EX-10.12 13 filename13.htm EX-10.12

Exhibit 10.12

Execution Version

SECOND REFINANCING AMENDMENT dated as of January 27, 2021 (this “Amendment”) to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”).

RECITALS

A. Holdings, the Borrower, the Lenders party thereto from time to time and the Administrative Agent are party to that certain First Lien Credit Agreement dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 18, 2019, and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. The Credit Agreement permits the Borrower to obtain Credit Agreement Refinancing Indebtedness from any Lender or Additional Lender in respect of all or any portion of the Term Loans outstanding under the Credit Agreement in the form of Other Term Loans and Other Term Commitments pursuant to a Refinancing Amendment.

C. On the Second Refinancing Amendment Effective Date (as defined below), the Borrower intends to (i) incur additional Term Loans pursuant to Sections 2.21 and 9.02 of the Credit Agreement in an aggregate principal amount of up to $2,447,063,726.93 (any such resulting Term Loans, the “Term B-3 Loans”) and (ii) use the proceeds of the Term B-3 Loans to repay all Term Loans outstanding immediately prior to the Second Refinancing Amendment Effective Date (the “Existing Term Loans”) and accrued interest thereon and to pay fees and expenses incurred in connection with the foregoing.

D. Subject to the terms and conditions set forth herein, each Person party hereto who has delivered a signature page as a Lender agreeing to provide Term B-3 Loans (each such Person who is a Term Lender holding Existing Term Loans immediately prior to the effectiveness of this Amendment, a “Continuing Term B-3 Lender”; each such Person who is not a Continuing Term B-3 Lender, an “Additional Term B-3 Lender”; and each Continuing Term B-3 Lender and Additional Term B-3 Lender-3, a “Term B-3 Lender”) has agreed to provide a commitment (the “Term B-3 Commitment”) in the amount set forth next to its name on a schedule on file with the Administrative Agent that is approved by the Borrower (the “Second Refinancing Amendment Allocation Schedule”) (or to convert all (or such lesser amount as the Second Refinancing Amendment Arrangers may allocate) of its Existing Term Loans into Term B-3 Loans (such converted Term B-3 Loans, the “Converted Term Loans” and any such conversion of Existing Term Loans into Term B-3 Loans being referred to herein as a “Second Refinancing Conversion”)). Any Lender holding Existing Term Loans immediately prior to the effectiveness of this Amendment that is not a Term B-3 Lender is referred to herein as an “Exiting Term Lender”. In the event that any Lender is a Continuing Term B-3 Lender but receives an allocation of Term B-3 Loans in amount less than the amount of its Existing Term Loans, such Lender shall be considered an Exiting Term Lender with respect to the difference between the amount of its Existing Term Loans and the allocated amount of its Term B-3 Loans.


E. Goldman Sachs Bank USA, KKR Capital Markets LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., UBS Securities LLC, HSBC Securities (USA) Inc. and Morgan Stanley Senior Funding, Inc. are the joint lead arrangers and joint bookrunners for this Amendment and the Term B-3 Loans (the “Second Refinancing Amendment Arrangers”).

F. In order to effect the foregoing, Holdings, the Borrower and the other parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein. This Amendment is a Refinancing Amendment contemplated by Section 2.21 of the Credit Agreement to provide for the Term B-3 Loans, which is subject to the approval of Holdings, the Borrower, the Administrative Agent and the Term B-3 Lenders, which will become effective only on the Second Refinancing Amendment Effective Date.

AGREEMENTS

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holdings, the Borrower, the Term B-3 Lenders and the Administrative Agent hereby agree as follows:

ARTICLE I.

Refinancing Amendment

SECTION 1.01. Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Amendment.

SECTION 1.02. Term B-3 Commitments. (a) Subject to the terms and conditions set forth herein, on the Second Refinancing Amendment Effective Date, each Additional Term B-3 Lender agrees to fund a Term B-3 Loan in a principal amount not exceeding such Additional Term B-3 Lender’s Term B-3 Commitment set forth on the Second Refinancing Amendment Allocation Schedule.

(b) Subject to the terms and conditions set forth herein, on the Second Refinancing Amendment Effective Date, each Continuing Term B-3 Lender agrees to convert all (or such lesser amount as the Second Refinancing Amendment Arrangers may allocate) of its Existing Term Loans into Converted Term Loans. Without limiting the generality of the foregoing, each Continuing Term B-3 Lender shall have a commitment to acquire by Second Refinancing Conversion Converted Term Loans in the amounts of Existing Term Loans then held by such Continuing Term B-3 Lender. Each party hereto acknowledges and agrees that notwithstanding any such Second Refinancing Conversion, each such Continuing Term B-3 Lender shall be entitled to receive payment on the Second Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans.

 

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(c) Each Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, Term B-3 Loans on the Second Refinancing Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Second Refinancing Amendment Effective Date. The commitments of the Term B-3 Lenders are several, and no Term B-3 Lender shall be responsible for any other Term B-3 Lender’s failure to make Term B-3 Loans.

(d) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, effective as of the Second Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the Term B-3 Commitments shall constitute “Term Commitments” and “Other Term Commitments”, (ii) the Term B-3 Loans shall constitute “Term Loans” and “Other Term Loans” and (iii) each Term B-3 Lender shall become an “Additional Term Lender”, “Additional Lender”, a “Term Lender” and a “Lender” (if such Term B-3 Lender is not already a Term Lender or Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term Loan Commitment (or, following the making of a Term B-3 Loan, a Term Loan).

(e) The Existing Term Loans of each Exiting Term Lender shall, immediately upon the effectiveness of this Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including funding losses payable to any Exiting Term Lenders pursuant to Section 2.16 of the Credit Agreement)) with the proceeds of the Term B-3 Loans and other funds available to the Borrower. The Borrower shall, on the Second Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Term Lenders immediately prior to the Second Refinancing Amendment Effective Date, all interest, fees and other amounts accrued to the Second Refinancing Amendment Effective Date with respect to the Existing Term Loans, whether or not such Existing Term Loans are converted pursuant to Section 1.02(b) of this Amendment.

(f) Each Lender party hereto (including each Continuing Term B-3 Lender) waives any right to compensation for losses, expenses or liabilities incurred by such Lender to which it may otherwise have been entitled pursuant to Section 2.16 of the Credit Agreement in respect of the transactions contemplated hereby.

(g) The obligation of each Term B-3 Lender to make Term B-3 Loans on the Second Refinancing Amendment Effective Date is subject to the satisfaction of the following conditions:

(i) Immediately before and after giving effect to the borrowing of the Term B-3 Loans and the repayment in full of the Existing Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Second Refinancing Amendment Effective Date, and the Term B-3 Lenders shall have received a certificate of a Responsible Officer dated the Second Refinancing Amendment Effective Date to such effect.

(ii) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received a written opinion (addressed to the Administrative Agent and the Term B-3 Lenders party hereto and dated the Second Refinancing Amendment Effective Date) of (A) Simpson Thacher & Bartlett LLP, New York and Delaware counsel for the Loan Parties and (B) Lewis Roca Rothgerber Christie LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.

 

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(iii) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the date last delivered to the Administrative Agent), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers have not changed since the date last delivered to the Administrative Agent), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Second Refinancing Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

(iv) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the Term B-3 Lenders make the Term B-3 Loans to the Borrower on the Second Refinancing Amendment Effective Date.

(v) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the Second Refinancing Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the Second Refinancing Amendment Effective Date and that the Administrative Agent or the Second Refinancing Amendment Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act and the Beneficial Ownership Regulation.

(vi) The conditions to effectiveness of this Amendment set forth in Section 1.04 hereof (other than paragraph (b) thereof) shall have been satisfied.

(vii) Each Loan Party shall have entered into the Second Refinancing Amendment Reaffirmation Agreement.

 

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SECTION 1.03. Amendment of Credit Agreement. Effective as of the Second Refinancing Amendment Effective Date, the Credit Agreement is hereby amended as follows:

(i) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01 (or, to the extent applicable, are hereby amended and restated in their entirety):

Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

Converted Term Loans” has the meaning assigned thereto in the Second Refinancing Amendment.

Existing Term Loans” has the meaning assigned thereto in the Second Refinancing Amendment.

Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

Second Refinancing Amendment” means the Second Refinancing Amendment to this Agreement dated as of January 27, 2021, among Holdings, the Borrower, the Term B-3 Lenders party thereto and the Administrative Agent.

Second Refinancing Amendment Allocation Schedule” shall mean the schedule on file with the Administrative Agent and approved by the Borrower setting forth the name of each Term B-3 Lender and, next to such name, the amount of Term B-3 Loans to be made to the Borrower in Dollars by such Term B-3 Lender on the Second Refinancing Amendment Effective Date.

Second Refinancing Amendment Arrangers” means Goldman Sachs Bank USA, KKR Capital Markets LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., UBS Securities LLC, HSBC Securities (USA) Inc. and Morgan Stanley Senior Funding, Inc.

Second Refinancing Amendment Effective Date” has the meaning assigned thereto in the Second Refinancing Amendment.

Second Refinancing Amendment Reaffirmation Agreement” means the Reaffirmation Agreement dated as of January 27, 2021, among Holdings, the subsidiaries of Holdings party thereto, the Administrative Agent and the Collateral Agent.

Second Refinancing Conversion” has the meaning assigned thereto in the Second Refinancing Amendment.

UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or

 

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any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

(ii) The second sentence to the definition of “Alternate Base Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding the foregoing, and solely with respect to the Term Facility, the Alternate Base Rate will be deemed to be 1.75% per annum if the Alternate Base Rate calculated pursuant to the foregoing provisions would otherwise be less than 1.75% per annum.”

(iii) Clause (a) of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ (a) with respect to any Term Loan, (A) 2.00% per annum in the case of an ABR Loan or (B) 3.00% per annum in the case of a Eurocurrency Loan;”

(iv) The proviso to the first paragraph of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following clause (B):

“and (B) from and after the delivery of the financial statements and related Compliance Certificate for the first fiscal quarter of Holdings completed after the Second Refinancing Amendment Effective Date pursuant to Section 5.01(d)(i), with respect to clause (a) above, the Applicable Rate shall be based on the First Lien Leverage Ratio set forth in the most recent Compliance Certificate in accordance with the pricing grid below:

 

Level

   First Lien Leverage Ratio    Term Loan ABR Loan Applicable
Rate
  Term Loan Eurocurrency Loan
Applicable Rate

1

   ≥ 3.50:1.00    2.00%   3.00%

3

   < 3.50:1.00    1.75%   2.75%

 

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(v) The definition of “Bail-In Action” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “EEA Financial Institution” with “Affected Financial Institution”.

(vi) The definition of “Bail-In Legislation” set forth in Section 1.01 of the Credit is hereby amended and restated in its entirety as follows:

““Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

(vii) The first sentence of the second paragraph in the definition of “LIBO Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding the foregoing, and solely with respect to the Term Facility, the Adjusted LIBO Rate will be deemed to be 0.75% per annum if the Adjusted LIBO Rate calculated pursuant to the foregoing provisions would otherwise be less than 0.75% per annum.”

(viii) The definition of “Loan Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the text “the Second Refinancing Amendment,” after the text “the Sixth Amendment,” appearing in such definition.

(ix) The definition of “Security Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the text “, Second Refinancing Amendment Reaffirmation Agreement” after the text “the Sixth Amendment Reaffirmation Agreement” appearing in such definition.

(x) The definition of “Term Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term Commitment” means, with respect to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to the Second Refinancing Amendment (including pursuant to a Second Refinancing Conversion of Existing Term Loans of such Term Lender) in an aggregate amount not to exceed the amount set forth on the Second Refinancing Amendment Allocation Schedule or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. On the Second Refinancing Amendment Effective Date the initial aggregate amount of the Term Commitments is $2,447,063,726.93.”

 

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(xi) The definition of “Term Loan” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term Loan” means a Term Loan made pursuant to clause (a) of Section 2.01 and Other Term Loans (including a Term B-3 Loan constituting Credit Agreement Refinancing Indebtedness thereof made pursuant to, and as defined in, the Second Refinancing Amendment (including Converted Term Loans as defined herein)).”

(xii) The definition of “Write-Down and Conversion Powers” is hereby amended by adding “(a)” after “means,” and by adding the following as a new clause “and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.”

(xiii) Clause (a) of Section 2.10 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Term Loan Borrowings on the last day of each March, June, September and December (commencing on March 31, 2021) in the principal amount of Term Loans equal to (i) the aggregate outstanding principal amount of Term Loans on the Second Refinancing Amendment Effective Date (after giving effect to the Second Refinancing Amendment) multiplied by (ii) 0.25%; provided that if any such date is not a Business Day, such payment shall be due on the next preceding Business Day.”

(xiv) Clause (a)(i) of Section 2.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a)(i) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to the immediately succeeding proviso); provided that in the event that, on or prior to the date that is six months after the Second Refinancing Amendment Effective Date, the Borrowers (i) makes any prepayment of Term B-3 Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective

 

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Yield on such Term B-3 Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Term B-3 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1% of the principal amount of the Term B-3 Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1% of the aggregate amount of the applicable Term B-3 Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.”

(xv) Section 9.19 of the Credit Agreement is hereby amended by (i) replacing “EEA Financial Institutions” with “Affected Financial Institutions” and (ii) replacing “an EEA Resolution Authority” with “the applicable Resolution Authority”.

SECTION 1.04. Amendment Effectiveness. This Amendment shall become effective as of the first date (the “Second Refinancing Amendment Effective Date”) on which the following conditions have been satisfied:

(a) The Administrative Agent and the Second Refinancing Amendment Arrangers (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Term B-3 Lender party hereto and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.

(b) The conditions to the making of the Term B-3 Loans set forth in Section 1.02(g) hereof (other than clause (vii) thereof) shall have been satisfied.

(c) The Borrower shall have obtained Term B-3 Commitments in an aggregate amount equal to $2,447,063,726.93. The Borrower shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.04 shall pay in full (i) all of the Existing Term Loans (giving effect to any Second Refinancing Conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the Existing Term Loans (including any such Existing Term Loans that will be converted to Term B-3 Loans on the Second Refinancing Amendment Effective Date) and (iii) to the extent invoiced, any amounts payable to the Persons that are Exiting Term Lenders immediately prior to the Second Refinancing Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement, such payments to be made with the cash proceeds of the Term B-3 Loans to be made on the Second Refinancing Amendment Effective Date and other funds available to the Borrower.

 

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(d) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, to the extent invoiced at least one Business Day prior to the Second Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Second Refinancing Amendment Arrangers.

(e) The Borrower shall have paid to the Second Refinancing Amendment Arrangers the fees, if any, in the amounts previously agreed in writing to be received on the First Amendment Refinancing Effective Date.

The Administrative Agent shall notify the Borrower, the Term B-3 Lenders and the other Lenders of the Second Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the Term B-3 Lenders hereunder to make Term B-3 Loans will automatically terminate, if each of the conditions set forth or referred to in Sections 1.02(e) and 1.04 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on January 27, 2021.

ARTICLE II.

Miscellaneous

SECTION 2.01. Representations and Warranties. (a) To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, including the Term B-3 Lenders, and the Administrative Agent that, as of the Second Refinancing Amendment Effective Date and after giving effect to the transactions and amendments to occur on the Second Refinancing Amendment Effective Date, this Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrower and constitutes, and the Credit Agreement, as amended hereby on the Second Refinancing Amendment Effective Date, will constitute, its legal, valid and binding obligation, enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on such date, true and correct in all material respects on and as of the Second Refinancing Amendment 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 were true and correct in all material respects as of such earlier date).

(c) After giving effect to this Amendment and the transactions contemplated hereby on the relevant date, no Default or Event of Default has occurred and is continuing on the Second Refinancing Amendment Effective Date.

 

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(d) On the Second Refinancing Amendment Effective Date, immediately after the consummation of the transactions contemplated under this Amendment to occur on the Second Refinancing Amendment Effective Date, Holdings and its Subsidiaries are, on a consolidated basis after giving effect to the transactions contemplated under this Amendment to occur on the Second Refinancing Amendment Effective Date, Solvent.

SECTION 2.02. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Second Refinancing Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.

(b) For U.S. federal income tax purposes, the Borrower, each Lender and the Administrative Agent shall treat the Term B-3 Loans (including the Converted Term Loans) held by the Continuing Term B-3 Lenders as fungible with the Term B-3 Loans held by the Additional Term B-3 Lenders. Additionally, the Term B-3 Loans will be treated as a single fungible loan for U.S. federal income tax purposes (whether issued for cash or in respect of the Fourth Additional Term Loans or the other Term Loans).

(c) On and after the Second Refinancing Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a Refinancing Amendment entered into pursuant to Section 2.21 of the Credit Agreement and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 2.03. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.

SECTION 2.04. Costs and Expenses. The Borrower agrees to reimburse each of the Administrative Agent and each Second Refinancing Amendment Arranger for its reasonable out of pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent and the Second Refinancing Amendment Arrangers.

 

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SECTION 2.05. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Requirements of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 2.06. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their officers as of the date first above written.

 

ZUFFA GUARANTOR, LLC
BY   /s/ Andrew Schleimer
  NAME: Andrew Schleimer
  TITLE: EVP & Chief Financial Officer

 

UFC HOLDINGS, LLC
BY   /s/ Andrew Schleimer
  NAME: Andrew Schleimer
  TITLE: EVP & Chief Financial Officer

 

[Signature Page to Second Refinancing Amendment]


GOLDMAN SACHS BANK USA, as Administrative Agent
BY   /s/ Charlie Johnston
  Name: Charlie Johnston
  Title: Authorized Signatory

 

[Signature Page to Second Refinancing Amendment]


GOLDMAN SACHS BANK USA, as a Term B-3 Lender
BY   /s/ Charlie Johnston
  Name: Charlie Johnston
  Title: Authorized Signatory

 

[Signature Page to Second Refinancing Amendment]


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

1199SEIU Health Care Employees Pension Fund,

as a Lender

By: Crescent Capital Group LP, its adviser
By:   /s/ Alex Slavtchev
  Name: Alex Slavtchev
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Zachary Nuzzi
  Name: Zachary Nuzzi
  Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

1199 SEIU Health Care Employees Pension Fund,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

522 Funding CLO 2020-6, Ltd.,
as a Lender
By: MS 522 CLO CM LLC as its Collateral Manager
By:   /s/ Anthony Farraye
  Name: Anthony Farraye
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Morgan Stanley Investment Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ABR Reinsurance LTD.,
as a Lender
By: BlackRock Financial Management, Inc., its Investment Manager
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

KRH US Loan Master Fund 2017-5 a series trust of Global Cayman Investment Trust

By Goldman Sachs Asset Management, L.P. solely as its investment manager and not as principal,

as a Lender
By:   /s/ Mahesh Mohan
  Name: Mahesh Mohan
  Title: Authorized Signatory

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Goldman Sachs Trust on behalf of the Goldman Sachs High Yield Floating Rate Fund

By: Goldman Sachs Asset Management, L.P. as investment advisor and not as principal,

as a Lender

By:   /s/ Mahesh Mohan
 

Name: Mahesh Mohan

Title: Authorized Signatory

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Goldman Sachs Lux Investment Funds for the benefit of Goldman Sachs High Yield Floating Rate Portfolio (Lux)

By Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal,

as a Lender

By:   /s/ Mahesh Mohan
 

Name: Mahesh Mohan

Title: Authorized Signatory

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ABS Loans 2007 Limited, a subsidiary of Goldman Sachs Institutional Funds II PLC,

as a Lender

By:   /s/ Mahesh Mohan
 

Name: Mahesh Mohan

Title: Authorized Signatory

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ACE American Insurance Company,

as a Lender

BY: T. Rowe Price Associates, Inc. as investment advisor

By:   /s/ Rebecca Willey
 

Name: Rebecca Willey

Title: Bank Loan Trader

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Adams Mill CLO Ltd.,

as a Lender

By: Shenkman Capital Management, Inc.,

as Collateral Manager

By:   /s/ Serge Todorovich
 

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ADVANCED SERIES TRUST - AST HIGH YIELD PORTFOLIO,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ADVANCED SERIES TRUST - AST J.P.

MORGAN GLOBAL THEMATIC PORTFOLIO,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Advanced Series Trust - AST Fidelity Institutional AM Quantitative Portfolio,

as a Lender

By: FIAM LLC as Investment Manager

By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Advanced Series Trust - AST Western Asset Core
Plus Bond Portfolio,

as a Lender

BY: Western Asset Management Company as Investment Manager and Agent

By:   /s/ Joanne DY
  Name: Joanne DY
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shenkman Capital Floating Rate High Income Fund,

as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as

Investment Manager

By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIG CLO 2018-1, Ltd.,

as a Lender

By: AIG Asset Management (U.S.), LLC

As its Investment Manager

By:   /s/ Brogdon,Chris
  Name: Brogdon, Chris
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Credit Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIG CLO 2019-1, Ltd.,

as a Lender

By: AIG Asset Management (U.S.), LLC

As its Investment Manager

By:   /s/ Christopher Brogdon
  Name: Christopher Brogdon
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Credit Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIG CLO 2019-2, Ltd.,

as a Lender

By: AIG Credit Management, LLC As its

Investment Manager

By:   /s/ Brogdon, Chris
  Name: Brogdon, Chris
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Credit Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIG CLO 2020-1, LLC,
as a Lender
By: AIG Credit Management, LLC As its
Investment Manager
By:   /s/ Brogdon, Chris
  Name: Brogdon, Chris
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Credit Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIG Rover Sub I, LLC,
as a Lender
By: AIG Credit Management, LLC As its
Investment Manager
By:   /s/ Chris Brogdon
  Name: Chris Brogdon
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Credit Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco Senior Floating Rate Plus Fund,
as a Lender
By: Invesco Senior Secured Management, Inc., as
Investment Adviser
By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIMCO CLO 10, Ltd.,
as a Lender
By: Allstate Investment Management Company, as
Collateral Manager
By:   /s/ Kyle Roth
  Name: Kyle Roth
  Title: Portfolio Manager
If a second signature is necessary:
By:   /s/ Christopher Goergen
  Name: Christopher Goergen
  Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIMCO CLO 11, Ltd.,

as a Lender

By: Allstate Investment Management Company, as Portfolio Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIMCO CLO 12, Ltd.,

as a Lender

By: Allstate Investment Management Company, as Asset Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIMCO CLO, SERIES 2018-A,

as a Lender

By: Allstate Investment Management Company, as Collateral Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIMCO CLO, SERIES 2015-A,

as a Lender

By: Allstate Investment Management Company, as Collateral Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIMCO CLO, SERIES 2017-A,

as a Lender

By: Allstate Investment Management Company, as Collateral Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIMCO CLO, SERIES 2018-B,

as a Lender

By: Allstate Investment Management Company, as Collateral Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Alaska Electrical Pension Fund,

as a Lender

By:   /s/ Joanne Dy
 

Name: Joanne Dy

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Alinea CLO, Ltd.,

as a Lender

By: Invesco Senior Secured Management, Inc. as
Collateral Manager

By:   /s/ Kevin Egan
 

Name: Kevin Egan

Title: Authorized Individual

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc. for and on behalf of Allegro II—S CLO Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:   Yumiko Licznerski
 

Title:

  Senior Credit Analyst

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc. for and on behalf of Allegro CLO IV, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc. for and on behalf of Allegro CLO IX, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc. for and on behalf of Allegro CLO V, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc. for and on behalf of Allegro CLO VI, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title: Senior Credit Analyst

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc. for and on behalf of Allegro CLO VII, Limited,

as a Lender

By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc. for and on behalf of Allegro CLO VIII Ltd,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc. For and on behalf of Allegro CLO X, Limited,

as a Lender
By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc. For and on behalf of Allegro CLO XI, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Allegro CLO XII, Ltd,
as a Lender
AXA IM INC FOR AND ON BEHALF OF Allegro CLO XII, Ltd
By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ALLSTATE INSURANCE COMPANY,
as a Lender
By:   /s/ Kyle Roth
  Name: Kyle Roth
  Title: Portfolio Manager
If a second signature is necessary:
By:   /s/ Christopher Goergen
  Name: Christopher Goergen
  Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ALLSTATE LIFE INSURANCE COMPANY,
as a Lender
By:   /s/ Kyle Roth
  Name: Kyle Roth
  Title: Portfolio Manager
If a second signature is necessary:
By:   /s/ Christopher Goergen
  Name: Christopher Goergen
  Title: Sr. Portfolio Manager

Name of Fund Manager (if any):

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American Century Investment Trust - High Income Fund,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American Century Investment Trust - NT High Income Fund,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
  Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AMERICAN CHEMICAL SOCIETY,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American General Life Insurance Company,

as a Lender

By:   /s/ Deanna Leighton
  Name: Deanna Leighton
 

Title: High Yield Portfolio Manager

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American Home Assurance Company,
as a Lender

By:   /s/ Deanna Leighton
  Name: Deanna Leighton
  Title: High Yield Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American International Group UK Limited,

as a Lender

By:   /s/ Deanna Leighton
  Name: Deanna Leighton
  Title: High Yield Portfolio Manager

 

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Variable Annuity Life Insurance Company,
as a Lender
By:   /s/ Deanna Leighton
  Name: Deanna Leighton
  Title: High Yield Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (THE),

as a Lender

By:

  /s/ Deanna Leighton
  Name: Deanna Leighton
  Title: High Yield Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anne Arundel County, Maryland/Anne Arundel County Retirement & Pension System,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Annisa CLO, Ltd.,

as a Lender

By: Invesco RR Fund L.P. as Collateral Manager

By: Invesco RR Associates LLC, as general partner

By: Invesco Senior Secured Management, Inc. as sole member

By:   /s/ Egan, Kevin
  Name: Egan, Kevin
  Title: Authorized Individual

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AON Investments USA Inc.,
as a Lender
By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apex Credit CLO 2016 Ltd.,
as a Lender
By: Apex Credit Partners, its Asset Manager
By:  

/s/ Andrew Stern

  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apex Credit CLO 2018 Ltd.,
as a Lender
By:   /s/ Andrew Stern
  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apex Credit CLO 2019 Ltd.,
as a Lender
By: Apex Credit Partners, its Asset Manager
By:   /s/ Andrew Stern
  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apex Credit CLO 2019-II Ltd.,
as a Lender
By: Apex Credit Partners LLC
By:   /s/ Andrew Stern
  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apex Credit CLO 2020 Ltd.,
as a Lender
By: Apex Credit Partners, its Asset Manager
By:   /s/ Andrew Stern
  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XI,
as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XII,
as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XV,
as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XVIII-R,
as a Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XX,
as a Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXI,
as a Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXII,
as a Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XXIII,
as a Lender
By: Its Collateral Manager, CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXIV,
as a Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XXIX,

as a Lender

By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXV,

as a Lender

By: Its Collateral Manager CVC Credit Partners
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXVI,

as a Lender

By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXVII,

as a Lender

By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XXVIII,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC,
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XXX,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XXXI,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC,
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XXXII,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XXXIII,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC

By:   /s/ Gretchen Bergstresser
 

Name: Gretchen Bergstresser

 

Title: Senior Portfolio Manager

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XXXIV,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC

By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Investment Advisor to:
Arch Reinsurance Ltd.,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares Institutional Loan Fund, L.P.,

as a Lender

By: Ares Management LLC, its Investment Manager

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares L CLO Ltd.,
as a Lender

By: Ares CLO Management LLC, its asset manager

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares LI CLO Ltd.,

as a Lender

By: Ares CLO Management LLC

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares LII CLO Ltd.,

as a Lender

By: Ares CLO Management LLC, its Asset Manager

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares LIII CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its portfolio manager
By:   /s/ Charles Williams
 

Name: Charles Williams

  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ARES LIV CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares LV CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, as its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares LVI CLO Ltd.,
as a Lender
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares LVII CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, as Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares LVIII CLO LTD.,
as a Lender
By: Ares CLO Management LLC, as its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares Senior Loan Trust,
as a Lender
BY: Ares Senior Loan Trust Management, L.P., Its Investment Adviser
By: Ares Senior Loan Trust Management, LLC, Its General Partner
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XL CLO Ltd.,
as a Lender
By: Ares CLO Management II LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XLI CLO Ltd.,

as a Lender

By: Ares CLO Management II LLC, its asset manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XLII CLO Ltd.,

as a Lender

By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XLIII CLO Ltd.,

as a Lender

By: Ares CLO Management LLC, as its Asset Manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XLIV CLO Ltd.,

as a Lender

By: Ares CLO Management II LLC, its Asset Manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ARES XLIX CLO LTD.,

as a Lender

By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XLV CLO Ltd.,

as a Lender

By: Ares CLO Management II LLC, its Asset Manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XLVI CLO Ltd.,

as a Lender

By: Ares CLO Management LLC, as its Asset Manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XLVII CLO Ltd.,
as a Lender
By: Ares CLO Management II LLC, as Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XLVIII CLO Ltd.,
as a Lender
By: Ares CLO Management II LLC, as its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXVII CLO, Ltd.,
as a Lender
By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXVIIIR CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXIIR CLO Ltd,
as a Lender
By: Ares CLO Management LLC, its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXIR CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, as Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXIV CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXIX CLO Ltd.,
as a Lender
By: Ares CLO Management II LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXVII CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXVIII CLO Ltd.,
as a Lender
By: Ares CLO Management II LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXVR CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ascension Alpha Fund, LLC,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Associated Electric & Gas Insurance Services Limited,
as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AUSTRALIANSUPER,

as a Lender

By: Credit Suisse Asset Management, LLC, as sub-advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA for and on behalf of AXA IM Loan Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BA/CSCREDIT 1 LLC,
as a Lender
By: Credit Suisse Asset Management, LLC, as investment manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BAE SYSTEMS 2000 PENSION PLAN TRUSTEES LIMITED,
as a Lender
BY: Oak Hill Advisors, L.P., as Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BAE SYSTEMS PENSION FUNDS CIF TRUSTEES LIMITED,
as a Lender
BY: Oak Hill Advisors, L.P., as Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ballyrock CLO 14 Ltd.,
as a Lender
By: Ballyrock Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ballyrock CLO 2016-1 LTD,

as a Lender

By: BALLYROCK Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ballyrock CLO 2018-1 LTD,

as a Lender

By: BALLYROCK Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ballyrock CLO 2019-1 LTD,

as a Lender

By: Ballyrock Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
 

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ballyrock CLO 2019-2 Ltd.,
as a Lender

By: Ballyrock Investment

Advisors LLC, as Collateral Manager

By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ballyrock CLO 2020-1 Ltd.,
as a Lender
By: Ballyrock Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ballyrock CLO 2020-2 Ltd.,
as a Lender
By: Ballyrock Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bandera Strategic Credit Partners I, L.P.,
as a Lender
By: GSO Capital Advisors LLC Its: Investment Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bandera Strategic Credit Partners II, LP,
as a Lender
By: Octagon Credit Investors, LLC as Investment Manager
By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bank of America, N.A.,
as a Lender (type name of the legal entity)
By:   /s/ Miles Hanes
  Name: Miles Hanes
  Title: AVP

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any):__________________

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Bank of New York Mellon Corporation Retirement Plans Master Trust,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Barclays Bank PLC,

as a Lender

By:   /s/ Jacqueline Custodio
  Name: Jacqueline Custodio
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any):

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bardot CLO, Ltd.,

as a Lender

By:   Invesco RR Associates LLC, as general partner
By:  

Invesco Senior Secured Management, Inc. as sole

member

By:   /s/ Egan, Kevin
  Name: Egan, Kevin
  Title: Authorized Individual

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Beechwood Park CLO, Ltd.,

as a Lender

by GSO/Blackstone Debt Funds Management LLC as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amendedp, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO II, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO III, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO IV, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
 

Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO IX, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO V-B, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO VI, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO VIII, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO X, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XI, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XII, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XIV, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XIX, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XV, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XVI, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XVII, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XVIII, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XX, Ltd.,

as a Lender

By:

  /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XXI, Ltd.,
as a Lender
By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO XXII, Ltd.,

as a Lender

By:   /s/ Todd Marsh
  Name: Todd Marsh
  Title: Authorized Signer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Benefit Street Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Betony CLO, Ltd.,

as a Lender

By: Invesco Senior Secured Management, Inc. as Collateral Manager

By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bill & Melinda Gates Foundation Trust,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

_________________________________________________,

as a Lender (type name of the legal entity)

By:   /s/ Illegible
  Name:
  Title:

 

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any):__________________

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BJC Health System,

as a Lender

BY: GSO Capital Advisors II LLC, As its Investment Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BJC Pension Plan Trust,

as a Lender

BY: GSO Capital Advisors LLC, its Investment Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Black Diamond CLO 2016-1 Ltd.,

as a Lender

By: Black Diamond CLO 2016-1 Adviser, L.L.C. As its Collateral Manager

By:   /s/ Stephen H. Deckoff
  Name: Stephen H. Deckoff
  Title: Managing Principal

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Black Diamond Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Black Diamond CLO 2017-1 Ltd.,

as a Lender

By: Black Diamond CLO 2017-1 Adviser, L.L.C. As its Collateral Manager

By:   /s/ Stephen H. Deckoff
  Name: Stephen H. Deckoff
  Title: Managing Principal

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Black Diamond Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Black Diamond CLO 2019-2, Ltd.,
as a Lender
By: Black Diamond CLO 2019-2 Adviser, L.L.C. As its Collateral Manager
By:   /s/ Stephen H. Deckoff
  Name: Stephen H. Deckoff
  Title: Managing Principal
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Black Diamond Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Black Diamond Credit Strategies Master Fund, Ltd.,
as a Lender
BY: BDCM Fund Adviser, L.L.C., Its Investment Manager
By:   /s/ Stephen H. Deckoff
  Name: Stephen H. Deckoff
  Title: Managing Principal
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Black Diamond Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlackRock Dynamic High Income Portfolio of BlackRock Funds II,
as a Lender
By: BlackRock Advisors, LLC, its Investment Advisor
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BLACKROCK MANAGED INCOME FUND OF BLACKROCK FUNDS II,
as a Lender
By: BlackRock Advisors LLC, its Investment Manager
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlackRock Funds II, BlackRock Multi-Asset Income Portfolio,
as a Lender
By: BlackRock Advisors, LLC, its Investment Advisor
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlackRock Floating Rate Income Portfolio of BlackRock Funds V,
as a Lender
By: BlackRock Advisors, LLC, its Investment Advisor
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlackRock Limited Duration Income Trust,
as a Lender
BY: BlackRock Financial Management, Inc.,
its Sub-Advisor
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlackRock Multi-Strategy Credit Master Fund Ltd.,
as a Lender
By BlackRock Financial Management Inc. Its Investment Advisor
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMBI re Blackrock Bankloan Fund,
as a Lender
BY: BlackRock Financial Management Inc., as Sub-Advisor
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Multi-Strategy Credit Fund,
as a Lender
By: BlackRock Financial Management Inc., as Sub-Advisor
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blackstone / GSO Secured Trust Ltd.,
as a Lender
BY: GSO / Blackstone Debt Funds Management LLC as Investment Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blackstone Diversified Multi-Strategy Fund,
as a Lender
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blackstone Alternative Multi-Strategy Sub Fund III LLC,
as a Lender
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blackstone Diversified Alternatives Asset Holdco L.L.C.,
as a Lender
By: GSO Capital Advisors LLC, as Investment Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BLACKSTONE HARRINGTON PARTNERS L.P.,
as a Lender
By: Blackstone Real Estate Special Situations Advisors L.L.C., its Investment Advisor
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BLACKSTONE TREASURY ASIA PTE. LTD.,
as a Lender
BY: GSO Capital Advisors LLC, its Investment Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BLACKSTONE TREASURY SOLUTIONS MASTER FUND L.P.,
as a Lender
By: GSO Capital Advisors LLC, its Investment Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bleeker Ltd,
as a Lender
By: CBAM CLO Management LLC, as Portfolio Manager
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2012-2 Ltd,
as a Lender
By: BlueMountain Capital Management LLC, Its Collateral Manager
By:   /s/ Brittany Lucatuorto
  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bluemountain CLO 2013-1 LTD.,

as a Lender

By: BlueMountain Capital Management LLC, Its Collateral Manager
By:   /s/ Brittany Lucatuorto
  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bluemountain CLO 2013-2 LTD.,

as a Lender

By: BlueMountain Fuji Management LLC, Series A, Its
Collateral Manager
By:   /s/ Brittany Lucatuorto
  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2014-2 Ltd,

as a Lender

By: BlueMountain Capital Management LLC, Its Collateral Manager
By:   /s/ Brittany Lucatuorto
  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2015-2, Ltd.,

as a Lender

By: BlueMountain Capital Management LLC, Its Collateral Manager
By:   /s/ Brittany Lucatuorto
  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2015-3 Ltd,

as a Lender

By: BlueMountain Capital Management LLC, Its Collateral Manager
By:   /s/ Brittany Lucatuorto
  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2015-4, Ltd.,

as a Lender

By: BlueMountain Capital Management LLC, Its Collateral Manager
By:   /s/ Brittany Lucatuorto
  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2016-2, Ltd.,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2016-3 Ltd,
as a Lender
By: BlueMountain Capital Management LLC, Its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2018-1 Ltd,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2018-2, Ltd.,
as a Lender
By: BlueMountain Capital Management LLC, Its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2018-3 Ltd.,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO XXII Ltd,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO XXIII Ltd.,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO XXIV Ltd,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO XXIX Ltd.,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO XXV,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO XXVI Ltd.,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:  

/s/ Brittany Lucatuorto

  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO XXVIII, Ltd,
as a Lender
By: BlueMountain Capital Management LLC, its Collateral Manager
By:   /s/ Brittany Lucatuorto
  Name: Brittany Lucatuorto
  Title: Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO XXX Ltd.,

as a Lender

By: Assured Investment Management LLC, its Collateral

Manager

By:   /s/ Brittany Lucatuorto
 

Name: Brittany Lucatuorto

Title: Analyst

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain Fuji US CLO I, Ltd.,

as a Lender

By: BlueMountain Fuji Management LLC, Series A, Its Collateral Manager
By:   /s/ Brittany Lucatuorto
 

Name: Brittany Lucatuorto

Title: Analyst

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain Fuji US CLO II, Ltd.,

as a Lender

By: BlueMountain Fuji Management LLC, Series A, Its Collateral Manager
By:   /s/ Brittany Lucatuorto
 

Name: Brittany Lucatuorto

Title: Analyst

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain Fuji US CLO III, Ltd.,

as a Lender

By: BlueMountain Fuji Management LLC, Series A, Its Collateral Manager
By:   /s/ Brittany Lucatuorto
 

Name: Brittany Lucatuorto

Title: Analyst

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BNY Mellon Investment Funds IV, Inc. - BNY Mellon Floating Rate Income Fund,
as a Lender
Alcentra NY, LLC for and on behalf of BNY Mellon Funds IV, Inc. - BNY Mellon Floating Rate Income Fund

By:   /s/ Miguel Contreras
 

Name: Miguel Contreras

Title: Vice President

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Board of Pensions of the Evangelical Lutheran Church in America,

as a Lender

BY: T. Rowe Price Associates, Inc. as investment advisor

By:   /s/ Rebecca Willey
 

Name: Rebecca Willey

Title: Bank Loan Trader

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BOC Pension Investment Fund,

as a Lender

BY: Invesco Senior Secured Management, Inc. as Attorney in Fact

By:   /s/ Kevin Egan
 

Name: Kevin Egan

Title: Authorized Individual

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Boilermaker-Blacksmith National Pension Trust,

as a Lender

By:   /s/ Joanne Dy
 

Name: Joanne Dy

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Boston Retirement System,

as a Lender

By: Crescent Capital Group LP, its adviser

By:   /s/ Alex Slavtchev
 

Name: Alex Slavtchev

Title: Vice President

If a second signature is necessary:
By:   /s/ Zachary Nuzzi
 

Name: Zachary Nuzzi

Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BP Pension Fund,

as a Lender

By:   /s/ Alan Schrager
 

Name: Alan Schrager

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bridge Builder Trust - Bridge Builder Core Plus Bond Fund,

as a Lender

By: T. Rowe Price Associates, Inc., as investment sub-adviser

By:   /s/ Rebecca Willey
 

Name: Rebecca Willey

Title: Bank Loan Trader

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Brighthouse Funds Trust I - Brighthouse/Eaton Vance Floating Rate Portfolio,

as a Lender

BY: Eaton Vance Management as Investment Sub-

Advisor

By:   /s/ Michael Brotthof
 

Name:Michael Brotthof

Title:Vice President

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Brighthouse Funds Trust II - Western Asset Management Strategic Bond Opportunities Portfolio,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Brighthouse Life Insurance Company,
as a Lender
By:   /s/ Joanne Dy
 

Name: Joanne Dy

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Brisket Funding LLC,
as a Lender
By: CIFC Asset Management LLC, as Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bristol Park CLO, Ltd,
as a Lender
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Brookside Mill CLO Ltd.,
as a Lender

By: Romark CLO Advisors LLC, as Collateral Manager

By:   /s/ Serge Todorovich
  Name: Serge Todorovich
 

Title: General Counsel & Chief Compliance Officer

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Buckhorn Park CLO, Ltd.,
as a Lender
by GSO/Blackstone Debt Funds Management LLC as
Collateral Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Burnham Park CLO, Ltd.,
as a Lender

By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Buttermilk Park CLO, Ltd.,
as a Lender

By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BLUE SHIELD OF CALIFORNIA,
as a Lender

By: Credit Suisse Asset Management, LLC, as its investment manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

California State Teachers’ Retirement System,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon Capital CLO 2012-1 R, Ltd.,
as a Lender

By: CANYON CLO ADVISORS LLC,

its Collateral Manager

By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon Capital CLO 2014-1, Ltd.,
as a Lender

BY: Canyon Capital Advisors LLC, its Collateral Manager

By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon Capital CLO 2014-2, Ltd.,
as a Lender

BY: Canyon Capital Advisors LLC, its Collateral Manager

By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon Capital CLO 2015-1, Ltd.,
as a Lender
By: Canyon Capital Advisors LLC, its Collateral Manager
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon CLO 2016-1, Ltd.,
as a Lender
By: Canyon CLO Advisors LLC, its Collateral Manager
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon CLO 2016-2, Ltd.,
as a Lender
BY: Canyon CLO Advisors LLC, its Collateral Manager
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon CLO 2017-1, Ltd.,
as a Lender
By: Canyon CLO Advisors LLC, its Collateral Manager
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon CLO 2018-1, Ltd.,
as a Lender
By: Canyon CLO Advisors LLC,
its Collateral Manager
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

 

Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon CLO 2019-1, Ltd.,
as a Lender
By: Canyon CLO Advisors LLC, its Collateral Manager
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon CLO 2019-2, Ltd.,
as a Lender
By: Canyon CLO Advisors, LLC
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon CLO 2020-1, Ltd.,
as a Lender
By: Canyon CLO Advisors, LLC
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon CLO 2020-2, Ltd.,
as a Lender
By: Canyon CLO Advisors, LLC
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Canyon CLO 2020-3, Ltd.,
as a Lender
By: Canyon CLO Advisors, LLC
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Capita Pension and Life Assurance Scheme,
as a Lender
by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carbone CLO, Ltd.,
as a Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CARE Super,
as a Lender
by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
 

Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle C17 CLO, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2012-3, Ltd.,
as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2012-4, Ltd.,
as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2013-1, Ltd.,
as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2013-2, Ltd.,
as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2013-3, Ltd.,
as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2013-4, Ltd.,
as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2014-1, Ltd.,
as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2014-2-R, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2014-3-R, Ltd.,
as a Lender
By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2014-4-R, Ltd.,
as a Lender
By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2014-5, Ltd.,
as a Lender
By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2015-1, Ltd.,
as a Lender

By:

 

/s/ Linda Pace

 

Name: Linda Pace

  Title: Managing Director

 

If a second signature is necessary:

By:

 
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2015-2, Ltd.,
as a Lender
By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2015-3, Ltd.,
as a Lender
By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2015-4, Ltd.,
as a Lender
By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2015-5, Ltd.,
as a Lender
By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2016-1, Ltd.,
as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2016-2 Ltd.,
as a Lender
By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle Global Market Strategies CLO 2016-3, Ltd.,
as a Lender
By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

 

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2016-4, Ltd.,
as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2017-1, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2017-2, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

 

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2017-3 Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2017-4, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2017-5 Ltd,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2018-1, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2018-2, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2018-3 Ltd,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2018-4 Ltd,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2019-1 Ltd,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2019-2 Ltd,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2019-3, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2019-4, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Carlyle US CLO 2020-1, Ltd.,

as a Lender

By:   /s/ Linda Pace
  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlyle Investment Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Catamaran CLO 2014-1 Ltd.,

as a Lender

By:   Trimaran Advisors, L.L.C.
By:   /s/ Maureen Peterson
  Name: Maureen Peterson
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Trimaran Advisors, L.L.C.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Catamaran CLO 2016-1 LTD.,

as a Lender

By:   Trimaran Advisors, L.L.C.
By:   /s/ Maureen Peterson
  Name: Maureen Peterson
 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Trimaran Advisors, L.L.C.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Catamaran CLO 2018-1 Ltd.,
as a Lender
By: Trimaran Advisors, L.L.C.
By:   /s/ Maureen Peterson
  Name: Maureen Peterson
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Trimaran Advisors, L.L.C.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Caterpillar Inc. Group Insurance Master Trust,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Caterpillar Investment Trust,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CATHEDRAL LAKE CLO 2013, LTD,
as a Lender
By:   /s/ Stanton Ray
  Name: Stanton Ray
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlson Capital, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CATHEDRAL LAKE II, LTD.,
as a Lender
By:   /s/ Stanton Ray
  Name: Stanton Ray
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlson Capital, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CATHEDRAL LAKE III, LTD.,
as a Lender
By:   /s/ Stanton Ray
  Name: Stanton Ray
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlson Capital, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CATHEDRAL LAKE IV, LTD.,
as a Lender
By:   /s/ Stanton Ray
  Name: Stanton Ray
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlson Capital, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Cathedral Lake V, Ltd,
as a Lender
By:   /s/ Stanton Ray
  Name: Stanton Ray
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Carlson Capital, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Catskill Park CLO, Ltd.,
as a Lender
By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2017-1, LTD.,
as a Lender
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2017-2, LTD.,
as a Lender
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2017-3, LTD.,
as a Lender
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2017-4, LTD.,
as a Lender
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2018-5, LTD.,
as a Lender
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

If a second signature is necessary:

By:  
 

Name:

  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2018-6, LTD.,
as a Lender
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

If a second signature is necessary:

By:  
 

Name:

  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2018-7, Ltd.,
as a Lender
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

If a second signature is necessary:

By:  
 

Name:

  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2018-8 Ltd,
as a Lender
By: CBAM CLO Management LLC, as Portfolio Manager
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

If a second signature is necessary:

By:  
 

Name:

  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2019-10, Ltd.,

as a Lender

By: CBAM CLO Management LLC

as Portfolio Manager

By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

If a second signature is necessary:

By:  
 

Name:

  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2019-11 Ltd,
as a Lender
By : CBAM CLO Management LLC as Portfolio Manager
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

If a second signature is necessary:

By:  
 

Name:

  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2019-9, Ltd.,

as a Lender
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

If a second signature is necessary:

By:  
 

Name:

  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBAM 2020-12, Ltd.,

as a Lender
By:   /s/ Sagar Karsaliya
  Name: Sagar Karsaliya
  Title: Associate

If a second signature is necessary:

By:  
 

Name:

  Title:

Name of Fund Manager (if any): CBAM

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CBDC Senior Loan Sub LLC,
as a Lender
By:   /s/ Alex Slavtchev
  Name: Alex Slavtchev
  Title: Vice President

If a second signature is necessary:

By:   /s/ Zachary Nuzzi
  Name: Zachary Nuzzi
  Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Cedars-Sinai Medical Center,
as a Lender
By: Oaktree Capital Management, L.P.
its: Investment Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

If a second signature is necessary:

By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Cent CLO 21 Limited,
as a Lender
By: Columbia Cent CLO Advisers, LLC
as Collateral Manager
By:   /s/ Jerry R. Howard
  Name: Jerry R. Howard
  Title: Assistant Vice President

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any): Columbia Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Columbia Cent CLO 28 Limited,
as a Lender
By: Columbia Cent CLO Advisers, LLC
as Collateral Manager
By:   /s/ Jerry R. Howard
  Name: Jerry R. Howard
  Title: Assistant Vice President

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any): Columbia Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Cent CLO 24 Limited,

as a Lender

By: Columbia Cent CLO Advisers, LLC

as Collateral Manager

By:   /s/ Jerry R. Howard
  Name: Jerry R. Howard
  Title: Assistant Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Columbia Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CFIP CLO 2013-1, Ltd.,

as a Lender

By: CFI Partners, LLC, as Collateral Manager for
CFIP CLO 2013-1, Ltd.
By:   /s/ David C. Dieffenbacher
  Name: David C. Dieffenbacher
  Title: Principal & Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CFI Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CFIP CLO 2014-1, Ltd.,

as a Lender

By: CFI Partners, LLC, as Collateral Manager for
CFIP CLO 2014-1, Ltd.

By:   /s/ David C. Dieffenbacher
 

Name: David C. Dieffenbacher

 

Title: Principal & Portfolio Manager

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CFI Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CFIP CLO 2017-1, Ltd.,

as a Lender

By: CFI Partners, LLC, as Collateral Manager for
CFIP CLO 2017-1, Ltd.

By:   /s/ David C. Dieffenbacher
  Name: David C. Dieffenbacher
  Title: Principal & Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CFI Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CFIP CLO 2018-1, Ltd.,

as a Lender

By: CFI Partners, LLC, as Collateral Manager for
CFIP CLO 2018-1, Ltd.

By:   /s/ David C. Dieffenbacher
  Name: David C. Dieffenbacher
  Title: Principal & Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CFI Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Chenango Park CLO, Ltd.,

as a Lender

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

By:   /s/ Thomas Iannarone
 

Name: Thomas Iannarone

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to: CI DoubleLine Core Plus Fixed Income US$ Fund,

as a Lender

By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Addison Avenue Warehouse Ltd,

as a Lender

By: CIFC Management LLC, its Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC B LOAN INCOME FUND 2019 A SERIES
TRUST OF MULTI MANAGER GLOBAL
INVESTMENT TRUST,

as a Lender

By:   /s/ Robert Mandery
 

Name: Robert Mandery

  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2012-II-R, Ltd.,

as a Lender

By: CIFC VS Management LLC, as Collateral Manager

By:   /s/ Robert Mandery
 

Name: Robert Mandery

  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2013-II, Ltd.,

as a Lender

By: CIFC VS Management LLC, its Collateral Manager

By:   /s/ Robert Mandery
 

Name: Robert Mandery

 

Title: Co-Head of Investment Research

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2013-III-R Ltd.,

as a Lender

By: CIFC VS Management LLC, as Collateral Manager

By:   /s/ Robert Mandery
 

Name: Robert Mandery

 

Title: Co-Head of Investment Research

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2013-IV, Ltd.,

as a Lender

By: CIFC Asset Management LLC, its Collateral Manager

By:   /s/ Robert Mandery
 

Name: Robert Mandery

 

Title: Co-Head of Investment Research

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2014, Ltd.,
as a Lender
By: CIFC CLO Management LLC, its Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2014-III, Ltd.,
as a Lender
BY: CIFC Asset Management LLC, its Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2014-II-R, Ltd.,
as a Lender
By: CIFC Asset Management LLC, as Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2014-IV-R, Ltd.,
as a Lender
By: CIFC Asset Management LLC, its Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2014-V, Ltd.,
as a Lender
By: CIFC Asset Management LLC, its Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2015-I, Ltd.,
as a Lender
By: CIFC VS MANAGEMENT LLC, its Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2015-II, Ltd.,
as a Lender
By: CIFC Asset Management LLC, as Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2015-III, Ltd.,
as a Lender
By: CIFC VS Management LLC
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2015-IV, Ltd.,
as a Lender
By: CIFC Asset Management LLC, as Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2015-V, Ltd,
as a Lender
By: CIFC Asset Management LLC, its Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2016-I, Ltd.,
as a Lender
By: CIFC Asset Management LLC, its Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2017-I, Ltd,
as a Lender
By: CIFC CLO Management II LLC, its Collateral
Manager, by and on behalf of each of its series, Series M-1,
Series O-1 and Series R-
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2017-II, Ltd.,

as a Lender

By: CIFC CLO Management LLC, its Collateral

Manager, by and on behalf of each of its series,

Series M-1, Series O-1 and Series R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2017-III, Ltd.,

as a Lender

By: CIFC CLO Management LLC, its Collateral

Manager, by and on behalf of each of its series,

Series M-1, Series O-1 and Series R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2017-IV, Ltd.,

as a Lender

By: CIFC CLO Management LLC, its Collateral

Manager, by and on behalf of each of its series,

Series M-1, Series O-1 and Series R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2017-V, Ltd.,

as a Lender

By: CIFC CLO MANAGEMENT II LLC, as
Collateral Manager

By and on behalf of each of its series,
SERIES M- 1, SERIES O-1, and SERIES R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2018-I, Ltd.,

as a Lender

By: CIFC CLO MANAGEMENT II LLC,
as Collateral Manager

By and on behalf of each of its series,
SERIES M- 1, SERIES O-1, and SERIES R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2018-II, Ltd.,

as a Lender

By: CIFC CLO Management II LLC, its Collateral Manager,

by and on behalf of each of its series,

Series M-1, Series O-1 and Series R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2018-III, Ltd.,

as a Lender

By: CIFC CLO Management II LLC, its Collateral Manager,

by and on behalf of each of its series,

Series M-1, Series O-1 and Series R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2018-IV, Ltd.,

as a Lender

By: CIFC CLO Management II LLC, as Collateral Manager

By and on behalf of each of its series,

SERIES M-1, SERIES O-1, and SERIES R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2018-V, Ltd.,

as a Lender

By: CIFC CLO Management II LLC, its Collateral Manager,

by and on behalf of each of its series,

Series M-1, Series O-1 and Series R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2019-I, Ltd.,

as a Lender

By: CIFC CLO MANAGEMENT II LLC,
as Collateral Manager

By and on behalf of each of its series,
SERIES M-1, SERIES O-1, and SERIES R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2019-II, Ltd.,

as a Lender

BY: CIFC CLO MANAGEMENT II LLC,
AS COLLATERAL MANAGER

BY AND ON BEHALF OF EACH OF ITS SERIES,
SERIES M - 1, SERIES O-1, AND SERIES R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2019-III, Ltd.,

as a Lender

By: CIFC CLO Management II LLC, its Collateral

Manger,

by and on behalf of each of its series, Series M-1,

Series O-1, and Series R-1

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2019-IV, Ltd.,

as a Lender

By: CIFC Asset Management LLC, its Collateral

Manager

By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2019-V, Ltd.,
as a Lender
By: CIFC Asset Management LLC, as Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2019-VI, Ltd.,
as a Lender
By: CIFC Asset Management LLC as Portfolio Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2020-II, Ltd,
as a Lender
By: CIFC Asset Management LLC, as Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC Funding 2020-III, Ltd.,
as a Lender
By: CIFC Asset Management LLC, as Collateral Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Cirrus Funding 2018-1, Ltd.,
as a Lender
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CITIBANK, N.A.,
as a Lender
By:   /s/ BRIAN BROYLES
  Name: BRIAN BROYLES
  Title: ATTORNEY IN FACT

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CMA INVESTCO INC,
as a Lender
By: Wellington Management Company LLP as its Investment Advisor
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

THE COCA-COLA COMPANY MASTER RETIREMENT TRUST,
as a Lender
By: Oak Hill Advisors, L.P.
as Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Cole Park CLO, Ltd.,
as a Lender
By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Columbia Cent CLO 27 Limited,
as a Lender
By: Columbia Cent CLO Advisers, LLC
as Collateral Manager
By:   /s/ Jerry R. Howard
  Name: Jerry R. Howard
  Title: Assistant Vice President
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Columbia Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Columbia Cent CLO 29, Limited,
as a Lender
By: Columbia Cent CLO Advisers, LLC
as Collateral Manager
By:   /s/ Jerry Howard R
  Name: Jerry Howard R
  Title: Assistant Vice President
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Columbia Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Columbia Strategic Income Fund, a series of Columbia Funds Series Trust I,
as a Lender
By:   /s/ Jerry R. Howard
  Name: Jerry R. Howard
  Title: Assistant Vice President
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Columbia Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II,
as a Lender
By:   /s/ Jerry R. Howard
  Name: Jerry R. Howard
  Title: Assistant Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Columbia Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

COMMINGLED PENSION TRUST FUND (HIGH YIELD) OF JPMORGAN CHASE BANK, N.A.,
as a Lender
By:  

/s/ Alex Sammarco

  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

COMMINGLED PENSION TRUST FUND (FLOATING RATE INCOME) OF JPMORGAN CHASE BANK, N.A.,
as a Lender
By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Commission de la construction du Quebec,
as a Lender
By: BlackRock Asset Management Canada Limited as Portfolio Manager and BlackRock Financial Management Inc. as sub-advisor
By:   /s/ Rob Jacobi
 

Name: Rob Jacobi

  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Consolidated Rail Corporation,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
 

Name: Joanne Dy

  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Construction and Building Unions Superannuation Fund,
as a Lender
By: Oaktree Capital Management, L.P.
its: Investment Manager

By:

  /s/ Andrew Park
 

Name: Andrew Park

  Title: Vice President
If a second signature is necessary:

By:

  /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Construction Industry Laborers Pension Fund,
as a Lender
By:  

/s/ Joanne Dy

  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Cook Park CLO, Ltd.,
as a Lender
By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

COPPERHILL LOAN FUND I, LLC,
as a Lender
BY: Credit Suisse Asset Management, LLC,
as investment manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Covenant Credit Partners CLO III, Ltd.,

as a Lender

By: Covenant CLO Advisors, LLC As its

Investment Manager

By:   /s/ Chris Brogdon
  Name: Chris Brogdon
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Credit Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Alpen Senior Loan Fund, a series trust of Credit Suisse Horizon Trust,
as a Lender
By: Credit Suisse Asset Management, LLC, the investment manager for Maples Trustee Services (Cayman) Limited, the Trustee for Alpen Senior Loan Fund, a series trust of Credit Suisse Horizon Trust
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ROSE HILL SENIOR LOAN FUND, a series trust of Credit Suisse Horizon Trust,
as a Lender
By: Credit Suisse Asset Management, LLC, the investment manager for
Maples Trustee Services (Cayman) Limited, the Trustee for
Rose Hill Senior Loan Fund, a series trust of Credit Suisse Horizon Trust
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Credit Suisse Nova (LUX) Global Senior Loan Fund,
as a Lender
By: Credit Suisse Asset Management, LLC or Credit Suisse Asset Management Limited, each acting in their capacity as Co-Portfolio Managers to Credit Suisse Fund Management S.A., management company for Credit Suisse Nova (Lux)
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CREDIT SUISSE FLOATING RATE HIGH INCOME FUND,

as a Lender

By: Credit Suisse Asset Management, LLC, as investment advisor

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CREDIT SUISSE SENIOR LOAN INVESTMENT

UNIT TRUST (for Qualified Institutional Investors Only),

as a Lender

BY: Credit Suisse Asset Management, LLC,
as investment manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Credos Floating Rate Fund LP,

as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as

General Partner

By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Crescent Capital High Income Fund B L.P.,

as a Lender

By: Crescent Capital Group LP, its adviser

By:   /s/ Alex Slavtchev
  Name: Alex Slavtchev
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Zachary Nuzzi
  Name: Zachary Nuzzi
  Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CRESCENT CAPITAL HIGH INCOME FUND L.P.,

as a Lender

By: Crescent Capital Group LP, its adviser

By:   /s/ Alex Slavtchev
  Name: Alex Slavtchev
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Zachary Nuzzi
  Name: Zachary Nuzzi
  Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Crescent Senior Secured Floating Rate Loan Fund, LLC,

as a Lender

By: Crescent Capital Group LP, its adviser

By:   /s/ Alex Slavtchev
  Name: Alex Slavtchev
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Zachary Nuzzi
  Name: Zachary Nuzzi
  Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Crestline Denali CLO XIV, Ltd.,

as a Lender

By: Crestline Denali Capital, LLC, as collateral manager

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Crestline Denali CLO XV, Ltd.,

as a Lender

By: Crestline Denali Capital, LLC, as collateral manager

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Crestline Denali CLO XVI, Ltd.,

as a Lender

By: Crestline Denali Capital, LLC, as collateral manager

By:  

/s/ Charles Williams

  Name: Charles Williams
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Crestline Denali CLO XVII, Ltd.,

as a Lender

By: Crestline Denali Capital, L.P., collateral manager for

Crestline Denali CLO XVII, Ltd.

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Crown City CLO I,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Crown City CLO II,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CSAA Insurance Exchange,

as a Lender

By: Octagon Credit Investors, LLC, as sub-advisor
By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Cumberland Park CLO Ltd.,

as a Lender

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CVC Credit Partners Global Yield Master, L.P.,

as a Lender

By: Its Investment Manager CVC Credit Partners, LLC

By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CVC CREDIT PARTNERS MULTI-STRATEGY 2018-1 (US), LTD.,

as a Lender

By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DaVinci Reinsurance Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as investment manager for DaVinci Reinsurance Holdings, Ltd., the owner of DaVinci Reinsurance Ltd.

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Delaware Public Employees’ Retirement System,

as a Lender

By: T. Rowe Price Associates, Inc., as investment manager

By:   /s/ Rebecca Willey
  Name: Rebecca Willey
 

Title: Bank Loan Trader

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Denali Capital CLO XI, Ltd.,

as a Lender

By: Crestline Denali Capital, LLC, as collateral manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Denali Capital CLO XII, Ltd.,

as a Lender

By: Crestline Denali Capital, LLC, as collateral manager

By:   /s/ Charles Williams
 

Name: Charles Williams

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DWS Floating Rate Fund,

as a Lender

By: DWS Investment Management Americas its Investment Sub-Advisor

By:   /s/ Toure Douglas
 

Name: Toure Douglas

 

Title: Associate HY Analyst

If a second signature is necessary:
By:  

/s/ Thomas Bouchard

 

Name: Thomas Bouchard

 

Title: Vice President

Name of Fund Manager (if any): DWS

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Dewolf Park CLO, Ltd.,

as a Lender

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

By:   /s/ Thomas Iannarone
 

Name: Thomas Iannarone

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Diversified Credit Portfolio Ltd.,

as a Lender

BY: Invesco Senior Secured Management, Inc. as Investment Adviser

By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DOLLAR SENIOR LOAN MASTER FUND II, LTD.,

as a Lender

By: Credit Suisse Asset Management, LLC, as investment manager

By:   /s/ Thomas Flannery
 

Name: Thomas Flannery

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Dorchester Park CLO Designated Activity Company,

as a Lender

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

By:   /s/ Thomas Iannarone
 

Name: Thomas Iannarone

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Investment Advisor to: DoubleLine Floating Rate Fund,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Investment Advisor to: DoubleLine Core Fixed Income Fund,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Investment Advisor to: DoubleLine Flexible Income Fund,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Investment Advisor to: DoubleLine Shiller Enhanced CAPE,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Dunham Floating Rate Bond Fund,
as a Lender
By:   /s/ Kyle Jennings
  Name: Kyle Jennings
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DowDuPont Incorporated,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

E.I. du Pont de Nemours and Company,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance CLO 2013-1 LTD.,
as a Lender
BY: Eaton Vance Management
Portfolio Manager
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance CLO 2014-1R, Ltd.,
as a Lender
By: Eaton Vance Management
As Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance CLO 2015-1 Ltd.,
as a Lender
By: Eaton Vance Management Portfolio Manager
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance CLO 2018-1, Ltd.,
as a Lender
By: Eaton Vance Management Portfolio Manager
By:   /s/ Michael Brottrof
  Name: Michael Brottrof
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance CLO 2019-1, Ltd.,
as a Lender
By: Eaton Vance Management
As Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance CLO 2020-1 Ltd.,
as a Lender
By: Eaton Vance Management
As Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance CLO 2020-2, Ltd.,
as a Lender

By: Eaton Vance Management

Portfolio Manager

By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Floating Rate Portfolio,
as a Lender
BY: Boston Management and Research as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Floating-Rate 2022 Target Term Trust,
as a Lender
By: Eaton Vance Management
as Investment Advisor
By:   /s/ Michael Botthof
  Name: Michael Botthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Floating-Rate Income Plus Fund,
as a Lender
BY: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Floating-Rate Income Trust,
as a Lender
BY: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Institutional Senior Loan Fund,
as a Lender
BY: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Institutional Senior Loan Plus Fund,
as a Lender
By: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio,
as a Lender
BY: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Limited Duration Income Fund,
as a Lender
BY: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Loan Holding Limited,
as a Lender
BY: Eaton Vance Management as Investment Manager
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Senior Floating-Rate Trust,
as a Lender
BY: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance Senior Income Trust,
as a Lender
BY: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance VT Floating-Rate Income Fund,
as a Lender
BY: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Electronic Data Systems 1994 Pension Scheme,
as a Lender
by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Electronic Data Systems Retirement Plan,
as a Lender
by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Investment Advisor to:
The Educational Employees’ Supplementary
Retirement System of Fairfax County,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Energy Super,
as a Lender
By: Oaktree Capital Management, L.P.
its: Investment Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elevation CLO 2013-1, Ltd.,
as a Lender
By: ArrowMark Colorado Holdings LLC As
Collateral Manager
By:   /s/ Sanjai Bhonsle
  Name: Sanjai Bhonsle
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elevation CLO 2014-2, Ltd.,
as a Lender
By: ArrowMark Colorado Holdings LLC
As Collateral Manager
By:   /s/ Sanjai Bhonsle
  Name: Sanjai Bhonsle
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elevation CLO 2016-5, Ltd.,
as a Lender
By: ArrowMark Colorado Holdings LLC
As Collateral Manager
By:   /s/ Sanjai Bhonsle
  Name: Sanjai Bhonsle
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elevation CLO 2017-6, Ltd.,
as a Lender
By: ArrowMark Colorado Holdings LLC
As Collateral Manager
By:   /s/ Sanjai Bhonsle
  Name: Sanjai Bhonsle
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elevation CLO 2017-7, Ltd.,
as a Lender
By: 325 Fillmore LLC
As Collateral Manager
By:   /s/ Sanjai Bhonsle
  Name: Sanjai Bhonsle
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elevation CLO 2017-8, Ltd.,
as a Lender
By:   /s/ Sanjai Bhonsle
  Name: Sanjai Bhonsle
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elevation CLO 2018-10, Ltd.,
as a Lender
By:   /s/ Sanjai Bhonsle
  Name: Sanjai Bhonsle
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elevation CLO 2018-9, Ltd.,

as a Lender

By: 325 Fillmore LLC

As Collateral Manager

By:   /s/ Sanjai Bhonsle
  Name: Sanjai Bhonsle
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
 

Title:

Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elevation CLO 2020-11, Ltd.,

as a Lender

By: ArrowMark Colorado Holdings LLC

As Collateral Manager

By:   /s/ Sanjai Bhonsle
  Name: Sanjai Bhonsle
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elmwood CLO I, Ltd,

as a Lender

By:   /s/ Bernadette Conway
  Name: Bernadette Conway
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Elmwood Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

 

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elmwood CLO II, Ltd,

as a Lender

By:   /s/ Bernadette Conway
  Name: Bernadette Conway
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Elmwood Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elmwood CLO III, Ltd,

as a Lender

By:   /s/ Bernadette Conway
  Name: Bernadette Conway
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Elmwood Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elmwood CLO IV, Ltd,

as a Lender

By:   /s/ Bernadette Conway
  Name: Bernadette Conway
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Elmwood Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elmwood CLO V Ltd.,

as a Lender

By:   /s/ Bernadette Conway
  Name: Bernadette Conway
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Elmwood Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elmwood CLO VI, Ltd,

as a Lender

By:   /s/ Bernadette Conway
  Name: Bernadette Conway
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Elmwood Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elmwood Warehouse VII, Ltd,

as a Lender

By:   /s/ Bernadette Conway
  Name: Bernadette Conway
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Elmwood Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Elmwood Warehouse VIII, Ltd.,

as a Lender

By:   /s/ Bernadette Conway
  Name: Bernadette Conway
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Elmwood Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ERIE INDEMNITY COMPANY,

as a Lender

By: Credit Suisse Asset Management, LLC., as its investment manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ERIE INSURANCE EXCHANGE,

as a Lender

By: Credit Suisse Asset Management, LLC., as its investment manager for Erie Indemnity Company, as Attorney-in-Fact for Erie Insurance Exchange

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Exelon Corporation Pension Master Retirement Trust,

as a Lender

By: Oaktree Capital Management, L.P.

Its: Investment Manager

By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA for and on behalf of FDNC US Senior Loans,
as a Lender
By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

FIAM Floating Rate High Income Commingled Pool,
as a Lender
By: Fidelity Institutional Asset Management Trust
Company as Trustee
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

FIAM Leveraged Loan, LP,

as a Lender

By: FIAM LLC as Investment Manager

By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BENTHAM STRATEGIC LOAN FUND,
as a Lender

By: Credit Suisse Asset Management, LLC, as Sub Advisor for Bentham Asset Management Pty Ltd., the agent and investment manager to Fidante Partners Limited, the trustee for Bentham Strategic Loan Fund

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bentham Syndicated Loan Fund,
as a Lender

By: Credit Suisse Asset Management, LLC., as Agent (Sub Advisor) for Challenger Investment Services
Limited, the Responsible Entity for Bentham Syndicated Loan Fund

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Fund,
as a Lender
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fidelity Floating Rate High Income Multi-Asset Base Fund,
as a Lender
by its manager Fidelity Investments Canada ULC
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fidelity Income Fund: Fidelity Total Bond Fund,
as a Lender
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fidelity Qualifying Investor Funds Plc,

as a Lender

By: FIAM LLC as Sub Advisor

By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fidelity Salem Street Trust: Fidelity SAI Total Bond Fund,
as a Lender
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fidelity Summer Street Trust: Fidelity Series Floating Rate High Income Fund,
as a Lender

By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fidelity Worldwide Investment Trust - Fidelity US Bank Loan Fund,
as a Lender
By: FIAM LLC as Sub Advisor
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fillmore Park CLO, Ltd.,
as a Lender

By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fonds de Formation des Salaries de L’Industrie de la Construction du Quebec,
as a Lender
By: BlackRock Asset Management Canada Limited as
Portfolio Manager and BlackRock Financial Management Inc.
as sub-advisor
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Four Points Multi-Strategy Master Fund Inc.,
as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager for the Distressed Account

By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Fyrkat Designated Activity Company,
as a Lender

By: Its Investment Advisor CVC Credit Partners, LLC

By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

G HSP III LLC,
as a Lender

By: Oaktree Capital Management, L.P.

its: Investment Manager

By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

G JBD III LLC,
as a Lender

By: Oaktree Capital Management, L.P.

its: Investment Manager

By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

G LTP III LLC,
as a Lender
By: Oaktree Capital Management, L.P.
its: Investment Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

General Conference Corporation of Seventh-day Adventists,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

GILBERT PARK CLO, LTD.,
as a Lender

By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

GIM Investment Trust - US High Yield Bond and Loan Fund,
as a Lender
By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

GIM SPECIALIST INVESTMENT FUNDS - GIM MULTI SECTOR CREDIT FUND,
as a Lender
By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

GIM TRUST 2 - SENIOR SECURED LOAN FUND,
as a Lender
By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance US Loan Fund 2016 a Series Trust of Global Cayman Investment Trust,
as a Lender
By: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MI Senior Loan Segregated Portfolio,
as a Lender
By:   /s/ Anthony Farraye
  Name: Anthony Farraye
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Morgan Stanley Investment Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco US Leveraged Loan Fund 2016-9 a Series
Trust of Global Multi Portfolio Investment Trust,
as a Lender
By: Invesco Senior Secured Management, Inc. as
Investment Manager
By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stelle HYFI Loan Fund,

as a Lender

By: Credit Suisse Asset Management, LLC, acting by attorney for G.A.S. (Cayman) Limited, in its capacity as trustee of Stelle HYFI Loan Fund, a series trust of Global Multi Strategy
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Global-Loan SV S.a r.l.,
as a Lender
Executed by Alcentra Limited as Portfolio Manager,
and Alcentra NY, LLC as Sub-Manager, for and on
behalf of Global-Loan SV Sarl
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Goldman Sachs Bank USA,

as a Lender

By:   /s/ Mahesh Mohan
  Name: Mahesh Mohan
  Title: Authorized Signatory

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Great-West Multi-Sector Bond Fund,

as a Lender

By:   /s/ Kyle Jennings
  Name: Kyle Jennings
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Greenwood Park CLO Ltd.,

as a Lender

By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Grippen Park CLO, Ltd.,

as a Lender

By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager to Warehouse Parent, Ltd.
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

GULF STREAM MERIDIAN 1 LTD.,

as a Lender

By: Meridian Credit Management LLC d/b/a Gulf Stream Asset Management, as its Collateral Manager
By:   /s/ William Farr IV
  Name: William Farr IV
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Gulf Stream Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Gulf Stream Meridian 2 LTD.,

as a Lender

By: Meridian Credit Management LLC d/b/a Gulf Stream Asset Management, as its Collateral Manager
By:   /s/ William Farr IV
  Name: William Farr IV
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Gulf Stream Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

GSO Ballantyne Funding LLC,

as a Lender

By: GSO / Blackstone Senior Floating Rate Opportunity Fund LP, as the sole member
By: GSO SFRO Associates LLC, its general partner
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Guardia 1, Ltd,

as a Lender

By: Sculptor Loan Management LP, its investment manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Guidestone Funds Global Bond Fund,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Gulf Stream Meridian 3 LTD,
as a Lender

By: Meridian Credit Management LLC d/b/a

Gulf Stream Asset Management, as its Collateral Manager

By:   /s/ William Farr IV
  Name: William Farr IV
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Gulf Stream Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Halcyon Loan Advisors Funding 2017-1 Ltd,
as a Lender
By: Halcyon Loan Advisors A LLC as Collateral Manager
By:   /s/ Dave Berger
  Name: Dave Berger
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BARDIN HILL INVESTMENT PARTNERS LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Halcyon Loan Advisors Funding 2017-2 Ltd,
as a Lender
By: Halcyon Loan Advisors A LLC as Collateral Manager
By:   /s/ Dave Berger
  Name: Dave Berger
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BARDIN HILL INVESTMENT PARTNERS LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Halcyon Loan Advisors Funding 2018-1 Ltd.,
as a Lender
By:   /s/ Dave Berger
  Name: Dave Berger
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BARDIN HILL INVESTMENT PARTNERS LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Halcyon Loan Advisors Funding 2018-2 Ltd,
as a Lender
By: Halcyon Loan Advisors 2018-2 LLC as Collateral Manager
By:   /s/ Dave Berger
  Name: Dave Berger
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BARDIN HILL INVESTMENT PARTNERS LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

HalseyPoint CLO 3, Ltd,
as a Lender
By:   /s/ Sunil Pradhan
  Name: Sunil Pradhan
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): HALSEYPOINT ASSET MANAGMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

HalseyPoint CLO I, Ltd.,
as a Lender
By:   /s/ Sunil Pradhan
  Name: Sunil Pradhan
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): HALSEYPOINT ASSET MANAGMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

HalseyPoint CLO II, Ltd,
as a Lender
By:   /s/ Sunil Pradhan
  Name: Sunil Pradhan
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): HALSEYPOINT ASSET MANAGMENT LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Hand Composite Employee Benefit Trust - Western Asset Income CIF,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Hand Composite Employee Benefit Trust - WA
Core Plus Bond CIF,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Harbor Park CLO, Ltd.,
as a Lender

by GSO/Blackstone Debt Funds Management LLC

as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

HarbourView CLO VII-R, Ltd.,
as a Lender

By: HarbourView Asset Management Corporation,

as Collateral Manager

By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Harriman Park CLO, Ltd.,
as a Lender
by Blackstone / GSO CLO Management LLC as Collateral
Manager
by: GSO / Blackstone Debt Funds Management LLC, its managing member
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Hartford Total Return Bond ETF,
as a Lender
By: Wellington Management Company LLP as its Investment Advisor
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Hartford Multi-Asset Income and Growth Fund,
as a Lender
By: Wellington Management Company LLP as its Investment Advisor
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Hartford Total Return Bond Fund,
as a Lender
By: Wellington Management Company, LLP as its Investment Adviser
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Hartford Strategic Income Fund,
as a Lender
By: Wellington Management Company, LLP as its Investment Adviser
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Hartford Floating Rate High Income Fund,

as a Lender

By: Wellington Management Company, LLP as its
Investment Adviser

By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Hartford Short Duration Fund,

as a Lender

By: Wellington Management Company, LLP as its
Investment Adviser
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Hartford Floating Rate Fund,
as a Lender
By: Wellington Management Company, LLP as its
Investment Adviser
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Hartford Total Return Bond HLS Fund,
as a Lender
By: Wellington Management Company, LLP as its
Investment Adviser
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Healthcare Employees’ Pension Plan-Manitoba By Post Advisory,
as a Lender
By: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of:
By:   /s/ Iris Shin
  Name: Iris Shin
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Post Advisory Group, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Highmark Inc.,
as a Lender
by SHENKMAN CAPITAL MANAGEMENT, INC., as
Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

HYFI Aquamarine Loan Fund,
as a Lender
By:   /s/ Jeffrey Smith
  Name: Jeffrey Smith
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): KKR Asset Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

HYFI LOAN FUND,

as a Lender

By: Credit Suisse Asset Management, LLC, as investment manager

By:   /s/ Thomas Flannery
 

Name: Thomas Flannery

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ICM Global Floating Rate Income Limited,

as a Lender

By: Investcorp Credit Management US LLC, as the US

Investment Manager

By:   /s/ David Nadeau
 

Name: David Nadeau

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Investcorp Credit Management US LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Illinois State Board of Investment,

as a Lender

By:   /s/ Schrager, Alan
 

Name: Schrager, Alan

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

INDACO SICAV-SIF-INDACO CIFC US

LOANS,

as a Lender

By: CIFC Asset Management LLC,
its Sub-Investment Manager

By:   /s/ Robert Mandery
 

Name: Robert Mandery

Title: Co-Head of Investment Research

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Indaco SICAV-SIF Senior Secured Corporate Loan Fund,

as a Lender

By: CIFC Asset Management LLC,
its Sub-Investment Manager

By:   /s/ Robert Mandery
 

Name: Robert Mandery

Title: Co-Head of Investment Research

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Indiana Public Retirement System,

as a Lender

By: Oaktree Capital Management, L.P.

its: Investment Manager

By:   /s/ Andrew Park
 

Name: Andrew Park

Title: Vice President

If a second signature is necessary:
By:   /s/ Ronald Kaplan
 

Name: Ronald Kaplan

Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Indiana University,

as a Lender

By:   /s/ Joanne Dy
 

Name: Joanne Dy

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

INTERLAKEN FUNDING, LTD,

as a Lender

By:   /s/ Thomas Flannery
 

Name: Thomas Flannery

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AVAW,

as a Lender

BY: INTERNATIONALE

KAPITALANLAGEGESELLSCHAFT mbH

acting for account of AVAW

 

Represented by: Oak Hill Advisors, L.P.

As Fund Manager

By:   /s/ Alan Schrager
 

Name: Alan Schrager

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SAEV Masterfonds Wellington Global High Yield, as a Lender

By: Wellington Management Company LLP as its Investment Advisor

By:   /s/ Donna Sirianni
 

Name: Donna Sirianni

Title: Vice President

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco BL Fund, Ltd.,

as a Lender

By: Invesco Management S.A. As Investment Manager

By:   /s/ Kevin Egan
 

Name: Kevin Egan

Title: Authorized Individual

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco Senior Loan ETF,

as a Lender

By: Invesco Senior Secured Management, Inc., as Sub-Adviser

By:   /s/ Kevin Egan
 

Name: Kevin Egan

Title: Authorized Individual

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco Floating Rate Income Fund,

as a Lender

By: Invesco Senior Secured Management, Inc. as Sub-Adviser

By:   /s/ Egan, Kevin
 

Name: Egan, Kevin

Title: Authorized Individual

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco Gemini US Loan Fund LLC,

as a Lender

By: Invesco Senior Secured Management, Inc as Investment Advisor

By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco Master Loan Fund,

as a Lender

By: Invesco Senior Secured Management, Inc.,
as Investment Adviser

By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco Sakura US Senior Secured Fund,

as a Lender

By: Invesco Senior Secured Management, Inc. as Investment Manager

By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco Senior Income Trust,

as a Lender

BY: Invesco Senior Secured Management, Inc. as Sub-advisor

By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco Senior Loan Fund,

as a Lender

BY: Invesco Senior Secured Management, Inc. as Sub-advisor

By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

INVESCO SSL FUND LLC,

as a Lender

By: Invesco Senior Secured Management, Inc. as Collateral Manager

By:   /s/ Egan, Kevin
  Name: Egan, Kevin
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Invesco Zodiac Funds-Invesco US Senior Loan Fund,

as a Lender

By: Invesco Senior Secured Management, Inc. as Investment Manager

By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Iowa Public Employees’ Retirement System,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Iron Workers Locals 40, 361 & 417 Pension Fund,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Jackson Mill CLO Ltd.,

as a Lender

By: Shenkman Capital Management, Inc., as Portfolio Manager

By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Jamestown CLO II Ltd.,

as a Lender

By: 3i Debt Management US, LLC as Manager

By:   /s/ David Nadeau
  Name: David Nadeau
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Investcorp Credit Management US LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Jamestown CLO IX Ltd.,

as a Lender

By: 3i Debt Management U.S. LLC, as Portfolio Manager

By:   /s/ David Nadeau
  Name: David Nadeau
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Investcorp Credit Management US LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Jamestown CLO VI-R Ltd.,

as a Lender

By: Investcorp Credit Management US LLC, as Portfolio Manager
By:   /s/ David Nadeau
  Name: David Nadeau
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Investcorp Credit Management US LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Jamestown CLO X Ltd.,

as a Lender

By: 3i Debt Management U.S. LLC, as Portfolio Manager
By:   /s/ David Nadeau
  Name: David Nadeau
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Investcorp Credit Management US LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JAMESTOWN CLO XI LTD.,

as a Lender

By: Investcorp Credit Management US LLC, as Investment Manager
By:   /s/ David Nadeau
  Name: David Nadeau
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Investcorp Credit Management US LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Jamestown CLO XII Ltd.,

as a Lender

By:   /s/ David Nadeau
  Name: David Nadeau
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Investcorp Credit Management US LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Jamestown CLO XIV Ltd.,

as a Lender

By: Investcorp Credit Management US LLC, as Portfolio Manager
By:   /s/ David Nadeau
  Name: David Nadeau
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Investcorp Credit Management US LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JAMESTOWN CLO XV Ltd.,

as a Lender

By: Investcorp Credit Management US LLC, as Portfolio Manager
By:   /s/ David Nadeau
  Name: David Nadeau
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Investcorp Credit Management US LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JANA Multi-Sector Credit Trust,

as a Lender

By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Eaton Vance US Senior BL Fund 2018,

as a Lender

By: Eaton Vance Management as Investment Advisor
By:   /s/ Michael Brotthof
  Name: Michael Brotthof
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Jay Park CLO Ltd.,

as a Lender

By: Virtus Partners LLC as Collateral Administrator
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Jefferson Mill CLO, Ltd.,

as a Lender

By: Shenkman Capital Management, Inc., as Collateral Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JNL/PPM America Total Return Fund, a series of JNL Investors Series Trust,

as a Lender

By: PPM America, Inc. as sub-adviser
By:   /s/ David Wagner
  Name: David Wagner
  Title: Senior Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): PPM America, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to:

JNL/DoubleLine Core Fixed Income Fund,
as a Lender

By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to:

JNL/DoubleLine Shiller Enhanced CAPE Fund,

as a Lender

By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JNL/Fidelity Institutional Asset Management Total Bond Fund,

as a Lender

By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust,

as a Lender

By: PPM America, Inc., as sub-adviser

By:   /s/ David Wagner
  Name: David Wagner
  Title: Senior Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): PPM America, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JHF II - Short Duration Credit Opportunities Fund,

as a Lender

By:   /s/ Adam Shapiro
  Name: Adam Shapiro
  Title: General Counsel
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Stone Harbor Investment Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

John Hancock Variable Insurance Trust

Opportunistic Fixed Income Trust,

as a Lender

By: Wellington Management Company LLP as its Investment Advisor

By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as a Lender

By:   /s/ Sean Chudzik
  Name: Sean Chudzik
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMORGAN CHASE and CO.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN CHASE BANK N.A. AS TRUSTEE OF THE JPMORGAN CHASE RETIREMENT PLAN,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN INSURANCE TRUST INCOME BUILDER PORTFOLIO,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN DIVERSIFIED FUND,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN FLOATING RATE INCOME FUND,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN GLOBAL ALLOCATION FUND,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN GLOBAL BOND OPPORTUNITIES FUND,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN INCOME BUILDER FUND,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMorgan Total Return Fund,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN HIGH YIELD FUND,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JPMORGAN STRATEGIC INCOME OPPORTUNITIES FUND,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

JSS Special Investments FCP (SIF) - JSS Senior Loan Fund,
as a Lender
By: CIFC Asset Management LLC, its Sub-Investment Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

KA SPECIAL K, L.P.,

as a Lender

By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blue Cross and Blue Shield Association National Retirement Trust ,

as a Lender

By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

THE STATE OF CONNECTICUT ACTING THROUGH ITS TREASURER,
as a Lender

By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Government of Guam Retirement Fund ,

as a Lender

By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kapitalforeningen Industriens Pension Portfolio; High Yield Obligationer III,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

L3Harris Pension Master Trust,

as a Lender

By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

LOUISIANA STATE EMPLOYEES’ RETIREMENT SYSTEM,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

STICHTING MARS PENSIOENFONDS,

as a Lender

By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MARS ASSOCIATES RETIREMENT PLAN,

as a Lender

By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

COMMONWEALTH OF MASSACHUSETTS EMPLOYEES DEFERRED COMPENSATION PLAN,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MONTGOMERY COUNTY EMPLOYEES’ RETIREMENT SYSTEM,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MONTGOMERY COUNTY CONSOLIDATED RETIREE HEALTH BENEFITS TRUST,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NEW YORK CITY BOARD OF EDUCATION RETIREMENT SYSTEM,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NEW YORK CITY EMPLOYEES’ RETIREMENT SYSTEM,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NEW YORK CITY FIRE DEPARTMENT PENSION FUND,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NEW YORK CITY POLICE PENSION FUND,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TEACHERS’ RETIREMENT SYSTEM OF THE CITY OF NEW YORK,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PACE HIGH YIELD INVESTMENTS,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:  Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:    
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

STICHTING PENSIOENFONDS HOOGOVENS,
as a Lender
By:   /s/ Stephen Kotsen
  Name:   Stephen Kotsen
  Title:   Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

 

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
as a Lender
By:   /s/ Stephen Kotsen
  Name:   Stephen Kotsen
  Title:   Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

 

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kapitalforeningen MP Invest dba High yield obligationer V,
as a Lender
By:   /s/ Stephen Kotsen
  Name:   Stephen Kotsen
  Title:   Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

 

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kapitalforeningen Investin Pro, US Leveraged Loans I,
as a Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kayne CLO 4, Ltd.,
as a Lender
By:   /s/ John Eanes
 

Name: John Eanes

Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kayne CLO 5, Ltd.,
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kayne CLO 6, Ltd.,
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

KAYNE CLO 7, LTD,
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kayne CLO 8, LTD,
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kayne CLO 9, Ltd.,
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kayne CLO I, Ltd.,
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kayne CLO II, Ltd.,
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kayne CLO III, Ltd.,
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kentucky Retirement Systems,

as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kentucky Retirement Systems Insurance Trust Fund,

as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kentucky Teachers’ Retirement System Insurance Trust Fund,

as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kern County Employees Retirement Association,

as a Lender

BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

KKR DAF SYNDICATED LOAN AND HIGH YIELD FUND DESIGNATED ACTIVITY COMPANY,

as a Lender

By:   /s/ Jeffrey Smith
  Name: Jeffrey Smith
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): KKR Asset Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kolumban Alternative Investments - Loans,

as a Lender

By: CIFC Asset Management LLC, its Sub- Investment Manager
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kolumban Alternative Investments - Loans,

as a Lender

By: Octagon Credit Investors, LLC
as Investment Manager
By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Kolumban Alternative Investments -Loans,

as a Lender

By: SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

KVK CLO 2013-1 Ltd.,

as a Lender

By First Eagle Alternative Credit, LLC,
as Successor Collateral Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

KVK CLO 2018-1 Ltd.,

as a Lender

By First Eagle Alternative Credit, LLC,
as Successor Collateral Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Total Return ETF,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Legg Mason IF Western Asset Global Multi Strategy Bond Fund,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Legg Mason Western Asset Global Multi-Strategy Fund,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Legg Mason Global Funds plc / Legg Mason

Western Asset Multi-Asset Credit Fund,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Legg Mason Western Asset US Core Plus Bond Fund,
as a Lender
By:   /s/ Joanne Dy
 

Name: Joanne Dy

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Legg Mason Partners Income Trust - Western Asset Income Fund,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Short Duration High Income fund,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset SMASh Series Core Plus

Completion Fund,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Core Plus VIT Portfolio,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

LEO Funding I Limited,
as a Lender

BlueBay Asset Management LLC acting as agent for:
LEO Funding I Limited

By:   /s/ Kevin Webb
  Name: Kevin Webb
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlueBay Asset Management LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

LVIP JPMORGAN HIGH YIELD FUND,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Locals 302 & 612 of the International Union of Operating Engineers-Employers Construction Industry Retirement Fund,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Long Point Park CLO Ltd.,
as a Lender

By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Lord Abbett Bank Loan Trust,

as a Lender

By: Lord Abbett & Co LLC, As Investment Manager

By:   /s/ Arthur Rezendes
  Name: Arthur Rezendes
  Title: Director, Pricing & Corporate Actions
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Lord Abbett

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Lord Abbett Floating Rate Senior Loan Fund,

as a Lender

By: Lord, Abbett & Co. LLC, as Investment Manager

By:   /s/ Arthur Rezendes
  Name: Arthur Rezendes
  Title: Director, Pricing & Corporate Actions
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Lord Abbett

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Lord Abbett Investment Trust - Lord Abbett Floating Rate Fund,
as a Lender
By: Lord Abbett & Co LLC, As Investmen Manager
By:   /s/ Arthur Rezendes
  Name: Arthur Rezendes
  Title: Director, Pricing & Corporate Actions

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Lord Abbett

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Los Angeles County Employees Retirement Association,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Los Angeles County Employees Retirement
Association,
as a Lender
By: Credit Suisse Asset Management, LLC,
By: Credit Suisse Asset Management, LLC, as Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Investment Advisor to:
Louisiana State Employees’ Retirement System,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

LOUISIANA STATE EMPLOYEES’ RETIREMENT SYSTEM,
as a Lender
By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Lucali CLO, Ltd,
as a Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By:   /s/ Egan, Kevin
  Name: Egan, Kevin
  Title: Authorized Individual

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MADISON FLINTHOLM SENIOR LOAN FUND
I DAC,
as a Lender
By: Credit Suisse Asset Management LLC, as Investment Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MADISON PARK FUNDING X, LTD.,
as a Lender
BY: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XI, Ltd.,
as a Lender
BY: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XIII, Ltd.,
as a Lender
BY: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MADISON PARK FUNDING XIV, LTD.,
as a Lender
BY: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XIX, Ltd.,
as a Lender

By: Credit Suisse Asset Management, LLC, as collateral manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XL, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XLI, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XLII, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XLIII, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XLIV, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as Portfolio Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XLV, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC in its capacity as Investment Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XLVI, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as Portfolio Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XLVII, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as Portfolio Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MADISON PARK FUNDING XVII, LTD.,

as a Lender

BY: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XVIII, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC

as Collateral Manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XX, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXI, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXII, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXIII, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC as Collateral Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXIV, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC as Collateral Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXIX, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as Collateral Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXV, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as collateral manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXVI, Ltd,

as a Lender

By: Credit Suisse Asset Management, LLC, as collateral manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXVII, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as Asset Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXVIII, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as portfolio manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXX, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC as Portfolio Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXXI, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as Asset Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXXII, Ltd.,

as a Lender

By: Credit Suisse Asset Management, LLC, as Porfolio Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MADISON PARK FUNDING XXXIII, LTD.,

as a Lender

By: Credit Suisse Asset Management, LLC,

as Collateral Manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXXIV, Ltd.,

as a Lender

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXXIX, Ltd.,
as a Lender

By: Credit Suisse Asset Management, LLC, as Portfolio Manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXXV, Ltd.,
as a Lender

By: Credit Suisse Asset Management, LLC, as Asset Manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXXVI, Ltd.,
as a Lender
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Madison Park Funding XXXVII, Ltd.,
as a Lender

By: Credit Suisse Asset Management, LLC, as Porfolio Manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite VII, Limited,
as a Lender

BY: BlackRock Financial Management Inc., Its Collateral Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite VIII, Limited,
as a Lender

BY: BlackRock Financial Management Inc., Its Collateral Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XII, LTD.,
as a Lender

BY: BlackRock Financial Management, Inc., its Collateral Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XIV-R, Limited,
as a Lender

By: BlackRock Financial Management, its Investment Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XV, Limited,
as a Lender

By: BlackRock Financial Management, Inc., as Investment Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XVI, Limited,
as a Lender

By: BlackRock Financial Management, Inc., as Portfolio Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XVIII, Limited,
as a Lender

By: BlackRock Financial Management, Inc., its Collateral Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XX, Limited,
as a Lender

By: BlackRock Financial Management, Inc., as Portfolio Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XXI, Limited,
as a Lender

By: BlackRock Financial Management Inc., as Collateral Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XXII, Limited,
as a Lender
By: BlackRock Financial Management Inc., as Collateral Manager
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XXIII, Limited,
as a Lender
By: BlackRock Financial Management Inc., as Collateral Manager
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XXIV, Limited,
as a Lender
By: BlackRock Financial Management Inc., as Collateral Manager
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MAGNETITE XXV, LIMITED,
as a Lender
By: BlackRock Financial Management Inc., as Collateral Manager

By:

  /s/ Rob Jacobi
 

Name: Rob Jacobi

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MAGNETITE XXVI, LIMITED,
as a Lender
By: BlackRock Financial Management Inc., as Collateral Manager
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XXVII, Limited,
as a Lender

By: BlakRock Financial Management Inc. as

Investment Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Magnetite XXVIII, Limited,
as a Lender
By: BlackRock Financial Management Inc., as Collateral Manager
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MARYLAND STATE RETIREMENT AND PENSION SYSTEM,
as a Lender
By: Credit Suisse Asset Management, LLC, as its Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MassMutual Select Funds - MassMutual Select T.
Rowe Price Bond Asset Fund,
as a Lender
By: T. Rowe Price Associates, Inc., as investment sub-adviser
By:   /s/ Rebecca Willey
  Name: Rebecca Willey
  Title: Bank Loan Trader
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MassMutual Select Strategic Bond Fund,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Master Trust For Joint Administration Of Pension Plans,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MCIC Vermont (A Reciprocal Risk Retention Group),
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Medtronic Holdings SARL,

as a Lender

By: Wellington Management Company LLP as its Investment Advisor
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mercer Opportunistic Fixed Income Fund,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MERCER QIF FUND PLC - Mercer Investment Fund 1,

as a Lender

By: Oak Hill Advisors, L.P.

as Investment Manager

By:   /s/ Alan Schrager
 

Name: Alan Schrager

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to: Mercer

QIF Fund PLC - Mercer 1 Flexible Income Foreign Currency Bonds,

as a Lender

By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mercy Health MyRetirement Personal Pension

Account Plan,

as a Lender

by: Shenkman Capital Management, Inc. as Investment

Manager

By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel and Chief Compliance officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Metropolitan Life Insurance Company Separate Account No. 558,

as a Lender

BY: T. Rowe Price Associates, Inc. as investment advisor
By:   /s/ Rebecca Willey
  Name: Rebecca Willey
  Title: Bank Loan Trader
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MidOcean Credit CLO III,

as a Lender

By: MidOcean Credit Fund Management LP, as Portfolio Manager
By: Ultramar Credit Holdings, Ltd., its General Partner
By:   /s/ Jim Wiant
 

Name: Jim Wiant

 

Title: Managing Director

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): MidOcean Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MidOcean Credit CLO IX,

as a Lender

By: MidOcean Credit Fund Management LP, as Portfolio Manager
By: Ultramar Credit Holdings, Ltd., its General Partner
By:   /s/ Jim Wiant
 

Name: Jim Wiant

 

Title: Managing Director

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): MidOcean Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MidOcean Credit CLO VII,

as a Lender

By: MidOcean Credit Fund Management LP, as Portfolio Manager
By: Ultramar Credit Holdings, Ltd., its General Partner
By:   /s/ Jim Wiant
 

Name: Jim Wiant

 

Title: Managing Director

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): MidOcean Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MidOcean Credit CLO VIII,

as a Lender

By: MidOcean Credit Fund Management LP, as Portfolio Manager
By: Ultramar Credit Holdings, Ltd., its General Partner
By:   /s/ Jim Wiant
 

Name: Jim Wiant

 

Title: Managing Director

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): MidOcean Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

MILOS CLO, LTD.,

as a Lender

By: Invesco RR Fund L.P. as Collateral Manager
By: Invesco RR Associates LLC, as general partner
By: Invesco Senior Secured Management, Inc. as sole member
By:   /s/ Egan, Kevin
 

Name: Egan, Kevin

 

Title: Authorized Individual

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

WM Pool - High Yield Fixed Interest Trust,

as a Lender

By: Oaktree Capital Management, L.P.
Its: Investment Manager
By:   /s/ Andrew Park
  Name: Andrew Park
 

Title: Vice President

If a second signature is necessary:
By:   Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

WM Pool - High Yield Fixed Interest Trust,

as a Lender

By: Loomis, Sayles & Company, L.P., its Investment Manager
By: Loomis, Sayles & Company, Incorporated, its General Partner
By:   /s/ Mary McCarthy
  Name: Mary McCarthy
  Title: Vice President, Legal and Compliance Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Loomis, Sayles and Company, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to: MML Dynamic Bond Fund,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Monarch Grove CLO, Ltd,

By: Tall Tree Investment Manager, LLC

As Collateral Manager,

as a Lender
By:   /s/ Frank J. Sherrod
  Name: Frank J. Sherrod
  Title: Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any):                            

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Lockwood Grove CLO, Ltd.

By: Tall Tree Investment Manager, LLC

As Collateral Manager,

as a Lender
By:   /s/ Frank J. Sherrod
  Name: Frank J. Sherrod
  Title: Chief Operating Officer
If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any):                            

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Morgan Stanley Bank, N.A.,

as a Lender

By:   /s/ John Gally
  Name: John Gally
  Title: Auhtorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): MORGAN STANLEY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Morgan Stanley Pathway Funds - Core Fixed Income Fund,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mountain Hawk II CLO, LTD.,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mountain Hawk III CLO, Ltd.,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mountain View CLO 2016-1 Ltd.,
as a Lender
By: Seix Investment Advisors LLC, as Collateral Manager
By:   /s/ George Goudelias
  Name: George Goudelias
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Seix Investment Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mountain View CLO 2017-1 Ltd.,
as a Lender
By: Seix Investment Advisors LLC, as Collateral Manager
By:   /s/ George Goudelias
  Name: George Goudelias
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Seix Investment Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mountain View CLO 2017-2 Ltd.,
as a Lender
By: Seix Investment Advisors LLC, as Collateral Manager
By:   /s/ George Goudelias
  Name: George Goudelias
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Seix Investment Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mountain View CLO IX Ltd.,
as a Lender
By; Seix Investment Advisors LLC, as Collateral Manager
By:   /s/ George Goudelias
  Name: George Goudelias
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Seix Investment Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

 

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mountain View CLO XIV Ltd.,
as a Lender
By: Seix Investment Advisors LLC, as Collateral Manager
By:   /s/ George Goudelias
  Name: George Goudelias
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Seix Investment Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Mountain View CLO XV Ltd.,
as a Lender
By: Seix Investment Advisors LLC, as Collateral Manager
By:   /s/ George Goudelias
  Name: George Goudelias
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Seix Investment Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

CIFC B LOAN INCOME FUND 2018 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST,

as a Lender

By: CIFC Asset Management LLC, the Investment Manager

By:   /s/ Robert Mandery
 

Name: Robert Mandery

Title: Co-Head of Investment Research

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

KKR JP Loan Fund 2017 a Series Trust of Multi Manager Global Investment Trust,

as a Lender

By:   /s/ Jeffrey Smith
 

Name: Jeffrey Smith

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): KKR Asset Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

KKR JP Loan Fund B 2018 A Series Trust of Multi Manager Global Investment Trust,

as a Lender

By:   /s/ Jeffrey Smith
 

Name: Jeffrey Smith

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): KKR Asset Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Senior Loan Trust 2018 A Series Trust of Multi Manager Global Investment Trust,

as a Lender

By: Octagon Credit Investors, LLC

as Investment Manager

By:   /s/ Kimberly Wong Lem
 

Name: Kimberly Wong Lem

Title: Vice President, Portfolio Administration

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

POST SENIOR LOAN FUND SINGLE B SERIES 1,
as a Lender
By:   /s/ Iris Shin
 

Name: Iris Shin

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Post Advisory Group, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

WMC Loan Fund 2018 A Series Trust of Multi Manager Global Investment Trust,

as a Lender

By: Wellington Management Company LLP as its Investment Advisor

By:   /s/ Donna Sirianni
 

Name: Donna Sirianni

Title: Vice President

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Zermatt B Loan Fund 2018, A series trust of Multi Manager Global Investment Trust,

as a Lender

By: Credit Suisse Asset Management, LLC, as Investment Manager for Brown Brothers Harriman Trust Company(Cayman) Limited, the Trustee for Zermatt B Loan Fund 2018 as series trust of Multi Manager Global Investment Trust

By:   /s/ Thomas Flannery
 

Name: Thomas Flannery

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

KKR JP LOAN FUND 2015 A SERIES TRUST

OF MULTI MANAGER GLOBAL INVESTMENT TRUST,

as a Lender

By:   /s/ Jeffrey Smith
 

Name: Jeffrey Smith

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): KKR Asset Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Yosemite Loan Fund,
as a Lender

By: Credit Suisse Asset Management, LLC, as Investment Manager for G.A.S. (Cayman) Limited, in its capacity as trustee of Yosemite Loan Fund, a series trust of Multi Strategy Umbrella Fund Cayman

By:   /s/ Thomas Flannery
 

Name: Thomas Flannery

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Multi-Credit SV II S.A.R.L.,

as a Lender

acting by its attorney Alcentra NY, LLC

By:   /s/ Miguel Contreras
 

Name: Miguel Contreras

Title: Vice President

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Multi-Credit SV S.a.r.l.,

as a Lender

Executed by Alcentra NY, LLC for and on behalf of Multi-Credit SV S.a r.l.

By:   /s/ Miguel Contreras
 

Name: Miguel Contreras

Title: Vice President

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Catalyst/CIFC Floating Rate Income Fund,

as a Lender

By: CIFC Asset Management LLC, its Sub-Advisor

By:   /s/ Robert Mandery
 

Name: Robert Mandery

Title: Co-Head of Investment Research

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Myers Park CLO, Ltd.,
as a Lender
By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BR US Leveraged Loan Fund a Series Trust of

MYL Global Investment Trust,
as a Lender

By: BlackRock Financial Management Inc., its

Investment Manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

National Electrical Benefit Fund,
as a Lender
By: Crescent Capital Group LP, its adviser
By:   /s/ Alex Slavtchev
  Name: Alex Slavtchev
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Zachary Nuzzi
  Name: Zachary Nuzzi
  Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NC GARNET FUND, L.P.,
as a Lender

By: NC Garnet Fund (GenPar), LLC,

its general partner

By: BlackRock Financial Management, Inc.

its manager

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NCRAM Loan Trust,

as a Lender

By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title:Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

 

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Hold ings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

                                                         ,

as a Lender (type name of the legal entity)

By:  
  Name:
  Title:

 

New York Life Insurance Company
By:   /s/ Robert F. Young
Name:   Robert F. Young
Title:   Sr. Director

 

New York Life Insurance and Annuity Corporation
By: NYL Investors LLC,
its Investment Manager
By:   /s/ Robert F. Young
Name:  
Title:  

 

TCI-Flatiron CLO 2016-1 Ltd.
By: TCI Capital Management II LLC,
its Collateral Manager
By:   NYL Investors LLC,
its Attorney-in-Fact
By:   /s/ Robert F. Young
Name:  
Title:  

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

                                                                          ,

as a Lender (type name of the legal entity)

By:  
  Name:
  Title:

 

Flatiron CLO 17 Ltd.
By:  

NYL Investors LLC,

as Collateral Manager and Attorney-In-Fact

By:   /s/ Robert F. Young
Name:   Robert F. Young
Title:   Sr. Director

 

TCI-Flatiron CLO 2017-1 Ltd.
By: TCI Capital Management II LLC,
its Collateral Manager
By:   NYL Investors LLC,
its Attorney-In-Fact
By:   /s/ Robert F. Young
Name:  
Title:  

 

Flatiron CLO 18 Ltd.
By:   NYL Investors LLC,
as Collateral Manager and Attorney-In-Fact
By:   /s/ Robert F. Young
Name:  
Title:  

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

                                                                         ,
as a Lender (type name of the legal entity)
By:  
  Name:
  Title:

 

TCI-Flatiron CLO 2018-1 Ltd.
By: TCI Capital Management LLC,
  its Collateral Manager
By:   NYL Investors LLC,
its Attorney-In-Fact
By:   /s/ Robert F. Young
Name:   Robert F. Young
Title:   Sr. Director

 

Flatiron CLO 19 Ltd.
By:  

NYL Investors LLC,

as Collateral Manager and Attorney-In-Fact

By:   /s/ Robert F. Young
Name:  
Title:  

 

Flatiron CLO 20 Ltd.
By: NYL Investors LLC,
       as Collateral Manager and Attorney-In-Fact
By:   /s/ Robert F. Young
Name:  
Title:  

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

                                                                         ,
as a Lender (type name of the legal entity)
By:  
  Name:
  Title:

 

MainStay Floating Rate Fund,
a series of MainStay Funds Trust
By: NYL Investors LLC,
       its Subadvisor
By:   /s/ Robert F. Young
Name:   Robert F. Young
Title:   Sr. Director

 

MainStay VP Floating Rate Portfolio,
a series of MainStay VP Funds Trust
By: NYL Investors LLC,
       its Subadvisor
By:   /s/ Robert F. Young
Name:  
Title:  

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Newfleet CLO 2016-1, Ltd.,
as a Lender
By:   /s/ Kyle Jennings
  Name: Kyle Jennings
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Niagara Park CLO, Ltd.,
as a Lender

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NCRAM LoanTrust,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate

          Research and Asset Management Inc

          as investment advisor

 

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Nomura Global Manager Select - Bank Loan Fund,
as a Lender
BY: Deutsche Investment Management Americas Inc.,
its Investment Sub-Advisor
By:   /s/ Toure Douglas
 

Name: Toure Douglas

Title: Associate HY Analyst

 

If a second signature is necessary:
By:   /s/ Thomas Bouchard
  Name: Thomas Bouchard
  Title: Vice President

Name of Fund Manager (if any): DWS

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Investment Advisor to:
Treasurer of the State of North Carolina,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NORTHERN MULTI-MANAGER HIGH YIELD

OPPORTUNITY FUND,

as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate

          Research and Asset Management Inc

          as investment advisor

 

If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to: Northern Trust Company Sub-Advised Collective Funds
Trust,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

NORTHWELL HEALTH, INC.,
as a Lender
By: Oak Hill Advisors, L.P.
As its Investment Advisor
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Northwoods Capital 20, Limited,
as a Lender
By: Angelo, Gordon & Co., LP
As Collateral Manager
By:   /s/ Maureen D’ Alleva
  Name: Maureen D’ Alleva
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Angelo Gordon and Co.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Northwoods Capital XVIII, Limited,
as a Lender
By: Angelo, Gordon & Co., LP
As Collateral Manager
By:   /s/ Maureen D’ Alleva
  Name: Maureen D’ Alleva
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Angelo Gordon and Co.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree (Lux.) III—Oaktree Global Credit Fund,
as a Lender
By: Oaktree Capital Management, L.P., as portfolio manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree CLO 2014-1 Ltd.,
as a Lender
BY: Oaktree Capital Management, L.P.
Its: Collateral Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OAKTREE CLO 2015-1 LTD.,
as a Lender
By: Oaktree Capital Management, L.P.
its: Collateral Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree CLO 2018-1 Ltd.,
as a Lender
By: Oaktree Capital Management, L.P.
its: Collateral Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree CLO 2019-1 Ltd.,
as a Lender
By: Oaktree Capital Management, L.P.
its: Collateral Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree CLO 2019-2 Ltd.,
as a Lender
By: Oaktree Capital Management, L.P.
its: Collateral Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree CLO 2019-3, Ltd.,
as a Lender
BY: Oaktree Capital Management, L.P.
Its: Collateral Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree CLO 2019-4, Ltd.,
as a Lender
BY: Oaktree Capital Management, L.P.
Its: Collateral Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree CLO 2020-1, Ltd.,

as a Lender

By: Oaktree Capital Management, L.P.
its: Collateral Manager

By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree EIF III Series 1, Ltd.,

as a Lender

By: Oaktree Capital Management, L.P.
its: Collateral Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree EIF III Series II, Ltd.,

as a Lender

By: Oaktree Capital Management, L.P.
its: Collateral Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree GC Super Fund L.P.,
as a Lender

By: Oaktree GC Super Fund GP, L.P. Its: General Partner

By: Oaktree Fund GP, LLC Its: General Partner

By: Oaktree Fund GP I, L.P. Its: Managing Member

By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Authorized Signatory
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Authorized Signatory

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree Global Credit Holdings (Delaware), L.P.,
as a Lender
Oaktree Global Credit Holdings (Delaware), L.P.
By: Oaktree Global Credit Holdings (Cayman) Ltd.
Its: General Partner
By: Oaktree Capital Management, L.P.
Its: Director
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree Huntington-GCF Investment Fund, L.P.,
as a Lender

By: Oaktree Huntington-GCF Investment Fund GP, L.P.
Its: General Partner

By: Oaktree Huntington-GCF Investment Fund GP, LLC
Its: General Partner

By: Oaktree Fund GP I, L.P. Its: Managing Member

By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Authorized Signatory
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Authorized Signatory

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oaktree Senior Loan Fund, L.P.,

as a Lender

By: Oaktree Senior Loan GP, L.P.
Its: General Partner

 

By: Oaktree Fund GP IIA, LLC
Its: General Partner

 

By: Oaktree Fund GP II, L.P.
Its: Managing Member

By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Authorized Signatory
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Authorized Signatory

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oberon USA Investments Sarl,
as a Lender
By: Five Arrows Managers North America LLC
as Investment Manager
By:   /s/ Etton Soriano
  Name: Etton Soriano
  Title: Investment Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Five Arrows Managers North America LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OCA OHA Credit Fund LLC,

as a Lender

By: Oak Hill Advisors, L.P. as Investment Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ocean Trails CLO 8,
as a Lender
By: Five Arrows Managers North America LLC
as Asset Manager
By:   /s/ Etton Soriano
  Name: Etton Soriano
  Title: Investment Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Five Arrows Managers North America LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ocean Trails CLO IX,
as a Lender
By: Five Arrows Managers North America LLC
as Collateral Manager
By:   /s/ Etton Soriano
  Name: Etton Soriano
  Title: Investment Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Five Arrows Managers North America LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ocean Trails CLO V,
as a Lender
By: Five Arrows Managers North America LLC
as Asset Manager
By:   /s/ Etton Soriano
  Name: Etton Soriano
  Title: Investment Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Five Arrows Managers North America LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ocean Trails CLO VI,

as a Lender

By: Five Arrows Managers North America LLC
as Asset Manager

By:   /s/ Etton Soriano
  Name: Etton Soriano
  Title: Investment Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Five Arrows Managers North America LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ocean Trails CLO X,

as a Lender

By: Five Arrows Managers North America LLC
as Collateral Manager

By:   /s/ Etton Soriano
  Name: Etton Soriano
  Title: Investment Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Five Arrows Managers North America LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 18-R, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC
        as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 20-R, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC
as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 24, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC
as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 26, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC as Portfolio
Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 27, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC as Collateral
Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 28, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC
as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 29, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC as Investment
Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 30, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC
as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 31, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC
as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 32, LTD.,

as a Lender

By: Octagon Credit Investors, LLC
as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 33, LTD.,

as a Lender

By: Octagon Credit Investors, LLC
as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 34, Ltd.,
as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 35, Ltd.,
as a Lender

By: Octagon Credit Investors, LLC

as Asset Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 36, Ltd.,
as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 37, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 38, Ltd.,
as a Lender

By: Octagon Credit Investors, LLC

as Asset Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 39, Ltd.,
as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 40, Ltd.,
as a Lender

By: Octagon Credit Investors, LLC
as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 41, Ltd.,
as a Lender

By: Octagon Credit Investors, LLC

as Portfolio Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 42, Ltd.,
as a Lender

By: Octagon Credit Investors, LLC as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 43, Ltd.,
as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:

By:

 
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 44, Ltd.,
as a Lender

By: Octagon Credit Investor, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 45, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 47, Ltd,

as a Lender

By: Octagon Credit Investors, LLC

As Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 48, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 49, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners 50, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners XIV, Ltd.,

as a Lender

BY: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners XV, Ltd.,

as a Lender

BY: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners XVI, Ltd.,

as a Lender

BY: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners XVII, Ltd.,

as a Lender

BY: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners XXI, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC

as Portfolio Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners XXII, Ltd,

as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Investment Partners XXIII, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC

as Collateral Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

G.A.S. (Cayman) Limited, as Trustee on behalf of
Octagon Joint Credit Trust Series I (and not in its
individual capacity),
as a Lender
BY: Octagon Credit Investors, LLC, as Portfolio
Manager
By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Octagon Loan Funding, Ltd.,

as a Lender

By: Octagon Credit Investors, LLC

        as Collateral Manager

By:   /s/ Kimberly Wong Lemh
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA CREDIT FUNDING 1, LTD.,
as a Lender
By: Oak Hill Advisors, L.P.
as Portfolio Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA CREDIT FUNDING 2, LTD.,
as a Lender
By: Oak Hill Advisors, L.P.
as Portfolio Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Credit Funding 3, LTD.,
as a Lender
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA CREDIT FUNDING 4, LTD.,
as a Lender
By: Oak Hill Advisors, L.P.
as Portfolio Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Credit Funding 5, Ltd.,
as a Lender
By: Oak Hill Advisors, L.P.
as Portfolio Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Credit Funding 6, Ltd.,
as a Lender
By: Oak Hill Advisors, L.P.
as Portfolio Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Auhtorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Credit Funding 7, Ltd.,
as a Lender
By: Oak Hill Advisors, L.P.
as Portfolio Manager
By:   /s/ Schrager, Alan
  Name: Schrager, Alan
  Title: Partner

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA CREDIT PARTNERS VII, LTD.,
as a Lender

BY: Oak Hill Advisors, L.P.,

as Portfolio Manager

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Credit Partners XI, LTD.,
as a Lender
By: Oak Hill Advisors, L.P.
As Warehouse Portfolio Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA CREDIT PARTNERS XII, LTD.,
as a Lender
By: Oak Hill Advisors, L.P.
as Portfolio Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Credit Partners XIII, LTD.,
as a Lender
By: Oak Hill Advisors, L.P.
as Portfolio Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Credit Partners XIV, LTD.,
as a Lender
By: Oak Hill Advisors, L.P.
As Warehouse Portfolio Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Credit Partners X-R Ltd.,

as a Lender

By: Oak Hill Advisors, L.P.

As Warehouse Portfolio Manager

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA CREDIT PARTNERS XV, LTD.,

as a Lender

By: Oak Hill Advisors, L.P.

as Portfolio Manager

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Delaware Customized Credit Fund-F, L.P.,

as a Lender

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Diversified Credit Strategies Fund (Parallel), L.P.,

as a Lender

By: OHA Diversified Credit Strategies GenPar LLC, Its General Partner

By: OHA Global GenPar, LLC Its Managing member
By: OHA Global MGP, LLC Its Managing member
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Diversified Credit Strategies Fund Master, L.P.,

as a Lender

BY: OHA Diversified Credit Strategies GenPar LLC, its General Partner

OHA Diversified Credit Strategies MGP, LLC, its managing member
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA DIVERSIFIED CREDIT STRATEGIES MASTER FUND (PARALLEL II), L.P.,
as a Lender

By: OHA Diversified Credit Strategies Fund (Parallel II) GenPar, LLC, Its General Partner

By: OHA Global GenPar, LLC, Its Managing member

By: OHA Global MGP, LLC, Its Managing member

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Diversified Credit Strategies Tractor Master Fund, L.P.,

as a Lender

By: OHA Diversified Credit Strategies Tractor Fund GenPar, LLC, its general partner

By: OHA Global GenPar, LLC, its managing member

By: OHA Global MGP, LLC, its managing member

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA FINLANDIA CREDIT FUND, L.P.,

as a Lender

By: OHA Finlandia Credit Fund GenPar, LLC, its General Partner

By: OHA Global GenPar, LLC, its managing member

By: OHA Global MGP, LLC, its managing member

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA LOAN FUNDING 2013-1, LTD.,

as a Lender

By: Oak Hill Advisors, L.P. as Portfolio Manager

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA LOAN FUNDING 2013-2, LTD.,

as a Lender

By: Oak Hill Advisors, L.P.
As Portfolio Manager

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA LOAN FUNDING 2015-1, LTD.,

as a Lender

BY: Oak Hill Advisors, L.P. as Portfolio Manager

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA Loan Funding 2016-1, Ltd.,

as a Lender

By: Oak Hill Advisors, L.P. As Portfolio Manager

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OHA MD Opportunistic Credit Master Fund, L.P.,
as a Lender
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

One Eleven Funding III, Ltd.,

as a Lender

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Oregon Public Employees Retirement Fund,

as a Lender

BY: Oak Hill Advisors, L.P., as Investment

Manager

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM FUNDING II, LTD.,
as a Lender
By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM FUNDING III, LTD.,
as a Lender
By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM FUNDING IV, LTD.,
as a Lender
By: Och-Ziff Loan Management LP, its portfolio manager
By: Och-Ziff Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM FUNDING, LTD.,

as a Lender

By: OZ CLO Management LLC, its portfolio manager
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM IX, LTD.,
as a Lender
By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM VI, LTD.,
as a Lender
By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM VII, LTD.,
as a Lender
By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM VIII, LTD.,
as a Lender
By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XI, LTD.,
as a Lender
By: Och-Ziff Loan Management LP, its collateral manager
By: Och-Ziff Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XIII, Ltd.,
as a Lender
By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XIV, LTD.,

as a Lender

By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XIX, Ltd.,

as a Lender

By: OZ CLO Management LLC, its collateral manager
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XV, LTD.,

as a Lender

By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XVI, Ltd.,

as a Lender

By: OZ CLO Management LLC, its successor portfolio manager
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XVII, Ltd.,

as a Lender

By: OZ CLO Management LLC, its collateral

manager

By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XVIII, LTD,

as a Lender

By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XX, LTD,

as a Lender

By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XXI Ltd.,

as a Lender

By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XXII, Ltd.,

as a Lender

By: OZ CLO Management LLC, its collateral manager
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XXIII, Ltd.,

as a Lender

By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

OZLM XXIV, Ltd.,

as a Lender

By: Sculptor Loan Management LP, its portfolio manager
By: Sculptor Loan Management LLC, its general partner
By:   /s/ Wayne Cohen
  Name: Wayne Cohen
  Title: President and Chief Operating Officer
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PF Managed Bond Fund,

as a Lender

By:   /s/ Joanne Dy
 

Name: Joanne Dy

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Pacific Select Fund - Diversified Bond Portfolio,

as a Lender

BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
 

Name: Joanne Dy

 

Title: Authorized Signatory

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Collateral Manager to:

Parallel 2017-1 Ltd.,

as a Lender

By:   /s/ Oi Jong Martel
 

Name: Oi Jong Martel

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Collateral Manager to:

Parallel 2018-1 Ltd.,

as a Lender

By:   /s/ Oi Jong Martel
 

Name: Oi Jong Martel

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Collateral Manager to:

Parallel 2018-2 Ltd.,

as a Lender

By:   /s/ Oi Jong Martel
 

Name: Oi Jong Martel

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Collateral Manager to:

Parallel 2019-1 Ltd.,

as a Lender

By:   /s/ Oi Jong Martel
 

Name: Oi Jong Martel

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Collateral Manager to:

Parallel 2020-1 Ltd.,

as a Lender

By:   /s/ Oi Jong Martel
 

Name: Oi Jong Martel

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

 

Pension Benefit Guaranty Corporation,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Pension Benefit Guaranty Corporation,

as a Lender

By: Wellington Management Company LLP as

its Investment Advisor

By:   /s/ Donna Sirianni
 

Name: Donna Sirianni

Title: Vice President

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

 

PensionDanmark Pensionsforsikringsaktieselskab,

as a Lender

By: Oak Hill Advisors, L.P.,

as Investment Manager

By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Auhtorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PENSIONDANMARK

PENSIONSFORSIKRINGSAKTIESELSKAB,

as a Lender

For and on behalf of PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB Pension Denmark VI

By: Credit Suisse Asset Management, LLC (In its capacity as Investment Manager

By:   /s/ Thomas Flannery
 

Name: Thomas Flannery

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

 

Permanens Capital Floating Rate Fund LP,

as a Lender

BY: BlackRock Financial Management Inc., Its

Sub-Advisor

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PHILLIPS 66 RETIREMENT PLAN TRUST,

as a Lender

By: Credit Suisse Asset Management, LLC,

as Investment Manager

By:   /s/ Thomas Flannery
 

Name: Thomas Flannery

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PK-SSL Investment Fund Limited Partnership,

as a Lender

BY: Credit Suisse Asset Management, LLC, as its

Investment Manager

By:   /s/ Thomas Flannery
 

Name: Thomas Flannery

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Post Intermediate Term High Yield Fund, L.P.,

as a Lender

BY: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of:

By:   /s/ Iris Shin
  Name: Iris Shin
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Post Advisory Group, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Post Senior Loan Master Fund, L.P.,

as a Lender

BY: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of:

By:   /s/ Iris Shin
  Name: Iris Shin
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Post Advisory Group, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PPG Industries, Inc. Pension Plan Trust,

as a Lender

BY: GSO Capital Advisors LLC, As its Investment Advisor

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PPM CLO 2 Ltd.,

as a Lender

By: PPM Loan Management Company, LLC, as Asset Manager

By:   /s/ David Wagner
  Name: David Wagner
  Title: Senior Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): PPM America, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PPM CLO 2018-1 Ltd.,

as a Lender

By:   /s/ David Wagner
  Name: David Wagner
  Title: Senior Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): PPM America, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PPM CLO 3 Ltd.,

as a Lender

By: PPM Loan Management Company, LLC, as Portfolio Manager

By:   /s/ David Wagner
  Name: David Wagner
  Title: Senior Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): PPM America, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PPM CLO 4 Ltd.,

as a Lender

By:   /s/ David Wagner
  Name: David Wagner
  Title: Senior Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): PPM America, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PPM Core Plus Fixed Income Fund, a series of the PPM Funds,

as a Lender

By: PPM America, Inc., as agent and investment adviser on behalf of the Fund

By:   /s/ David Wagner
  Name: David Wagner
  Title: Senior Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): PPM America, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Post Global Limited Term High Yield Fund,

as a Lender

BY: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of:

By:   /s/ Iris Shin
  Name: Iris Shin
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Post Advisory Group, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Privilege Underwriters Reciprocal Exchange,

as a Lender

By: Sound Point Capital Management, LP as Manager

By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Prudential Hong Kong Limited,

as a Lender

By: PPM America, Inc., as attorney in fact

By:   /s/ David Wagner
  Name: David Wagner
  Title: Senior Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): PPM America, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Public Institution for Social Security,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Pulsar Funding I, Ltd.,

as a Lender

by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager

By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

PURE Insurance Company,

as a Lender

By:  

Sound Point Capital Management, LP as

Manager

By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

QCC Insurance Company,

as a Lender

By:   Wellington Management Company LLP as its Investment Advisor

 

By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Recette CLO, Ltd.,

as a Lender

By:   Invesco Senior Secured Management, Inc. as Collateral Manager

 

By:   /s/ Egan, Kevin
  Name: Egan, Kevin
  Title: Authorized Individual

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Regatta II Funding LP,

as a Lender

By: Napier Park Global Capital (US) LP Attorney-in-fact

 

By:   /s/ Melanie Hanlon
  Name: Melanie Hanlon
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

REGATTA IX FUNDING LTD.,

as a Lender

By: Regatta Loan Management LLC

its Collateral Manager

 

By:   /s/ Hanlon, Melanie
  Name: Hanlon, Melanie
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Regatta VI Funding Ltd,

as a Lender

By:   Regatta Loan Management LLC its Collateral Manager

 

By:   /s/ Hanlon, Melanie
  Name: Hanlon, Melanie
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Regatta VII Funding Ltd,

as a Lender

By:   Regatta Loan Management LLC its Collateral Manager

 

By:   /s/ Hanlon, Melanie
  Name: Hanlon, Melanie
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

REGATTA VIII FUNDING LTD,

as a Lender

By: Regatta Loan Management LLC attorney-in-fact

 

By:   /s/ Melanie Hanlon
  Name: Melanie Hanlon
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

REGATTA X FUNDING LTD.,

as a Lender

By: Regatta Loan Management LLC its Collateral Manager

 

By:   /s/ Hanlon, Melanie
  Name: Hanlon, Melanie
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

REGATTA XI FUNDING LTD.,

as a Lender

By: Regatta Loan Management LLC

its Collateral Manager

 

By:   /s/ Hanlon, Melanie
  Name: Hanlon, Melanie
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Regatta XII Funding Ltd.,

as a Lender

By: Regatta Loan Management LLC, its Collateral Manager

 

By:   /s/ Hanlon, Melanie
  Name: Hanlon, Melanie
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Regatta XIII Funding Ltd.,

as a Lender

By: Napier Park Global Capital (US) LP

Attorney-in-fact

 

By:   /s/ Melanie Hanlon
  Name: Melanie Hanlon
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

  ☐to

have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Regatta XIV Funding Ltd.,
as a Lender
By: Regatta Loan Management LLC, its Collateral Manager
By:   /s/ Melanie Hanlon
  Name: Melanie Hanlon
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Regatta XV Funding Ltd.,
as a Lender
By: Napier Park Global Capital (US) LP, its Collateral Manager
By:   /s/ Melanie Hanlon
  Name: Melanie Hanlon
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Regatta XVI Funding Ltd.,
as a Lender
By: Regatta Loan Management LLC, its Collateral Manager
By:   /s/ Hanlon, Melanie
  Name: Hanlon, Melanie
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Napier Park Global Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to:
Renaissance Flexible Yield Fund,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Renaissance Floating Rate Income Fund,
as a Lender
BY: Ares Capital Management II LLC, as Portfolio Sub-Advisor
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Renaissance Investment Holdings Ltd.,
as a Lender
By: Credit Suisse Asset Management, LLC as
investment manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Renaissance Investment Holdings Ltd.,
as a Lender

By: Oaktree Capital Management LP, as

sub-advisor

By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to:
Renaissance Multi-Sector Fixed Income Private Pool,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Renaissance Multi-Sector Fixed Income Private Pool,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Riserva CLO, Ltd,
as a Lender
By: Invesco RR Fund L.P. as Collateral Manager
By: Invesco RR Associates LLC, as general partner
By: Invesco Senior Secured Management, Inc. as
sole member
By:   /s/ Egan, Kevin
  Name: Egan, Kevin
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

River Canyon Single B U.S Loan Fund 2018 A Series Trust of Multi Manager Global Investment Trust,
as a Lender
By:RIVER CANYON FUND MANAGEMENT LLC,
its Investment Manage
By:   /s/ Jonathan M. Kaplan
  Name: Jonathan M. Kaplan
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Canyon Capital Advisors LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Rivernorth/Oaktree High Income Fund,
as a Lender
By: Oaktree Capital Management, L.P.
Its: Investment Manager
By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Rockford Tower CLO 2017-1, Ltd,
as a Lender
By: King Street Capital Management, L.P. Its       Authorized Signatory
By:   /s/ Michele Piorkowski
  Name: Michele Piorkowski
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): King Street Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Rockford Tower CLO 2017-2, Ltd.,

as a Lender

By: King Street Capital Management, L.P.

Its Authorized Signatory

By:   /s/ Michele Piorkowski
 

Name: Michele Piorkowski

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): King Street Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Rockford Tower CLO 2017-3, Ltd.,

as a Lender

By: Rockford Tower Capital Management, L.L.C.

Its Collateral Manager

By:   /s/ Michele Piorkowski
 

Name: Michele Piorkowski

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): King Street Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Rockford Tower CLO 2018-1, Ltd.,

as a Lender

By: Rockford Tower Capital Management, L.L.C.

Its Collateral Manager

By:   /s/ Michele Piorkowski
 

Name: Michele Piorkowski

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): King Street Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Rockford Tower CLO 2018-2, Ltd.,

as a Lender

By: Rockford Tower Capital Management, L.L.C.

Its Collateral Manager

By:   /s/ Michele Piorkowski
 

Name: Michele Piorkowski

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): King Street Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Romark CLO - I Ltd,

as a Lender

By: Romark CLO Advisors LLC, as Collateral

Manager

By:   /s/ Serge Todorovich
 

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Romark CLO - II Ltd,

as a Lender

By: Romark CLO Advisors LLC, as Collateral

Manager

By:   /s/ Serge Todorovich
 

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Romark CLO - III Ltd,

as a Lender

By: Romark CLO Advisors LLC, as Collateral Manager

By:   /s/ Serge Todorovich
 

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Romark WM-R Ltd,

as a Lender

By: Romark CLO Advisors LLC, as Collateral Manager

By:   /s/ Serge Todorovich
 

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Russell Investment Company Strategic Bond Fund,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Russell Investment Funds Strategic Bond Fund,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Russell Investments Fixed Income Pool,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Russell Investments Global Unconstrained Bond Pool,

as a Lender

by First Eagle Alternative Credit, LLC,

as Investment Manager

By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Russell Investments Institutional Funds LLC

Unconstrained Bond Fund,

as a Lender

By First Eagle Alternative Credit,

LLC, as Investment Manager

By:   /s/ James R. Fellows
 

Name: James R. Fellows

Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Russell Investments Institutional Funds LLC Core

Bond Fund,

as a Lender

By:   /s/ Joanne Dy
 

Name: Joanne Dy

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Russell Investments Ireland Limited on behalf of

the Russell Floating Rate Fund, a subfund of

Russell Investments Qualifying Investor Alternative Funds plc,

as a Lender

By First Eagle Alternative Credit, LLC,

as Investment Manager

By:   /s/ James R. Fellows
 

Name: James R. Fellows

Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Safety Insurance Company,

as a Lender

By: Wellington Management Company, LLP as its

Investment Adviser

By:   /s/ Donna Sirianni
 

Name: Donna Sirianni

Title: Vice President

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

School Employees Retirement System of Ohio,

as a Lender

By:   /s/ Joanne Dy
 

Name: Joanne Dy

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SEI Catholic Values Trust—Catholic Values Fixed

Income Fund,

as a Lender

By:   /s/ Joanne Dy
 

Name: Joanne Dy

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SEI INSTITUTIONAL INVESTMENTS TRUST -

OPPORTUNISTIC INCOME FUND,

as a Lender

BY: ARES MANAGEMENT LLC, AS SUB-ADVISOR

By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SEI Institutional Managed Trust—Multi-Asset

Income Fund,

as a Lender

By:   /s/ Joanne Dy
 

Name: Joanne Dy

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SEI Institutional Managed Trust - Core Fixed

Income Fund,

as a Lender

BY: Western Asset Management Company as

Investment Manager and Agent

By:   /s/ Joanne Dy
 

Name: Joanne Dy

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Senior Debt Portfolio,

as a Lender

BY: Boston Management and Research as

Investment Advisor

By:   /s/ Michael Brotthof
 

Name: Michael Brotthof

Title: Vice President

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SENIOR SECURED FLOATING RATE LOAN

FUND,

as a Lender

By: By: Credit Suisse Asset Management, LLC, the Portfolio Manager for Propel Capital Corporation,the manager for Senior Secured Floating Rate Loan Fund

By:   /s/ Thomas Flannery
 

Name: Thomas Flannery

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sentry Insurance a Mutual Company,

as a Lender

BY: Invesco Senior Secured Management, Inc. as

Sub-Advisor

By:   /s/ Kevin Egan
 

Name: Kevin Egan

Title: Authorized Individual

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2013-III CLO, Ltd.,

as a Lender

BY: Alcentra NY, LLC, as investment advisor

By:   /s/ Miguel Contreras
 

Name: Miguel Contreras

Title: Vice President

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2013-IV-R CLO Ltd.,
as a Lender
by Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2014-VI-R CLO, Ltd.,

as a Lender

By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2014-V-R CLO Ltd.,
as a Lender
by Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2015-VIII CLO, Ltd.,
as a Lender
by Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2015-VII-R CLO, Ltd.,
as a Lender
by Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2016-IX CLO, Ltd,
as a Lender
by Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2017-X CLO, Ltd,
as a Lender
by Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2017-XI CLO, LTD.,
as a Lender
by Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2018-XII CLO, LTD.,
as a Lender
by Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2019-XIV CLO, Ltd.,
as a Lender
by Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Shackleton 2019-XV CLO, LTD.,
as a Lender
By Alcentra NY, LLC as its Collateral Manager
By:   /s/ Miguel Contreras
  Name: Miguel Contreras
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Alcentra NY, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sheet Metal Workers’ National Pension Fund,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Signal Peak CLO 1, Ltd.,

as a Lender

By:   /s/ Brad Willson
  Name: Brad Willson
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ORIX Advisers, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Signal Peak CLO 2, LLC,

as a Lender

By:   /s/ Brad Willson
  Name: Brad Willson
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ORIX Advisers, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Signal Peak CLO 3, Ltd.,

as a Lender

By:   /s/ Brad Willson
  Name: Brad Willson
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ORIX Advisers, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Signal Peak CLO 4, Ltd.,

as a Lender

By:   /s/ Brad Willson
  Name: Brad Willson
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ORIX Advisers, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Signal Peak CLO 5, Ltd.,

as a Lender

By:   /s/ Brad Willson
  Name: Brad Willson
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ORIX Advisers, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Signal Peak CLO 6, Ltd.,

as a Lender

By:   /s/ Brad Willson
  Name: Brad Willson
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ORIX Advisers, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Signal Peak CLO 7, Ltd.,

as a Lender

By:   /s/ Brad Willson
  Name: Brad Willson
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ORIX Advisers, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Signal Peak CLO 8, Ltd.,

as a Lender

By:   /s/ Brad Willson
  Name: Brad Willson
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ORIX Advisers, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sixth Street CLO XVI, Ltd.,

as a Lender

By: Great Lawnview Funding IV Management LLC Its Collateral Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sixth Street RCF II Finance, LLC,

as a Lender

By: Sixth Street Rotational Credit II Management LLC
Its Collateral Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SKF USA Inc. Master Trust,

as a Lender

By: PPM America, Inc.,

as agent and investment adviser on behalf of its

client

By:   /s/ David Wagner
  Name: David Wagner
  Title: Senior Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): PPM America, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SOCIETE GENERALE FINANCIAL CORPORATION,
as a Lender
By:   /s/ Rebecca Zhang
  Name: Rebecca Zhang
  Title: Vice President

Name of Fund Manager (if any):_______N/A___________

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA for and on behalf of Sogecap Diversified Loans Fund,

as a Lender

By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO IV-R, Ltd.,
as a Lender
BY: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO IX, Ltd.,
as a Lender
By: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO VIII-R, Ltd.,
as a Lender
BY: Sound Point Capital Management, LP as
Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO VII-R, Ltd.,
as a Lender
BY: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO VI-R, Ltd.,
as a Lender
BY: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

  ☐to

have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XII, Ltd.,
as a Lender
By: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XIV, Ltd.,
as a Lender
By: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XIX, Ltd.,
as a Lender
By: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XV, Ltd,
as a Lender
By: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SOUND POINT CLO XVI, LTD.,
as a Lender
By: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XVII, Ltd.,
as a Lender
By: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XVIII, Ltd.,
as a Lender
By: Sound Point Capital Management, LP as Collateral Manager
By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XXII, Ltd.,

as a Lender

By: Sound Point Capital Management, LP as Collateral Manager

By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XXIII, Ltd.,

as a Lender

By: Sound Point Capital Management, LP as Collateral Manager

By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XXIV, Ltd.,

as a Lender

By: Sound Point Capital Management, LP as Collateral Manager

By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XXV, Ltd.,

as a Lender

By: Sound Point Capital Management, LP as Collateral Manager

By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XXVI, Ltd.,

as a Lender

By: Sound Point Capital Management, LP as Collateral Manager

By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sound Point CLO XXVII, Ltd.,

as a Lender

By: Sound Point Capital Management, LP as Collateral Manager

By:   /s/ Max Laskowski
  Name: Max Laskowski
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Sound Point Capital Management, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Southwick Park CLO, Ltd.,

as a Lender

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SP-Static CLO 1, Ltd.,

as a Lender

By:   /s/ Brad Willson
  Name: Brad Willson
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): ORIX Advisers, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SPDR Blackstone/GSO Senior Loan ETF,

as a Lender

BY: GSO/Blackstone Debt Funds Management LLC as Sub-Adviser

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to: SPDR DoubleLine Total Return Tactical ETF,

as a Lender

By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

St. George Corporation,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Star Insurance Company,

as a Lender

By: Octagon Credit Investors, LLC as Investment Manager

By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Growth Fixed Income Sector Trust,

as a Lender

By: Oaktree Capital Management, L.P.

its: Investment Manager

By:   /s/ Andrew Park
  Name: Andrew Park
  Title: Vice President
If a second signature is necessary:
By:   /s/ Ronald Kaplan
  Name: Ronald Kaplan
  Title: Managing Director

Name of Fund Manager (if any): Oaktree Capital Management, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stewart Park CLO, Ltd.,
as a Lender

BY: GSO / Blackstone Debt Funds Management

LLC

as Collateral Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stichting Pensioenfonds Hoogovens,
as a Lender
by First Eagle Alternative Credit, LLC,
its Asset Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stichting Pensioenfonds Hoogovens,
as a Lender
By: Ares Capital Management III LLC, its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stichting Pensioenfonds PGB,
as a Lender
by First Eagle Alternative Credit, LLC,
its Asset Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

STICHTING PHILIPS PENSIOENFOND,

as a Lender

BY: Oak Hill Advisors, L.P. as Investment Manager
By:   /s/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stone Harbor Collective Investment Trust - Stone Harbor Bank Loan Collective Fund,

as a Lender

By:   /s/ Adam Shapiro
  Name: Adam Shapiro
  Title: General Counsel

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Stone Harbor Investment Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stone Harbor Global Funds PLC - Stone Harbor Leveraged Loan Portfolio,

as a Lender

By:   /s/ Adam Shapiro
  Name: Adam Shapiro
  Title: General Counsel

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Stone Harbor Investment Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stone Harbor Global Funds PLC - Stone Harbor Multi Asset Credit (No.2) Portfolio,

as a Lender

By:   /s/ Adam Shapiro
  Name: Adam Shapiro
  Title: General Counsel

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Stone Harbor Investment Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stone Harbor Leveraged Loan Fund LLC,

as a Lender

By:   /s/ Adam Shapiro
  Name: Adam Shapiro
  Title: General Counsel

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Stone Harbor Investment Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stratus CLO 2020-1, Ltd.,

as a Lender
by GSO/Blackstone Debt Funds Management LLC

as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Stratus CLO 2020-2, Ltd.,

as a Lender

by Blackstone / GSO CLO Management LLC as Collateral

Manager

by: GSO / Blackstone Debt Funds Management

LLC, its

managing member

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sun Life Opportunistic Fixed Income Private Pool,

as a Lender

By: Wellington Management

Company LLP as its Investment Advisor

By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIG Flexible Credit Fund,
as a Lender
By:   /s/ Kyle Jennings
  Name: Kyle Jennings
  Title: Managing Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

SunAmerica Senior Floating Rate Fund, Inc-AIG Senior Floating Rate Fund,
as a Lender
By: Wellington Management Company, LLP as its Investment Advisor
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Sutter Health,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Swiss Capital Alternative Strategies Funds SPC re: SC Alternative Strategy 10 SP,
as a Lender
By:   /s/ Robert Mandery
  Name: Robert Mandery
  Title: Co-Head of Investment Research
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CIFC Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Swiss Capital Alternative Strategies Funds SPC for the Account of SC Alternative Strategy 9SP,
as a Lender
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

T. Rowe Price Floating Rate Fund, Inc.,
as a Lender
By:   /s/ Rebecca Willey
  Name: Rebecca Willey
  Title: Bank Loan Trader
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

T. Rowe Price Funds Series II SICAV - Floating Rate Loan Fund,
as a Lender
By: T. Rowe Price Associates, Inc. as investment Sub-manager of the T. Rowe Price Funds Series II SICAV-Floating Rate Loan Fund
By:   /s/ Rebecca Willey
  Name: Rebecca Willey
  Title: Bank Loan Trader
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

T. Rowe Price Institutional Floating Rate Fund,
as a Lender
By:   /s/ Rebecca Willey
  Name: Rebecca Willey
  Title: Bank Loan Trader
If a second signature is necessary:
By:  
  Name:
  Title:

:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

T. Rowe Price Floating Rate Multi-Sector Account Portfolio,
as a Lender
By:   /s/ Rebecca Willey
  Name: Rebecca Willey
  Title: Bank Loan Trader
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

T. Rowe Price Floating Rate Trust,
as a Lender
By: T. Rowe Price Trust Company, Trustee
By:   /s/ Rebecca Willey
  Name: Rebecca Willey
  Title: Bank Loan Trader
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

T. Rowe Price Bond Trust I,
as a Lender
By:   /s/ Rebecca Willey
  Name: Rebecca Willey
  Title: Bank Loan Trader
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

T. Rowe Price Total Return Fund, Inc,
as a Lender
By:   /s/ Rebecca Willey
  Name: Rebecca Willey
  Title: Bank Loan Trader
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Taconic Park CLO Ltd.,
as a Lender

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TE Connectivity Retirement Savings and Investment Plan Trust,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Teachers’ Retirement System of the State of Kentucky,

as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,

as Investment Manager

By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Telstra Superannuation Scheme,

as a Lender

By: Credit Suisse Asset Management, LLC, as sub advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for Telstra Super Pty Ltd. in its capacity as trustee of Telstra Superannuation Scheme

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Thayer Park CLO Ltd.,

as a Lender

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

THE G.E. C.I.F. TRUSTEES LTD AS TRUSTEE OF THE GE UK PENSION COMMON INVESTMENT FUND,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Civil Aviation Authority Pension Scheme,

as a Lender

By: BlackRock Financial Management, Inc., as agent for and on behalf of BlackRock Investment Management (UK) Limited as Investment Advisor

By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellington Trust Company, National Association Multiple Collective Investment Funds Trust II, Core Bond Plus/High Yield Bond Portfolio,

as a Lender

By: Wellington Management Company, LLP as its Investment Advisor

By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

First Eagle Bank Loan Select Master Fund, a Class of the First Eagle Bank Loan Select Series Trust I,

as a Lender

By First Eagle Alternative Credit SLS, LLC, as Investment Manager

By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

First Eagle Senior Loan Fund,

as a Lender

by First Eagle Alternative Credit, LLC,

as Adviser

By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO I-2, Ltd.,

as a Lender

By: TICP CLO I Management, LLC

Its Collateral Manager

By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO II-2, Ltd.,

as a Lender

By: TICP CLO II Management, LLC

Its Collateral Manager

By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO III-2, Ltd.,

as a Lender

By: TICP CLO III Management, LLC

Its Collateral Manager

By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO IV Ltd,
as a Lender
By: TICP CLO IV Management, LLC, its Collateral
Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO IX, Ltd.,

as a Lender

By: TICP CLO IX Management LLC

Its Collateral Manager

By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO V 2016-1, Ltd.,
as a Lender
BY: TICP CLO V 2016-1 Management, LLC, its
Collateral Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO VI 2016-2, Ltd.,
as a Lender
BY: TICP CLO VI 2016-2 Management, LLC, its
Collateral Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO VII, Ltd,

as a Lender

By: TICP CLO VII Management, LLC

Its Collateral Manager

By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO VIII, Ltd,

as a Lender

By: TICP CLO VIII Management, LLC

Its Collateral Manager

By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO X, Ltd.,

as a Lender

By: TICP CLO X Management, LLC

Its Collateral Manager

By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO XI, Ltd.,

as a Lender

By: TICP CLO XI Management, LLC

Its Collateral Manager

By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO XII, Ltd.,
as a Lender
By: TICP CLO XII Management, LLC,
Its Collateral Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO XIII, Ltd.,
as a Lender

By: TICP CLO XIII Management, LLC

Its Collateral Manager

By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO XIV, Ltd,

as a Lender

By: TICP CLO XIV Management, LLC
Its Collateral Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TICP CLO XV, Ltd.,

as a Lender

By: TICP CLO XV Management LLC
Its Collateral Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Times Square View III, Ltd.,
as a Lender
By: Times Square View III Management LLC
Its Collateral Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TJ-NonQualified, LLC - TJU NQ Core Plus Fixed Income Fund,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TJ-Qualified, LLC -TJU DB Core Plus Fixed Income Fund,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TRALEE CLO II, LTD,
as a Lender

By:

  Par-Four Investment Management, LLC
As Collateral Manager
By:   /s/ Dennis Gorczyca
  Name: Dennis Gorczyca
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Par-Four Investment Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Tralee CLO VI, Ltd.,
as a Lender
by: Par-Four CLO Management, LLC as Collateral Manager
By:   /s/ Dennis Gorczyca
  Name: Dennis Gorczyca
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Par-Four Investment Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Treman Park CLO, Ltd.,
as a Lender

BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Trestles CLO 2017-1, Ltd.,
as a Lender

By: Pacific Asset Management LLC, in its capacity as Investment Advisor

By:   /s/ Anar Majmudar
  Name: Anar Majmudar
  Title: Authorized Signatory

 

If a second signature is necessary:
By:   /s/ Norman Yang
  Name: Norman Yang
  Title: Authorized Signatory

Name of Fund Manager (if any): Virtus Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Trestles CLO II, Ltd.,
as a Lender

By: Pacific Asset Management LLC, in its capacity as Investment Advisor

By:   /s/ Anar Majmudar
  Name: Anar Majmudar
  Title: Authorized Signatory

 

If a second signature is necessary:
By:   /s/ Norman Yang
  Name: Norman Yang
  Title: Authorized Signatory

Name of Fund Manager (if any): Virtus Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Trestles CLO III, Ltd.,
as a Lender

By: Pacific Asset Management LLC, in its capacity as Investment Advisor

By:   /s/ Anar Majmudar
  Name: Anar Majmudar
  Title: Authorized Signatory

 

If a second signature is necessary:
By:   /s/ Norman Yang
  Name: Norman Yang
  Title: Authorized Signatory

Name of Fund Manager (if any): Virtus Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Trimaran CAVU 2019-1 LTD.,
as a Lender
By: Trimaran Advisors, L.L.C.
By:   /s/ Maureen K. Peterson
  Name: Maureen K. Peterson
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Trimaran Advisors, L.L.C.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Trimaran CAVU 2019-2 LTD.,
as a Lender
By: Trimaran Advisors, L.L.C.
By:   /s/ Maureen K. Peterson
  Name: Maureen K. Peterson
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Trimaran Advisors, L.L.C.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Trustmark Insurance Company,
as a Lender
By: Crescent Capital Group LP, its adviser
By:   /s/ Alex Slavtchev
  Name: Alex Slavtchev
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Zachary Nuzzi
  Name: Zachary Nuzzi
  Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Tryon Park CLO Ltd.,
as a Lender

BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

TSSP RCF Finance, LLC,
as a Lender
By: TSSP Rotational Credit Management LLC
Its Collateral Manager
By:   /s/ Daniel Wanek
  Name: Daniel Wanek
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

UAW Retiree Medical Benefits Trust (Chrysler Separate Retiree Account),
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

UAW Retiree Medical Benefits Trust (Ford Separate Retiree Account),
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

UAW Retiree Medical Benefits Trust (General Motors Separate Retiree Account),
as a Lender
By:   /s/ John Eanes
  Name: John Eanes
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Unite Pension Scheme,
as a Lender
By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

United HealthCare Insurance Company,
as a Lender
BY: GSO Capital Advisors LLC as Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

United HealthCare Insurance Company,
as a Lender
BY: GSO Capital Advisors II LLC as Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

University of Miami,
as a Lender
By:   /s/ Anthony Farraye
  Name: Anthony Farraye
  Title: Associate

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Morgan Stanley Investment Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

University of Southern California,
as a Lender
by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Upland CLO, Ltd.,
as a Lender
By: Invesco Senior Secured Management, Inc. as
Collateral Manager
By:   /s/ Egan, Kevin
  Name: Egan, Kevin
  Title: Authorized Individual

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Utica Mutual Insurance Company,
as a Lender
By: Wellington Management Company LLP as its
Investment Advisor
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

VENTURE XII CLO, Limited,
as a Lender
BY: its investment advisor
MJX Venture Management LLC
By:   /s/ Lewis Brown
  Name: Lewis Brown
  Title: Managing Director / Head of Trading

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): MJX Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

VENTURE XX CLO, Limited,
as a Lender
By: its investment advisor
MJX Venture Management LLC
By:   /s/ Lewis Brown
  Name: Lewis Brown
  Title: Managing Director / Head of Trading

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): MJX Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Verde CLO, Ltd.,
as a Lender
By: Invesco RR Fund L.P. as Collateral Manager
By: Invesco RR Associates LLC, as general partner
By: Invesco Senior Secured Management, Inc. as sole member
By:   /s/ Egan, Kevin
  Name: Egan, Kevin
  Title: Authorized Individual

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO III, Ltd.,
as a Lender
by Vibrant Capital Partners, Inc. (fka DFG Investment
Advisers, Inc.) as Portfolio Manager
By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO IV, Ltd.,
as a Lender

by Vibrant Capital Partners, Inc. (fka DFG Investment

Advisers, Inc.) as Portfolio Manager

By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO IX, Ltd.,
as a Lender
by Vibrant Capital Partners, Inc. (fka DFG Investment
Advisers, Inc.) as Portfolio Manager
By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO V, Ltd.,
as a Lender
by Vibrant Capital Partners, Inc. (fka DFG Investment
Advisers, Inc.) as Portfolio Manager
By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO VI, Ltd.,
as a Lender
by Vibrant Capital Partners, Inc. (fka DFG Investment
Advisers, Inc.) as Portfolio Manager
By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO VII, Ltd.,
as a Lender
By: Vibrant Credit Partners LLC, as Portfolio Manager
By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO VIII, Ltd.,
as a Lender
By: Vibrant Capital Partners, Inc. (fka DFG Investment
Advisers, Inc.) as Portfolio Manager
By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO X, Ltd.,
as a Lender
by Vibrant Capital Partners, Inc. (fka DFG Investment
Advisers, Inc.) as Collateral Manager
By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO XI, Ltd.,
as a Lender
By: Vibrant Credit Partners LLC, as Portfolio Manager
By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Vibrant CLO XII, Ltd.,
as a Lender
by Vibrant Capital Partners, Inc. (fka DFG Investment
Advisers, Inc.) as Portfolio Manager
By:   /s/ Jeremy Hyatt
  Name: Jeremy Hyatt
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Vibrant Capital Partners, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Virginia College Savings Plan,
as a Lender
by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Virtus Global Multi Sector Income Fund,
as a Lender
By:   /s/ Kyle Jennings
  Name: Kyle Jennings
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Virtus Newfleet Multi-Sector Intermediate Bond Fund,
as a Lender
By:   /s/ Kyle Jennings
         Name: Kyle Jennings
         Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Virtus Newfleet Multi-Sector Short Term Bond Fund,
as a Lender
By:   /s/ Kyle Jennings
  Name: Kyle Jennings
  Title: Managing Director

 

If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Virtus Newfleet Senior Floating Rate Fund,
as a Lender
By:   /s/ Kyle Jennings
  Name: Kyle Jennings
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Virtus Total Return Fund Inc.,
as a Lender
By:   /s/ Kyle Jennings
  Name: Kyle Jennings
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

VVIT: Virtus Newfleet Multi-Sector Intermediate Bond Series,
as a Lender
By:   /s/ Kyle Jennings
  Name: Kyle Jennings
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Newfleet Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

The Walt Disney Company Retirement Plan Master Trust,
as a Lender
BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

WCF Mutual Insurance Company,
as a Lender
By: Wellington Management Company, LLP as its
Investment Adviser
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Webster Park CLO, Ltd,
as a Lender
By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2015-1, Ltd.,
as a Lender
By: Wellfleet Credit Partners LLC
as Collateral Manager
By:   /s/ Dennis Talley
  Name: Dennis Talley
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2016-1, Ltd.,
as a Lender
By: Wellfleet Credit Partners LLC
as Collateral Manager
By:   /s/ Dennis Talley
  Name: Dennis Talley
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2016-2, Ltd.,
as a Lender
By: Wellfleet Credit Partners LLC
as Collateral Manager
By:   /s/ Dennis Talley
  Name: Dennis Talley
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2017-1, Ltd.,
as a Lender
By: Wellfleet Credit Partners, LLC
As Collateral Manager
By:   /s/ Dennis Talley
  Name: Dennis Talley
  Title: Portfolio Manager

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2017-2, Ltd.,

as a Lender

By: Wellfleet Credit Partners, LLC

As Collateral Manager

By:   /s/ Dennis Talley
 

Name: Dennis Talley

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2017-3, Ltd.,

as a Lender

By: Wellfleet Credit Partners, LLC

As Asset Manager

By:   /s/ Dennis Talley
 

Name: Dennis Talley

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs

Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2018-1, Ltd.,

as a Lender

By: Wellfleet Credit Partners, LLC

As Collateral Manager

By:   /s/ Dennis Talley
 

Name: Dennis Talley

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2018-2, Ltd.,

as a Lender

By: Wellfleet Credit Partners, LLC

As Collateral Manager

By:   /s/ Dennis Talley
 

Name: Dennis Talley

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2018-3, Ltd.,

as a Lender

By: Wellfleet Credit Partners, LLC

As Collateral Manager

By:   /s/ Dennis Talley
 

Name: Dennis Talley

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2019-1, Ltd.,

as a Lender

By: Wellfleet Credit Partners, LLC

As Collateral Manager

By:   /s/ Dennis Talley
 

Name: Dennis Talley

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2020-1, LTD,

as a Lender

By: Wellfleet Credit Partners, LLC

as Collateral Manager

By:   /s/ Dennis Talley
 

Name: Dennis Talley

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO 2020-2, Ltd.,

as a Lender

By: Wellfleet Credit Partners, LLC

As Collateral Manager

By:   /s/ Dennis Talley
 

Name: Dennis Talley

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellfleet CLO X, Ltd.,

as a Lender

By: Wellfleet Credit Partners, LLC

As Collateral Manager

By:   /s/ Dennis Talley
 

Name: Dennis Talley

Title: Portfolio Manager

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellfleet Credit Partners, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellington Opportunistic Fixed Income Fund,

as a Lender

By: Wellington Management Company

LLP as its Investment Advisor

By:   /s/ Donna Sirianni
 

Name:Donna Sirianni

Title:Vice President

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellington Responsible Values Multi-Sector Credit Fund,

as a Lender

By: Wellington Management Company

LLP as its Investment Advisor

By:   /s/ Donna Sirianni
 

Name:Donna Sirianni

Title:Vice President

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellington Multi-Sector Credit Fund,

as a Lender

By: Wellington Management Company, LLP as its Investment Adviser

By:   /s/ Donna Sirianni
 

Name:Donna Sirianni

Title:Vice President

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellington Trust Company, National Association Multiple Common Trust Funds Trust- Opportunistic Fixed Income Allocation Portfolio,
as a Lender
By: Wellington Management Company, LLP as its Investment Advisor
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellington Trust Company, National Association Multiple Common Trust Funds Trust Bank Loan Portfolio,
as a Lender
By: Wellington Management Company LLP as its Investment Adviser
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Core Bond Plus/High Yield Bond Portfolio,
as a Lender

By: Wellington Management Company, LLP as its Investment Advisor
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wells Fargo Bank, National Association,
as a Lender

By:   /s/ Jeff Graci
  Name: Jeff Graci
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wells Fargo Bank, National Association

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wespath Funds Trust,
as a Lender

By: Wellington Management Company, LLP as its Investment Advisor
By:   /s/ Donna Sirianni
  Name: Donna Sirianni
  Title: Vice President

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Wellington Management Company, LLP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

West Bend Mutual Insurance Company,
as a Lender

By: Crescent Capital Group LP, its sub-adviser
By:   /s/ Alex Slavtchev
  Name: Alex Slavtchev
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Zachary Nuzzi
 

Name: Zachary Nuzzi

Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Westcott Park CLO, Ltd.,
as a Lender

By: GSO / Blackstone Debt Funds Management LLC
as Collateral Manager to Warehouse Parent, Ltd.
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Floating Rate High Income Fund, LLC,
as a Lender

BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Funds, Inc. - Western AssetTotal
Return Unconstrained Fund,
as a Lender

BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Funds, , Inc. -Western Asset Core Plus Bond Fund,
as a Lender

BY: Western Asset Management Company as Investment Manager and Agent
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Multi-Asset Credit Portfolio Master Fund, Ltd.,
as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Bank Loan (Multi-Currency) Master Fund,
as a Lender

BY: Western Asset Management Company as Investment Manager and Agent

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Bank Loan (Offshore) Fund,
as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Short-Dated High Yield Master Fund, Ltd.,

as a Lender

BY: Western Asset Management Company as Investment Manager and Agent

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset Total Return Unconstrained (TRU) Bond Master Fund, LTD,

as a Lender

BY: Western Asset Management Company as Investment Manager and Agent

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset U.S. Bank Loan (Offshore) Fund,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Western Asset US Intermediate Plus LLC,

as a Lender

By:   /s/ Joanne Dy
  Name:
  Title:
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Whitebox CLO I, Ltd.,

as a Lender (type name of the legal entity)

By:   /s/ Joon Kyung
  Name: Joon Kyung
  Title: Portfolio Manager
If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any):__________________

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Whitebox CLO II, Ltd,

as a Lender (type name of the legal entity)

By:   /s/ Joon Kyung
  Name: Joon Kyung
  Title: Portfolio Manager
If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any):__________________

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE],

as a Lender (type name of the legal entity)

By:   /s/ [ILLEGIBLE]
  Name: [ILLEGIBLE]
  Title: [ILLEGIBLE]
If a second signature is necessary:
By:    
  Name:
  Title:

Name of Fund Manager (if any): [ILLEGIBLE]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

WIF - Post Short Duration High Yield Fund,

as a Lender

BY: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of:

By:   /s/ Iris Shin
  Name: Iris Shin
  Title: Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Post Advisory Group, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Credit Suisse Floating Rate Trust,

as a Lender

By: Credit Suisse Asset Management, LLC, as its investment manager

By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wilmington Trust Collective Investment Trust -Western Asset Core Plus Bond CIT,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

DoubleLine Capital LP as Sub-Advisor to: Wilshire Mutual Funds, Inc. - Wilshire Income Opportunities Fund,

as a Lender

By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2013-1 CLO Ltd.,

as a Lender

By First Eagle Alternative Credit SLS, LLC,
as Collateral Manager

By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2013-2 CLO Ltd.,
as a Lender

By First Eagle Alternative Credit, LLC,

as Investment Manager

By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2014-1 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit SLS, LLC, as Investment Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2014-2 CLO Ltd.,
as a Lender

By First Eagle Alternative Credit, LLC,

as Investment Manager

by:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2014-3 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit SLS, LLC, as Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2015-1 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit SLS, LLC, its Portfolio Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2015-2 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit SLS, LLC, its Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2016-1 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit SLS, LLC, its Investment Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2017-1 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit, LLC, its Investment Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2017-4 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit, LLC, as Investment Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2018-1 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit, LLC, as Investment Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2018-2 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit, LLC, as Investment Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2018-3 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit, LLC, as Collateral Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2019-1 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit EU, LLC, as Investment Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2019-2 CLO Ltd,
as a Lender
By First Eagle Alternative Credit EU, LLC, as Collateral Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2019-3 CLO Ltd.,
as a Lender
by First Eagle Alternative Credit, LLC,as Investment Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River 2020-1 CLO Ltd.,
as a Lender
By First Eagle Alternative Credit, LLC,as Investment Manager
By:   /s/ James R. Fellows
  Name: James R. Fellows
  Title: Managing Director/Co-Head

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): First Eagle Investment Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Wind River Fund, LLC,
as a Lender
By: Credit Suisse Asset Management, LLC, its Investment Manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

WM Pool - Fixed Interest Trust No. 7,
as a Lender
by SHENKMAN CAPITAL MANAGEMENT,
INC., as Investment Manager
By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

York CLO-1 Ltd.,
as a Lender
By York CLO Managed Holdings LLC, its Portfolio Manager
By:   /s/ John Fosina
  Name: John Fosina
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): York Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

York CLO-2 Ltd.,
as a Lender
By York CLO Managed Holdings LLC, its Portfolio Manager
By:   /s/ John Fosina
  Name: John Fosina
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): York Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

York CLO-3 Ltd.,
as a Lender
By York CLO Managed Holdings LLC, its Portfolio Manager
By:   /s/ John Fosina
  Name: John Fosina
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): York Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

York CLO-4 Ltd.,
as a Lender
By York CLO Managed Holdings LLC, its Portfolio Manager
By:   /s/ John Fosina
  Name: John Fosina
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): York Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

York CLO-5 Ltd.,
as a Lender
By York CLO Managed Holdings LLC, its Portfolio Manager
By:   /s/ John Fosina
  Name: John Fosina
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): York Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

York CLO-6 Ltd.,
as a Lender
By York CLO Managed Holdings LLC, its Portfolio Manager
By:   /s/ John Fosina
  Name: John Fosina
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): York Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

York CLO-7 Ltd.,
as a Lender
By York CLO Managed Holdings LLC, its Portfolio
Manager
By:   /s/ John Fosina
  Name: John Fosina
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): York Capital Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment