Credit Agreement, dated as of October 24, 2006



 EXHIBIT 10.10 
  
  
  
 CREDIT AGREEMENT 
 Dated as of October 24, 2006 
 among 
 WEST CORPORATION, 
 as Borrower, 
 THE LENDERS PARTY HERETO, 
 LEHMAN COMMERCIAL PAPER INC., 
 as Administrative Agent and Swing Line Lender, 
 DEUTSCHE BANK SECURITIES INC. and 
 BANK OF AMERICA, N.A., 
 as Syndication Agents, 
 and 
 WACHOVIA BANK, NATIONAL ASSOCIATION and 
 GENERAL ELECTRIC CAPITAL CORPORATION,

 as Co-Documentation Agents 
 LEHMAN BROTHERS INC. and 
 DEUTSCHE BANK SECURITIES INC., 
 as Joint Lead Arrangers 
 and 
 LEHMAN BROTHERS INC., 
 DEUTSCHE BANK SECURITIES INC. and 
 BANC OF AMERICA SECURITIES LLC, 
 as Joint Bookrunners 
  
  
  
  
  







 TABLE OF CONTENTS 
  

			
	 	  	Page
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	1
	 SECTION 1.01. Defined Terms
	  	1
	 SECTION 1.02. Other Interpretive Provisions
	  	47
	 SECTION 1.03. Accounting Terms
	  	47
	 SECTION 1.04. Rounding
	  	48
	 SECTION 1.05. References to Agreements, Laws, Etc
	  	48
	 SECTION 1.06. Times of Day
	  	48
	 SECTION 1.07. Timing of Payment of Performance
	  	48
	 SECTION 1.08. Currency Equivalents Generally
	  	48
	 SECTION 1.09. Change of Currency
	  	49
	 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	  	49
	 SECTION 2.01. The Loans
	  	49
	 SECTION 2.02. Borrowings, Conversions and Continuations of Loans
	  	49
	 SECTION 2.03. Letters of Credit
	  	51
	 SECTION 2.04. Swing Line Loans
	  	59
	 SECTION 2.05. Prepayments
	  	61
	 SECTION 2.06. Termination or Reduction of Commitments
	  	65
	 SECTION 2.07. Repayment of Loans
	  	65
	 SECTION 2.08. Interest
	  	66
	 SECTION 2.09. Fees
	  	66
	 SECTION 2.10. Computation of Interest and Fees
	  	67
	 SECTION 2.11. Evidence of Indebtedness
	  	67
	 SECTION 2.12. Payments Generally
	  	68
	 SECTION 2.13. Sharing of Payments
	  	70
	 SECTION 2.14. Incremental Credit Extensions
	  	70
	 ARTICLE III TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
	  	72
	 SECTION 3.01. Taxes
	  	72
	 SECTION 3.02. Illegality
	  	75
	 SECTION 3.03. Inability to Determine Rates
	  	75
	 SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans
	  	75
	 SECTION 3.05. Funding Losses
	  	77

  

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 TABLE OF CONTENTS 
 (continued) 
  

			
	 	  	Page
	 SECTION 3.06. Matters Applicable to All Requests for Compensation
	  	77
	 SECTION 3.07. Replacement of Lenders under Certain Circumstances
	  	78
	 SECTION 3.08. Survival
	  	79
	 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	80
	 SECTION 4.01. Conditions of Initial Credit Extension
	  	80
	 SECTION 4.02. Conditions to All Credit Extensions
	  	82
	 ARTICLE V REPRESENTATIONS AND WARRANTIES
	  	83
	 SECTION 5.01. Existence, Qualification and Power; Compliance with Laws
	  	83
	 SECTION 5.02. Authorization; No Contravention
	  	83
	 SECTION 5.03. Governmental Authorization; Other Consents
	  	83
	 SECTION 5.04. Binding Effect
	  	84
	 SECTION 5.05. Financial Statements; No Material Adverse Effect
	  	84
	 SECTION 5.06. Litigation
	  	85
	 SECTION 5.07. No Default
	  	85
	 SECTION 5.08. Ownership of Property; Liens
	  	85
	 SECTION 5.09. Environmental Compliance
	  	85
	 SECTION 5.10. Taxes
	  	86
	 SECTION 5.11. ERISA Compliance
	  	87
	 SECTION 5.12. Subsidiaries; Equity Interests; Borrower Information
	  	87
	 SECTION 5.13. Margin Regulations; Investment Company Act
	  	87
	 SECTION 5.14. Disclosure
	  	87
	 SECTION 5.15. Intellectual Property; Licenses, Etc
	  	88
	 SECTION 5.16. Solvency
	  	88
	 SECTION 5.17. Labor Matters
	  	88
	 SECTION 5.18. Subordination of Junior Financing
	  	88
	 ARTICLE VI AFFIRMATIVE COVENANTS
	  	89
	 SECTION 6.01. Financial Statements
	  	89
	 SECTION 6.02. Certificates; Other Information
	  	90
	 SECTION 6.03. Notices
	  	91
	 SECTION 6.04. Payment of Obligations
	  	92
	 SECTION 6.05. Preservation of Existence, Etc
	  	92

  

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 TABLE OF CONTENTS 
 (continued) 
  

			
	 	  	Page
	 SECTION 6.06. Maintenance of Properties
	  	92
	 SECTION 6.07. Maintenance of Insurance
	  	92
	 SECTION 6.08. Compliance with Laws
	  	92
	 SECTION 6.09. Books and Records
	  	93
	 SECTION 6.10. Inspection Rights
	  	93
	 SECTION 6.11. Covenant to Guarantee Obligations and Give Security
	  	93
	 SECTION 6.12. Compliance with Environmental Laws
	  	95
	 SECTION 6.13. Further Assurances and Post-Closing Conditions
	  	96
	 SECTION 6.14. Senior Debt
	  	97
	 SECTION 6.15. Designation of Subsidiaries
	  	97
	 ARTICLE VII INEGATIVE COVENANTS
	  	97
	 SECTION 7.01. Liens
	  	97
	 SECTION 7.02. Investments
	  	100
	 SECTION 7.03. Indebtedness
	  	104
	 SECTION 7.04. Fundamental Changes
	  	108
	 SECTION 7.05. Dispositions
	  	109
	 SECTION 7.06. Restricted Payments
	  	112
	 SECTION 7.07. Change in Nature of Business
	  	114
	 SECTION 7.08. Transactions with Affiliates
	  	114
	 SECTION 7.09. Burdensome Agreements
	  	115
	 SECTION 7.10. Use of Proceeds
	  	116
	 SECTION 7.11. Financial Covenants
	  	116
	 SECTION 7.12. Accounting Changes
	  	117
	 SECTION 7.13. Prepayments, Etc. of Indebtedness
	  	117
	 SECTION 7.14. Equity Interests of the Borrower and Restricted Subsidiaries
	  	117
	 SECTION 7.15. Capital Expenditures
	  	117
	 SECTION 7.16. Holdings
	  	118
	 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	  	119
	 SECTION 8.01. Events of Default
	  	119
	 SECTION 8.02. Remedies Upon Event of Default
	  	121
	 SECTION 8.03. Exclusion of Immaterial Subsidiaries
	  	122

  

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 TABLE OF CONTENTS 
 (continued) 
  

			
	 	  	Page
	 SECTION 8.04. Application of Funds
	  	122
	 SECTION 8.05. Borrower’s Right to Cure
	  	123
	 ARTICLE IX ADMINISTRATIVE AGENT AND OTHER AGENTS
	  	124
	 SECTION 9.01. Appointment and Authorization of Agents
	  	124
	 SECTION 9.02. Delegation of Duties
	  	125
	 SECTION 9.03. Liability of Agents
	  	125
	 SECTION 9.04. Reliance by Agents
	  	125
	 SECTION 9.05. Notice of Default
	  	126
	 SECTION 9.06. Credit Decision; Disclosure of Information by Agents
	  	126
	 SECTION 9.07. Indemnification of Agents
	  	126
	 SECTION 9.08. Agents in their Individual Capacities
	  	127
	 SECTION 9.09. Successor Agents
	  	127
	 SECTION 9.10. Administrative Agent May File Proofs of Claim
	  	128
	 SECTION 9.11. Collateral and Guaranty Matters
	  	129
	 SECTION 9.12. Other Agents; Arrangers; Bookrunners and Managers
	  	129
	 SECTION 9.13. Appointment of Supplemental Administrative Agents
	  	130
	 ARTICLE X MISCELLANEOUS
	  	131
	 SECTION 10.01. Amendments, Etc
	  	131
	 SECTION 10.02. Notices and Other Communications; Facsimile Copies
	  	132
	 SECTION 10.03. No Waiver; Cumulative Remedies
	  	133
	 SECTION 10.04. Attorney Costs, Expenses and Taxes
	  	134
	 SECTION 10.05. Indemnification by the Borrower
	  	134
	 SECTION 10.06. Payments Set Aside
	  	135
	 SECTION 10.07. Successors and Assigns
	  	135
	 SECTION 10.08. Confidentiality
	  	139
	 SECTION 10.09. Setoff
	  	140
	 SECTION 10.10. Interest Rate Limitation
	  	140
	 SECTION 10.11. Counterparts
	  	141
	 SECTION 10.12. Integration
	  	141
	 SECTION 10.13. Survival of Representations and Warranties
	  	141
	 SECTION 10.14. Severability
	  	141

  

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 TABLE OF CONTENTS 
 (continued) 
  

			
	 	  	Page
	 SECTION 10.15. Tax Forms
	  	141
	 SECTION 10.16. GOVERNING LAW
	  	143
	 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY
	  	144
	 SECTION 10.18. Binding Effect
	  	144
	 SECTION 10.19. Judgment Currency
	  	144
	 SECTION 10.20. Lender Action
	  	145
	 SECTION 10.21. USA PATRIOT Act
	  	145
	 SECTION 10.22. Effectiveness of the Merger; Assignment and Delegation to and Assumption by West
	  	145
	 SECTION 10.23. Delivery of Lender Addenda
	  	145

  

 v 
  
  









			
	 SCHEDULES
	  	
		
	 I
	  	Guarantors
	 1.01A
	  	Certain Security Interests and Guarantees
	 1.01B
	  	Unrestricted Subsidiaries
	 1.01C
	  	Excluded Subsidiaries
	 1.01D
	  	Existing Letters of Credit
	 1.01E
	  	Foreign Subsidiaries
	 1.01F
	  	Excluded Receivables Management Subsidiaries
	 2.01
	  	Commitments
	 5.05
	  	Certain Liabilities
	 5.09
	  	Environmental Matters
	 5.10
	  	Taxes
	 5.11
	  	ERISA Compliance
	 5.12(a)
	  	Subsidiaries and Other Equity Investments
	 5.12(b)
	  	Borrower Information
	 7.01(b)
	  	Existing Liens
	 7.02(f)
	  	Existing Investments
	 7.03(b)
	  	Existing Indebtedness
	 7.05(l)
	  	Dispositions
	 7.08
	  	Transactions with Affiliates
	 7.09
	  	Existing Restrictions
	 10.02
	  	Administrative Agent’s Office, Certain Addresses for Notices
		
	 EXHIBITS
	  	
		
	 Form of
	  	
	 A
	  	Committed Loan Notice
	 B
	  	Swing Line Loan Notice
	 C-1
	  	Term Note
	 C-2
	  	Revolving Credit Note
	 D
	  	Compliance Certificate
	 E
	  	Assignment and Assumption
	 F
	  	Guarantee Agreement
	 G
	  	Security Agreement
	 H
	  	Opinion Matters — Counsel to Loan Parties
	 I
	  	Intellectual Property Security Agreement
	 J
	  	Prepayment Option Notice
	 K
	  	Lender Addendum
	 L
	  	Mortgage

  

  
  








 CREDIT AGREEMENT 
 This CREDIT AGREEMENT (“Agreement”) is entered into as of October 24, 2006, among WEST CORPORATION, a Delaware
corporation (the “Borrower” or “West”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), LEHMAN COMMERCIAL PAPER INC., as
Administrative Agent and Swing Line Lender, DEUTSCHE BANK SECURITIES INC. and BANK OF AMERICA, N.A., as Syndication Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents. 
 PRELIMINARY STATEMENTS 
 Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Omaha Acquisition Corp., a Delaware corporation
(“Omaha”), will merge (the “Merger”) with and into West with West being the surviving corporation. 
 The Borrower has requested that substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate amount of $2,100,000,000 and (ii) a
Revolving Credit Facility in an initial aggregate amount of $250,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. 
 The proceeds of the Term Loans and the Revolving Credit Loans made on the Closing Date, together with the proceeds of (i) the issuance
of the New Notes and (ii) the Equity Contribution, will be used to pay the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made on or after the Closing Date will be used for working capital and other
general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries. 

The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of
Credit, in each case, on the terms and subject to the conditions set forth herein. 
 In consideration of the
mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 
 ARTICLE I

 DEFINITIONS AND ACCOUNTING TERMS 
 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 
 “Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of
Consolidated EBITDA of such Acquired Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries),
all as determined on a consolidated basis for such Acquired Entity or Business. 
  

  
  








 “Acquired Entity or Business” has the meaning set forth in the definition
of the term “Consolidated EBITDA”. 
 “Act” has the meaning set forth in Section 10.21.

 “Additional Lender” has the meaning set forth in Section 2.14(c). 
 “Administrative Agent” means LCPI, in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent. 
 “Administrative Agent’s Office” means the Administrative Agent’s
address as set forth on Schedule 10.02, or such other address as the Administrative Agent may from time to time notify the Borrower and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 
 “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
 “Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates. 
 “Agents” means, collectively, the
Administrative Agent, the Syndication Agents, the Co-Documentation Agents and the Supplemental Administrative Agents (if any). 
 “Aggregate Commitments” means the Commitments of all the Lenders. 
 “Aggregate Credit
Exposures” means, at any time, the sum of (a) the unused portion of each Revolving Credit Commitment then in effect, (b) the unused portion of each Term Commitment then in effect and (c) the Total Outstandings at such time.

 “Agreement” means this Credit Agreement. 
 “Agreement Currency” has the meaning specified in Section 10.19. 
 “Applicable Rate” means a percentage per annum equal to: 
 (a) with respect to Term Loans, (i) for Eurocurrency Rate Loans, 2.75% and (ii) for Base Rate Loans, 1.75%.

 (b) with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit
fees, (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 2.50%, (B) for Base Rate Loans, 1.50%,
(C) for Letter of Credit fees, 2.50% and (D) for commitment fees, 0.50% and (ii) thereafter, the following percentages per 
  

 2 
  
  








 annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received
by the Administrative Agent pursuant to Section 6.02(b): 
  

									
	 Applicable Rate

	 Pricing
 Level
	  	     Total Leverage Ratio    
	  	    Eurocurrency Rate    
and Letter of Credit
Fees	  	    Base Rate    	  	    Commitment    
Fees
	 1
	  	<5.0:1	  	1.75%	  	0.75%	  	0.375%
	 2
	  	3 5.0:1 but < 5.5:1	  	2.00%	  	1.00%	  	0.50%
	 3
	  	3 5.5:1 but < 6.0:1	  	2.25%	  	1.25%	  	0.50%
	 4
	  	3 6.0:1	  	2.50%	  	1.50%	  	0.50%

 Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio
shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, the
highest Pricing Level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which
such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall
have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

 “Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such
Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) with respect to any Letters of Credit issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing
Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders. 
 “Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents”. 
 “Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender. 
 “Arrangers” means Lehman Brothers Inc. and Deutsche Bank Securities Inc., each in its capacity as a Joint Lead Arranger. 
 “Assignees” has the meaning specified in Section 10.07(b). 
 “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E. 
 “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel. 
  

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 “Attributable Indebtedness” means, on any date, in respect of any
Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP. 
 “Audited Financial Statements” means the audited consolidated balance sheets of West and its Subsidiaries as of December 31, 2005, and the related audited consolidated statements of
income, stockholders’ equity and cash flows for West and its Subsidiaries for such date. 
 “Auto-Renewal Letter of
Credit” has the meaning specified in Section 2.03(b)(iii). 
 “Base Rate” means for any day a
fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the Prime Rate. 
 “Base Rate Loan” means a Loan that bears interest based on the Base Rate. 
 “Bookrunners” means Lehman Brothers Inc., Deutsche Bank Securities Inc. and Banc of America Securities LLC, each in its capacity as a Joint Bookrunner. 
 “Borrower” has the meaning specified in the introductory paragraph to this Agreement and includes the surviving company of
the merger between Omaha and West to be consummated on the Closing Date. 
 “Borrower Permitted Subordinated
Debt” has the meaning specified in Section 7.03(r). 
 “Borrowing” means a Revolving Credit
Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require. 
 “Business Day” means any
day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York City and, if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any
fundings, disbursements, settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings
in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market. 
 “Capital
Expenditures” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are required
to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries and (b) the value of all assets under Capitalized Leases incurred by the
Borrower and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of
assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation
of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the
seller of such equipment for the equipment 
  

 4 
  
  








 being traded in at such time, (iii) the purchase of plant, property or equipment to the extent financed
with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that
actually are paid for by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or
obligation to such Person or any other Person (whether before, during or after such period), (v) interest capitalized during such period, (vi) capital expenditures relating to the construction or acquisition of any property which will be
or has been transferred to a Person that is not a Loan Party pursuant to a sale-leaseback or other transaction permitted under Section 7.05(f), (vii) expenditures that constitute Permitted Acquisitions or (viii) expenditures made with
the Net Cash Proceeds of a Permitted Equity Issuance that was Not Otherwise Applied. 
 “Capitalized Leases”
means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as
a liability in accordance with GAAP. 
 “Cash Collateral” has the meaning specified in Section 2.03(g).

 “Cash Collateral Account” means a blocked account established by the Administrative Agent in the name of the
Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent. 
 “Cash Collateralize” has the meaning specified in Section 2.03(g). 
 “Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Restricted Subsidiary: 
 (a) Dollars, Canadian dollars, Mexican pesos, Euros or any national currency of any participating member state of the EMU,
or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 
 (b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the
European Union, having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States or a member nation of the European Union is pledged in support
thereof; 
 (c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any
commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the
principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of
the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved 
  

 5 
  
  








 Bank”), in each case with average maturities of not more than 12 months
from the date of acquisition thereof; 
 (d) commercial paper and variable or fixed rate notes issued by an
Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s,
in each case with average maturities of not more than 12 months from the date of acquisition thereof; 
 (e)
repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or
fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in which such Person shall have a perfected first priority security interest (subject
to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; 
 (f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof); 
 (g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated
AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; 
 (h) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date of acquisition; 
 (i) instruments equivalent to those referred to in clauses (a) through (g) above denominated in any foreign
currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any
business conducted by any Restricted Subsidiary organized in such jurisdiction; 
 (j) Investments, classified in
accordance with GAAP as current assets of the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Borrower Act of 1940 or which are administered by financial institutions having
capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition.

 “Cash Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any
Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds. 
  

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 “Casualty Event” means any event that gives rise to the receipt by the
Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real
property. 
 “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as subsequently amended. 
 “CERCLIS” means the Comprehensive Environmental Response, Compensation and
Liability Information System maintained by the U.S. Environmental Protection Agency. 
 “Change of Control”
means the earliest to occur of (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of the Borrower;
provided that the occurrence of the foregoing event shall not be deemed a Change of Control if, 
 (i) any
time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of the
Borrower or (B) the Permitted Holders own, directly or indirectly, of record and beneficially an amount of common stock of the Borrower equal to an amount more than fifty percent (50%) of the amount of common stock of the Borrower owned,
directly or indirectly, by the Permitted Holders of record and beneficially as of the Closing Date and such ownership by the Permitted Holders represents the largest single block of voting securities of the Borrower held by any Person or related
group for purposes of Section 13(d) of the Exchange Act; or 
 (ii) at any time after the consummation of a
Qualifying IPO, and for any reason whatsoever, no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any
person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such
Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the shares outstanding of the Borrower and (y) the percentage of the then outstanding voting stock of the Borrower owned, directly or
indirectly, beneficially by the Permitted Holders, and (B) during each period of twelve (12) consecutive months, the board of directors of the Borrower shall consist of a majority of the Continuing Directors; 
 provided, further, that for purposes of calculating the percentage of outstanding shares of the Borrower owned by the
Permitted Holders under this clause (a), or otherwise determining whether any condition specified in this clause (a) has been met, the number of              shares of stock of the
Borrower, if any, transferred by either Sponsor to any Permitted Holder (other than a Sponsor) shall be excluded; provided, further, that upon the occurrence of a Holdings Election Event, references to the Borrower in this clause
(a) shall instead be to Holdings; or 
  

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 (b) upon the occurrence of a Holdings Election Event, Holdings ceases to own
directly, of record and beneficially, 100% of the outstanding Equity Interests of the Borrower; or 
 (c) any
“Change of Control” (or any comparable term) in any document pertaining to the New Notes or any Specified Junior Financing. 
 “Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are
Revolving Credit Commitments or Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans. 
 “Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 4.01. 
 “Code” means the U.S. Internal Revenue Code of 1986, and the rules and regulations
related thereto. 
 “Co-Documentation Agents” means Wachovia Bank, National Association and General Electric
Capital Corporation, as Co-Documentation Agents under this Agreement. 
 “Collateral” means all the
“Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties. 
 “Collateral
and Guarantee Requirement” means, at any time, the requirement that: 
 (a) the Administrative Agent
shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) or pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto; 
 (b) all Obligations shall have been unconditionally guaranteed (the “Senior Guarantees”) by each Restricted
Subsidiary that is a Domestic Subsidiary and not an Excluded Subsidiary and, upon the occurrence of a Holdings Election Event, Holdings (each, a “Guarantor”); 
 (c) all guarantees issued or to be issued in respect of the Senior Subordinated Notes (i) shall be subordinated to the
Senior Guarantees to the same extent that the Senior Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding Senior Guarantee; 
 (d) the Obligations and the Senior Guarantees shall have been secured by a first-priority security interest in all Equity
Interests (other than Equity Interests of (i) Immaterial Subsidiaries, (ii) Unrestricted Subsidiaries, (iii) Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or
(ii) or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination,
payment, purchase or repurchase obligation pursuant to the terms of any Receivables 
  

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 Management Financing, any service agreement (or similar arrangement) required by or entered
into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing and (iv) any Restricted Subsidiary pledged to secure Indebtedness permitted
under Section 7.03(g)) of each wholly owned Subsidiary directly owned by the Borrower or any Guarantor (other than Holdings) and, upon the occurrence of a Holdings Election Event, the Equity Interests of the Borrower owned by Holdings;
provided that any required pledges of Equity Interests of a Foreign Subsidiary shall be limited to 65% of the issued and outstanding Equity Interests of such Foreign Subsidiary at any time; 
 (e) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Senior
Guarantees shall have been secured by a security interest in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each Guarantor (including accounts, inventory, equipment, investment property, contract rights,
intellectual property, other general intangibles, Material Real Property and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that (i) there shall be no security interests taken
in (w) motor vehicles or other assets subject to certificates of title, (x) deposit accounts or securities accounts, (y) Receivables Management Assets owned by, or owing to, any Person (other than the Borrower or a Restricted
Subsidiary) or held in trust for the benefit of any such Person, and the Equity Interests of Excluded Receivables Management Subsidiaries and (z) any property or assets specifically excluded from the Collateral under the terms of any applicable
Collateral Document, (ii) security interests in real property shall be limited to the Mortgaged Properties, (iii) no documents, agreements, instruments or actions shall be required with respect to assets located in a foreign jurisdiction
(including no delivery or recordation of recordable security documents with respect to intellectual property registered in non-U.S. jurisdictions) and (iv) no documents, agreements, instruments or actions shall be required to establish
“control” (within the meaning of the Uniform Commercial Code) by the Administrative Agent or any Secured Party of any assets in order to create or perfect any security interests therein or to enforce any such security interest, other than
control by delivery or possession to the extent required by the Collateral Documents; 
 (f) none of the
Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and 
 (g) the
Administrative Agent shall have received (i) counterparts of a Mortgage with respect to any Material Real Property required to be delivered pursuant to Sections 6.11 or 6.13 (the “Mortgaged Properties”) duly executed and
delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein,
free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) such existing surveys, existing abstracts,
existing appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property, provided that nothing in this clause (iii) shall require the Borrower to update
existing surveys or order new surveys with respect to Mortgaged Property. 
  

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 The foregoing definition shall not require the creation or perfection of pledges of or
security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), (a) the
cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (b) with
respect to intent to use trademark applications, the creation or perfection of such pledges or security interests is likely to have an adverse effect on the validity of title. The Administrative Agent may grant extensions of time for the perfection
of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably
determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents. 
 Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, Liens
required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Closing Date and, to the extent appropriate in the
applicable jurisdiction, as agreed between the Administrative Agent and the Borrower. 
 “Collateral Documents”
means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent and
the Lenders pursuant to Section 6.11 or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Senior Guarantee in favor of the Administrative Agent for the
benefit of the Secured Parties. 
 “Commitment” means a Term Commitment or a Revolving Credit Commitment, as
the context may require. 
 “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a
Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A. 

“Company Material Adverse Effect” means any change, development, circumstance, event or effect that, when considered
either individually or in the aggregate together with all other changes, developments, circumstances, events or effects, (a) is materially adverse to the business, properties, assets, financial condition, operations or results of operations of
the Borrower and its Subsidiaries taken as a whole, or (b) would prevent the timely consummation of the Merger or prevent the Borrower from performing its obligations under this Agreement; provided, however, that to the extent any change
or effect is caused by or results from any of the following, it shall not be taken into account in determining whether there has been a “Company Material Adverse Effect” with respect to the Borrower: (i) the announcement of the
execution of the Merger Agreement or the performance of obligations required by the Merger Agreement, (ii) changes affecting the United States economy or financial markets as a whole or changes that are the result of factors generally affecting
the industries in which the Borrower and its Subsidiaries conduct their business, in each case which do not have a disproportionate effect on the Borrower and its Subsidiaries taken as a whole as compared to other persons in the 
  

 10 
  
  








 industry in which the Borrower and its Subsidiaries conduct their business, (iii) the suspension of
trading in securities generally on the New York Stock Exchange or the American Stock Exchange or Nasdaq, (iv) any change in GAAP or interpretation thereof after the date hereof, and (v) the commencement, occurrence, continuation or
escalation of any war, armed hostilities or acts of terrorism involving the United States of America, in each case which do not have a disproportionate effect on the Borrower and its Subsidiaries taken as a whole as compared to other persons in the
industry in which the Borrower and its Subsidiaries conduct their business. 
 “Compensation Period” has the
meaning specified in Section 2.12(c)(ii). 
 “Compliance Certificate” means a certificate substantially in
the form of Exhibit D. 
 “Consolidated EBITDA” means, for any period, Consolidated Net Income for such
period, plus: 
 (a) without duplication and to the extent already deducted (and not added back) in
arriving at such Consolidated Net Income, the sum of the following amounts for such period: 
 (i) total interest
expense (other than any portion thereof related to the Receivables Facilities) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging
interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities, and any financing fees (including commitment, underwriting, funding, “rollover” and
similar fees and commissions, discounts, yields and other fees, charges and amounts incurred in connection with the issuance or incurrence of Indebtedness) and annual agency or similar fees paid under the Facility or the Loan Documents; 

(ii) provision for taxes based on income, profits or capital of the Borrower and the Restricted Subsidiaries, including
state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period; 
 (iii)
Non-Cash Charges, depreciation and amortization, and amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses; 
 (iv) any expenses or charges (other than depreciation or amortization expense) related to any offering (whether in a public or private sale) of Equity Interests of the Borrower (or to the extent the net
cash proceeds thereof are contributed to the Borrower, of any direct or indirect parent of the Borrower) or to any Investment permitted under this Agreement, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted
under this Agreement (including a refinancing thereof), in each case, whether or not successful, including (A) such fees, expenses or charges related to the offering of the New Notes and to the Facility and (B) any amendment or other
modification of the New Notes or the Facility; 
 (v) the amount of any restructuring and restructuring related
cost, charge or reserve, including any costs incurred in connection with acquisitions

  

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and dispositions after the Closing Date and costs related to the closure and/or consolidation of facilities; 
 (vi) any other non-cash charges, including any write-offs or write-downs, and equity-based compensation expense reducing
Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from
Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); 
 (vii) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary; 
 (viii) the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees) and
related indemnities and expenses paid or accrued during such period to the Sponsors; 
 (ix) to the extent
actually reimbursed, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition; 
 (x) to the extent covered by insurance under which the insurer has been properly notified and has not denied or contested coverage, expenses with respect to liability or casualty events or business
interruption; 
 (xi) the amount of net cost savings and synergies projected by the Borrower in good faith to be
realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from
such actions, provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) such actions are taken prior to the last day of the sixth full consecutive fiscal quarter immediately following the Closing
Date, and (C) the aggregate amount of cost savings added pursuant to this clause (xi) shall not exceed $50,000,000 for any period consisting of four consecutive quarters; 
 (xii) the amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection with a
Receivables Facility; 
 (xiii) any costs or expenses incurred by the Borrower or a Restricted Subsidiary
pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds
contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests), solely to the extent that such net cash proceeds are excluded in the calculation of clause
(a) of the definition of Cumulative Growth Amount; and 
  

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 (xiv) the amount of loss on the non-ordinary course of business disposition
of Receivables Management Assets by any Receivables Management Subsidiary; 
 (b) increased or decreased by
(without duplication): 
 (i) any net gain or loss resulting in such period from hedging obligations and the
application of Statement of Financial Accounting Standards No. 133; and 
 (ii) any net gain or loss
resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk), 
 (c) decreased by (without duplication) non-cash gains increasing Consolidated Net Income for such period, excluding any
non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period, 
 in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries; provided that,
to the extent included in Consolidated Net Income, there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or
any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or
such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such
period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition” and Section 7.11, an adjustment in respect of each Acquired Entity or
Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible
Officer and delivered to the Lenders and the Administrative Agent and (C) for purposes of determining the Total Leverage Ratio or Interest Coverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the
Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any Restricted Subsidiary during such period (each such Person, property,
business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or
disposition). 
 For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means
(a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from
investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for
potential cash items

  

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 in any future period, the cash payment in respect thereof in such future period shall be subtracted from
Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period). 
 “Consolidated Interest Expense” means, for any period, the sum of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Borrower and the Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect
to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts relating to Indebtedness, (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to
Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with the Transaction or any
Permitted Acquisition) and (iii) from and after the date that a Restricted Payments Interest Expense Election is made, the amount of all Restricted Payments made by the Borrower used to fund cash interest payments in respect of the Indebtedness
subject to such Restricted Payments Interest Expense Election, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during
such period, (c) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP,
(d) fees and expenses associated with the consummation of the Transaction, (e) annual agency or similar fees paid to the Administrative Agent, (f) any fee or expense described in clause (j) of the definition of Consolidated Net
Income, (g) costs associated with obtaining or terminating Swap Contracts, (h) commissions, discounts, yield and other fees and charges (including any interest expense) incurred in connection with the Receivables Facilities,
(i) retirement of Indebtedness (including any portion thereof in respect of paid-in-kind interest or accretion of original issue discount), (j) financing fees (including commitment, underwriting, funding, “rollover” and similar
fees and commissions, discounts, yield and other fees, charges and amounts incurred in connection with the issuance or incurrence of Indebtedness) and (k) interest expense in respect of any Receivables Management Financing; provided that
for purposes of the definition of the term “Permitted Acquisition” and Section 7.11, there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired Entity or
Business acquired during such period, based on the cash interest expense (or income) of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) assuming any Indebtedness incurred or repaid
in connection with any such acquisition had been incurred or prepaid on the first day of such period and Consolidated Interest Expense shall be calculated on a Pro Forma Basis in calculating the Interest Coverage Ratio pursuant to
Section 1.03(b). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall
be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date
through the date of determination. 
 “Consolidated Net Income” means, for any period, the net income
(loss) of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, 
  


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 (a) any after-tax effect of extraordinary, non-recurring or unusual
gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction), restructuring and restructuring related costs and charges (except to the extent incurred more than six full fiscal quarters after
implementation of the actions, or occurrence of the events, giving rise thereto), severance and retention, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans, 
 (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated
Net Income, 
 (c) any after-tax effect of income (loss) from disposed or discontinued operations and
any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations, 
 (d) any
after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Borrower, 
 (e) the net income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or
that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are paid in cash (or to the extent of property
and assets converted into cash) to the Borrower or a Restricted Subsidiary in respect of such period, 
 (f) solely for the purpose of determining Cumulative Consolidated Net Income, the net income for such period of any Restricted Subsidiary (other than any Guarantor) to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of its net income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar
distributions has been legally waived, provided that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments in respect of Equity Interests actually made by such Person in cash and property
(valued at the fair value of such property) to the Borrower or a Restricted Subsidiary in respect of such period, to the extent not already included therein, 
 (g) any impairment charge or asset write-off pursuant to GAAP and the amortization of intangibles arising pursuant to
GAAP, 
 (h) effects of adjustments (including the effects of such adjustments pushed down to the Borrower
and its Restricted Subsidiaries) in any line item in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition and the
amortization or write-off of any amounts thereof, net of taxes, 
 (i) any after-tax effect of income
(loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments, 
 (j) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Disposition, incurrence or

  

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 repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or
amendment or modification of any Indebtedness (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during
such period as a result of any such transaction, 
 (k) non-cash income or charges resulting from mark-to-market accounting
under Financial Accounting Standard No. 52 relating to Indebtedness denominated in foreign currencies, 
 (l) any
non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, and 
 (m) any unrealized net gains and losses resulting from hedging obligations and the application of Statement of Financial Accounting Standards No. 133. 
 Notwithstanding the foregoing, for the purpose of determining Cumulative Growth Amount, there shall be excluded from Consolidated Net Income
any income arising from any Disposition of the Equity Interests of an Unrestricted Subsidiary to the extent such amount increases the Cumulative Growth Amount available pursuant to clause (d)(ii) of the definition of Cumulative Growth Amount.

 “Consolidated Senior Secured Debt” means, as of any date of determination, the outstanding principal amount,
without duplication, of (a) all Indebtedness under the Facility and (b) all other Consolidated Total Debt permitted under Sections 7.03(b)(i), (e), (h), (n) and (s) and any Guarantee under Section 7.03(c) in respect of
such Consolidated Total Debt, in each case, that is secured by a Lien. 
 “Consolidated Total Debt” means, as
of any date of determination, (a) the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of
any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and
debt obligations evidenced by promissory notes or similar instruments (and excluding (i) any Receivables Management Financing to the extent the principal amount of Indebtedness thereunder is limited in recourse to Receivables Management Assets
(or is non-recourse to the Borrower or any of its Restricted Subsidiaries other than a special purpose Receivables Management Subsidiary that owns substantially no assets other than Receivables Management Assets) and (ii) for the avoidance of
doubt, all Indebtedness outstanding under or in respect of the Receivables Facilities), minus (b) the aggregate amount of unrestricted cash and unrestricted Cash Equivalents (in each case, free and clear of all Liens, other than
nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(r) and clauses (i) and (ii) of Section 7.01(t)) included in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as
of such date. The amount of Consolidated Total Debt denominated in a currency other than Dollars shall be (i) reduced by the amount of any asset of the Borrower and the Restricted Subsidiaries in respect of the Foreign Exchange Component of any
related Swap Contract or (ii) increased by the amount of any liability of the Borrower and the Restricted Subsidiaries in respect of the Foreign Exchange Component of any related Swap Contract. 
 “Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash
Equivalents) that would, in conformity with GAAP, be

  

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 set forth opposite the caption “total current assets” (or any like caption) on a consolidated
balance sheet of the Borrower and the Restricted Subsidiaries at such date, but excluding current deferred income tax assets, over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total
current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including the current portion of deferred revenue but excluding, without duplication, (i) the current
portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income
taxes. 
 “Continuing Directors” means the directors of the Borrower on the Closing Date, as elected or
appointed after giving effect to the Merger and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of the Borrower is recommended by a
majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the stockholders of the Borrower. 
 “Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow”. 
 “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound. 
 “Control” has the meaning specified in the definition of
“Affiliate.” 
 “Credit Extension” means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension. 
 “Cumulative Consolidated Net Income” means, at any date of determination, Consolidated
Net Income of the Borrower and Restricted Subsidiaries for the period (taken as one accounting period) commencing on October 1, 2006 to the end of the most recently ended fiscal quarter prior to such date for which financial statements have
been delivered pursuant to Section 6.01(a) or (b). 
 “Cumulative Growth Amount” means the sum (without
duplication), as of any date of determination, of: 
 (a) the amount of Net Cash Proceeds actually received by
the Borrower from the issuance by the Borrower of any Equity Interests or from any capital contribution in respect of any Equity Interests of the Borrower after the Closing Date (other than Permitted Equity Issuances made pursuant to
Section 8.05) that was Not Otherwise Applied, plus  
 (b) the amount of Net Cash Proceeds actually
received by the Borrower from the issuance after the Closing Date of Borrower Permitted Subordinated Debt that was Not Otherwise Applied, plus  
 (c) an amount equal to any Returns actually received by the Borrower or any of the Restricted Subsidiaries in cash or Cash Equivalents in respect of any Investments (including, without limitation,
Investments in Unrestricted Subsidiaries

  

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except to the extent included in clause (d) below) made after the Closing Date pursuant to Section 7.02(n), Section 7.02(o) or Section 7.02(v), plus  
 (d) without duplication, (i) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary
(which, for purposes hereof, shall be deemed to include the merger, consolidation or similar transaction of an Unrestricted Subsidiary into the Borrower or a Restricted Subsidiary, so long as the Borrower or a Restricted Subsidiary is the surviving
entity, and the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary), the fair market value of the Investment in such Unrestricted Subsidiary, determined to be such value at the
time of such redesignation (or any such merger, consolidation, transfer or other transaction less the amount of any consideration therefor paid by the Borrower or a Restricted Subsidiary to any Person other than the Borrower or a Restricted
Subsidiary), provided that if such Unrestricted Subsidiary is a Foreign Subsidiary at the time thereof, the amount to be included in this clause (d)(i) shall not exceed amounts available for Investments in a Foreign Subsidiary under
Section 7.02(c)(iii)(A) (and after full utilization thereof, under Section 7.02(n)) and availability under Section 7.02(c)(iii)(A) (and after full utilization thereof, under Section 7.02(n)) shall be deemed utilized by the amount
included in this clause (d)(i), and (ii) the Equity Interests of any Unrestricted Subsidiary or upon the Disposition thereof, the amount of Excluded Net Cash Proceeds realized from such Disposition, plus  
 (e) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to the transaction with
respect to which the Cumulative Growth Amount is being calculated) the Total Leverage Ratio is 6.0:1 or less, (i) 50% of Cumulative Consolidated Net Income at such time or (ii) in the case Cumulative Consolidated Net Income at such time is
a deficit, minus 100% of such deficit (except for purposes of Section 7.02, the amount under this clause (e)(ii) shall be deemed to be zero if Cumulative Consolidated Net Income at such time is a deficit), minus  
 (f) the sum, without duplication, of (A) the aggregate amount of Investments made after the Closing Date pursuant to
Section 7.02(o), (B) the aggregate amount of Restricted Payments made after the Closing Date pursuant to subclause (B) of Section 7.06(h) and (C) the aggregate amount of prepayments, redemptions or repurchases made since the
Closing Date pursuant to Section 7.13(a)(iv)(B). 
 “Debtor Relief Laws” means the Bankruptcy Code of the
United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (including, in the case of Loan Parties incorporated or organized in England or Wales, administration, administrative receivership, voluntary
arrangement and schemes of arrangement). 
 “Default” means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 
 “Default
Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default
Rate shall be an interest rate equal to the

  

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 interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in
each case, to the fullest extent permitted by applicable Laws. 
 “Defaulting Lender” means any Lender that
(a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to
be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one
(1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding. 
 “Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a
Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(k) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which
amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition). 
 “Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of
Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and its Subsidiaries), all as
determined on a consolidated basis for such Sold Entity or Business. 
 “Disposition” or
“Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by the Borrower
of any of its Equity Interests to another Person. 
 “Disqualified Equity Interests” means any Equity Interest
which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than
solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale
event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for
Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute
Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans. 
 “Disqualified Institution” means the Persons designated by the Borrower in writing to the Administrative Agent as a “Disqualified Institution” on or prior to the Closing Date.

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

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 “Domestic Subsidiary” means any Subsidiary that is organized under the Laws
of the United States, any state thereof or the District of Columbia. 
 “Eligible Assignee” means any Assignee
permitted by and consented to in accordance with Section 10.07(b). 
 “EMU” means the economic and
monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998. 
 “Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials
into the environment, including those related to Hazardous Materials, air emissions and discharges to waste or public systems. 
 “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any
of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing. 
 “Environmental Permit” means any permit, approval,
identification number, license or other authorization required under any Environmental Law. 
 “Equity
Contribution” means the contribution by the Equity Investors (and certain co-investors) of an aggregate amount of cash of not less than $725,750,000 to Omaha. 
 “Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other
ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities). 
 “Equity Investors” means the Sponsors and the Management Stockholders. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan
Party within the meaning of Section 414 of the Code or Section 4001 of ERISA. 
 “ERISA Event” means
(a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to

  

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 Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by
the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate. 
 “Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan: 
 (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the
page of the Telerate Service (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in
the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period, or 
 (b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided
by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period, or 
 (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such
other comparable publicly available service for displaying eurocurrency rates as may be selected by the Administrative Agent for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the
London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period. 
 “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate. 
 “Event of Default” has the meaning specified in Section 8.01. 
  

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 “Excess Cash Flow” means, for any period, an amount equal to the excess of:

 (a) the sum, without duplication, of: 
 (i) the consolidated net income (loss) of the Borrower and the Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, excluding, without duplication, (A) extraordinary items for such period, (B) the cumulative effect of a change in accounting principles during such period to the extent included in consolidated
net income (loss), (C) the net income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, or that is otherwise attributable to investments
in joint ventures recorded using the equity method of accounting (provided that the amount of any dividends or distributions or other payments that are paid in cash (or to the extent of property and assets converted into cash) to the Borrower or a
Restricted Subsidiary in respect of such period shall not be so excluded), (D) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments, (E) non-cash
income or charges resulting from mark-to-market accounting under Financial Accounting Standard No. 52 relating to Indebtedness denominated in foreign currencies, and (F) any unrealized net gains and losses resulting from hedging
obligations and the application of Statement of Financial Accounting Standards No. 133, 
 (ii) an amount
equal to the amount of all non-cash charges to the extent deducted in arriving at such consolidated net income (loss), 
 (iii) decreases in Consolidated Working Capital and long-term account receivables for such period (other than any such decreases arising from acquisitions by the Borrower and the Restricted Subsidiaries completed during such period), and

 (iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and the Restricted
Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such consolidated net income (loss); over 
 (b) the sum, without duplication, of: 
 (i) an amount equal to the amount of all non-cash credits and cash charges included in arriving at consolidated net income
(loss) of the Borrower and the Restricted Subsidiaries in clause (a)(i) above, 
 (ii) without duplication
of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period pursuant to Section 7.15, except to the extent that such Capital Expenditures were
financed with the proceeds of Indebtedness of the Borrower or the Restricted Subsidiaries, 
 (iii) the aggregate
amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of

  

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any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to consolidated net income (loss) and not
in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line Loans) made during such period (other than in respect of any revolving credit
facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Borrower or the Restricted Subsidiaries, 
 (iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and the Restricted Subsidiaries
during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such consolidated net income (loss), 
 (v) increases in Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions by the Borrower and the Restricted Subsidiaries
during such period), 
 (vi) cash payments by the Borrower and the Restricted Subsidiaries during such period in
respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness, 
 (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a)) to
the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries, 
 (viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(f), (g), (h), (i), (k) and (l) to the extent such Restricted Payments were financed with internally
generated cash flow of the Borrower and the Restricted Subsidiaries, 
 (ix) without duplication of amounts
deducted from Excess Cash Flow in prior periods, the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent
that such expenditures are not expensed during such period, 
 (x) the aggregate amount of any premium,
make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, 
 (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to
be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital
Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following

  

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the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four
consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, 
 (xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in
determining consolidated net income (loss) for such period, 
 (xiii) proceeds received by the Borrower and the
Restricted Subsidiaries from insurance claims with respect to casualty events or business interruption which reimburse prior business expenses to the extent such expenses were added to consolidated net income (loss) for such period, 

(xiv) cash indemnity payments received pursuant to indemnification provisions in any agreement in connection with the
Merger, any Permitted Acquisition or any other Investment permitted hereunder (or in any similar agreement related to any other acquisition consummated prior to the Closing Date, including the acquisitions of Intrado Inc. and Raindance
Communications, Inc.), 
 (xv) cash expenses incurred in connection with deferred compensation arrangements in
connection with the Transactions, 
 (xvi) cash expenditures made in respect of Swap Contracts to the extent not
reflected in the computation of consolidated net income (loss) for such period, and 
 (xvii) to the extent
included in consolidated net income (loss) for such period, the Net Cash Proceeds of any Permitted Equity Issuances made pursuant to Section 8.05. 
 “Exchange Act” means the Securities Exchange Act of 1934. 
 “Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the
Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates
as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later. 
 “Excluded Net Cash Proceeds” means Net Cash Proceeds (determined without regard to the proviso at the end of paragraph
(a) of the definition thereof) from any Disposition or Casualty Event in respect of, or by, (a) any Foreign Subsidiary (other than any Foreign Subsidiary to the extent that (i) such Foreign Subsidiary would at such time be permitted
to distribute such

  

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 Net Cash Proceeds to the Borrower or a Domestic Restricted Subsidiary in accordance with applicable laws,
including regulatory and capital requirements, and (ii) no material adverse tax consequence would arise therefrom), (b) any Subsidiary which is not a wholly owned Subsidiary, to the extent such Net Cash Proceeds are used to assure
compliance with regulatory capital requirements applicable to such Subsidiary, cannot be distributed to any Loan Party without adverse tax consequences or are otherwise distributed to shareholders of such Subsidiary who are not Loan Parties,
(c) Equity Interests of any Unrestricted Subsidiary and (d) property and assets contributed to the Borrower other than by a Subsidiary of the Borrower. 
 “Excluded Receivables Management Subsidiary” means any Receivables Management Subsidiary that (a) is an obligor under any Receivables Management Financing or (b) pursuant to the
terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such
Receivables Management Financing, (i) is not permitted to be a Guarantor or (ii) the creation of a Lien on the Equity Interests of such Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result
in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation. Schedule 1.01F lists the Excluded Receivables Management Subsidiaries as of the Closing Date. 
 “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly-owned Subsidiary, (b) any Receivables
Subsidiary, (c) any Excluded Receivables Management Subsidiary, (d) each Subsidiary listed on Schedule 1.01C hereto, (e) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (f) any Domestic
Subsidiary that is a Subsidiary of a Foreign Subsidiary, (g) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted Subsidiary
thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (g) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted
Subsidiary ceases to guarantee such secured Indebtedness, as applicable, (h) any Immaterial Subsidiary and (i) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by
notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Senior Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom. 
 “Existing Credit Agreement” means the Amended and Restated Credit Agreement, dated as of November 15, 2004, among
West, the Subsidiaries of West from time to time party thereto as guarantors, the lenders party thereto and Wachovia Bank, National Association, as Administrative Agent. 
 “Existing Letters of Credit” means the letters of credit outstanding on the Closing Date and set forth on Schedule 1.01D. 
 “Facility” means the Term Loans, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit,
as the context may require. 
 “Federal Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such

  

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transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average of the quotations (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) received by the Administrative Agent from three federal funds brokers of recognized standing selected by it on such day
on such transactions as determined by the Administrative Agent. 
 “Foreign Exchange Component” means, with
reference to any Swap Contract relating to Indebtedness, the cumulative change in fair value of such Swap Contract resulting exclusively from changes in spot exchange rates. 
 “Foreign Lender” has the meaning specified in Section 10.15(a)(i). 
 “Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower which (a) is not a Domestic
Subsidiary or (b) is set forth on Schedule 1.01E. 
 “Foreign Subsidiary Available Investment Basket”
means the following amounts, to the extent not previously utilized: (a) $100,000,000 (net of any Returns in respect of any Investment made in reliance on this clause (a)), (b) for the purposes of Section 7.02(i) only, the net cash
proceeds of any Indebtedness incurred pursuant to Section 7.03(g)(ii), and (c) the amounts referred to in Sections 7.02(n), 7.02(o) and 7.02(v) (and to the extent any of Sections 7.02(n), 7.02(o) and 7.02(v) is relied upon for
purposes of this definition, a corresponding amount under such Section shall be deemed to have been utilized). 
 “FRB” means the Board of Governors of the Federal Reserve System of the United States. 
 “Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course. 
 “Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more
than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement
that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans. 
 “GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

 “Governmental Authority” means any nation or government, any state or other political subdivision thereof,
any agency, authority, instrumentality, regulatory body, court,

  

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administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

 “Granting Lender” has the meaning specified in Section 10.07(h). 
 “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on
the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal
to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined
by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 
 “Guarantors” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”. 
 “Guaranty” means, collectively, (a) the Guarantee Agreement made by the Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of
Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. 
 “Hedge Bank” means LCPI, any Lender or L/C Issuer, an Affiliate of LCPI or any Lender or L/C Issuer, or any Person that was
a Lender, L/C Issuer or Affiliate thereof at the time it entered into a Secured Hedge Agreement, with respect to any Secured Hedge Agreement entered into prior to, on or after the date of this Agreement. 
  

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 “Holdings” means any Person that becomes the direct parent company of the
Borrower owning directly, of record and beneficially, 100% of the outstanding Equity Interests of the Borrower, in which the Permitted Holders at such time shall have acquired, directly or indirectly, Equity Interests; provided,
however, that upon the occurrence of a Holdings Election Event, Holdings shall comply with and shall be subject to (i) the mandatory prepayment provisions set forth in Section 2.05(b), (ii) the representations and warranties
set forth in Article V, (iii) the covenants set forth in Articles VI and VII (and any Collateral Documents to which it becomes a party pursuant to the terms thereof), (iv) the provisions of Article VIII, and (v) in the case
of clauses (i), (ii), (iii) and (iv), all related definitions. 
 “Holdings Election Event” means the
occurrence of both of the following: (a) the Borrower shall become the Subsidiary of Holdings and (b) the Borrower shall make a Restricted Payments Interest Expense Election. 
 “Honor Date” has the meaning specified in Section 2.03(c)(i). 
 “Immaterial Subsidiary” means any Subsidiary designated in writing by the Borrower to the Administrative Agent as an
Immaterial Subsidiary that does not, as of the last day of the most recently completed fiscal quarter of the Borrower, have assets with a value in excess of 3.0% of the consolidated total assets of the Borrower and its Subsidiaries and did not, as
of the four-quarter period ending on the last day of such fiscal quarter, have revenues exceeding 3.0% of the consolidated revenues of the Borrower and its Subsidiaries; provided that if (a) such Subsidiary shall have been designated in
writing by the Borrower to the Administrative Agent as an Immaterial Subsidiary, and (b) if (i) the aggregate assets then owned by all Subsidiaries of the Borrower that would otherwise constitute Immaterial Subsidiaries shall have a value
in excess of 5.0% of the consolidated total assets of the Borrower and its Subsidiaries as of the last day of such fiscal quarter or (ii) the combined revenues of all Subsidiaries of the Borrower that would otherwise constitute Immaterial
Subsidiaries shall exceed 5.0% of the consolidated revenues of the Borrower and its Subsidiaries for such four-quarter period, the Borrower shall redesignate one or more of such Subsidiaries to not be Immaterial Subsidiaries within ten
(10) Business Days after delivery of the Compliance Certificate for such fiscal quarter such that only those such Subsidiaries as shall then have aggregate assets of less than 5.0% of the consolidated total assets of the Borrower and its
Subsidiaries and combined revenues of less than 5.0% of the consolidated revenues of the Borrower and its Subsidiaries shall constitute Immaterial Subsidiaries. 
 “Incremental Amendment” has the meaning set forth in Section 2.14(c). 
 “Incremental Facility Closing Date” has the meaning set forth in Section 2.14(c). 
 “Incremental Term Loans” has the meaning set forth in Section 2.14(a). 
 “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

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

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 (b) the maximum amount (after giving effect to any prior drawings or
reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of
such Person; 
 (c) net obligations of such Person under any Swap Contract; 
 (d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade
accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP); 
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse; 
 (f) all Attributable Indebtedness; 
 (g) all obligations of such Person in respect of Disqualified Equity Interests; and 
 (h) all Guarantees of such Person in respect of any of the foregoing. 
 For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the
calculation of Consolidated Total Debt and (B) in the case of the Borrower and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the
ordinary of business consistent with past practice. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes
of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith. 

“Indemnified Liabilities” has the meaning set forth in Section 10.05. 
 “Indemnitees” has the meaning set forth in Section 10.05. 
 “Information” has the meaning specified in Section 10.08. 
 “Initial L/C Issuer” means Deutsche Bank Trust Company Americas, in its capacity as an issuer of Letters of Credit
hereunder. 
 “Intellectual Property Security Agreement” means the Intellectual Property Security Agreement,
substantially in the form attached as Exhibit I. 
  

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 “Interest Coverage Ratio” means, with respect to the Borrower and the
Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense. 
 “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period
applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the
beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility
under which such Loan was made. 
 “Interest Period” means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent agreed to by, or available to, each Lender of
such Eurocurrency Rate Loan, nine or twelve months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that: 
 (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in
which case such Interest Period shall end on the next preceding Business Day; 
 (b) any Interest Period that
begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and 
 (c) no Interest Period shall extend beyond the Maturity Date of the Facility under
which such Loan was made. 
 “Investment” means, as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities or receivables of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and its
Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or
(c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of
such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 
 “IP Collateral” means all “Intellectual Property Collateral” referred to in the Collateral Documents and all of
the other IP Rights that are or are required by the terms hereof or

  

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of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties. 
 “IP Rights” has the meaning set forth in Section 5.15. 
 “IRS” means the United States Internal Revenue Service. 
 “Judgment Currency” has the meaning specified in Section 10.19. 
 “Junior Financing” has the meaning specified in Section 7.13. 
 “Junior Financing Documentation” means any documentation governing any Junior Financing. 
 “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 
 “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any
L/C Borrowing in accordance with its Pro Rata Share. 
 “L/C Borrowing” means an extension of credit resulting
from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing. 
 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

 “L/C Issuer” means the Initial L/C Issuer and any other Lender that becomes an L/C Issuer in accordance with
Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit (including Existing Letters of Credit) hereunder, or any successor issuer of Letters of Credit hereunder. 
 “L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit
plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. 
 “LCPI” means Lehman Commercial
Paper Inc. 
 “Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the
context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”. 
  

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 “Lender Addendum” means, with respect to any initial Lender, a Lender
Addendum, substantially in the form of Exhibit K, to be executed and delivered by such Lender on the Closing Date as provided in Section 10.23. 
 “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent. 
 “Letter of Credit” means any
letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. 
 “Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer. 
 “Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date
then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Sublimit” means an amount equal to the lesser of (a) $30,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition
to, the Revolving Credit Facility. 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any
easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing). 
 “Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan. 
 “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the
Collateral Documents and (v) each Letter of Credit Application. 
 “Loan Parties” means, collectively, the
Borrower and each Guarantor. 
 “Management Stockholders” means the members of management of the Borrower or
its Subsidiaries who are investors in the Borrower or any direct or indirect parent thereof. 
 “Mandatory Prepayment
Amount” has the meaning specified in Section 2.05(b)(vii). 
 “Master Agreement” has the meaning
specified in the definition of “Swap Contract.” 
 “Material Adverse Effect” means (a) a
material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Borrower or the

  

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Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party or (c) a material adverse
effect on the rights and remedies of the Lenders under any Loan Document. 
 “Material Real Property” means any
real property owned by any Loan Party with a book value in excess of $3,000,000. 
 “Maturity Date” means
(a) with respect to the Revolving Credit Facility, October 24, 2012 and (b) with respect to the Term Loans, October 24, 2013. 
 “Maximum Rate” has the meaning specified in Section 10.10. 
 “Merger” has the meaning set forth in the preliminary statements to this Agreement. 
 “Merger
Agreement” means the Agreement and Plan of Merger, dated as of May 31, 2006, between Omaha and West. 
 “Merger Consideration” means the total funds required to consummate the Merger. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 
 “Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Lenders, substantially in the form
of Exhibit L (with such changes as may be customary to account for local law matters), and any other mortgages executed and delivered pursuant to Section 6.11. 
 “Mortgage Policies” has the meaning specified in Section 6.13(b)(ii). 
 “Mortgaged Properties” has the meaning specified in paragraph (g) of the definition of Collateral and Guarantee Requirement. 
 “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which
any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 
 “Net Cash Proceeds” means: 
 (a) with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in
connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to
any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal
amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event

  

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and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket
expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant
and other customary fees) actually incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and
(D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted
Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, it
being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by the Borrower or any Restricted Subsidiary in any such Disposition and
(ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and
such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing
realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $10,000,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause
(a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $20,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause
(a)); and 
 (b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted
Subsidiary and, solely for purposes of the definition of Cumulative Growth Amount, the issuance (or sale) of Equity Interests of the Borrower, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or
issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence
or issuance. 
 “New Notes” means the Senior Notes and the Senior Subordinated Notes. 
 “New Notes Documentation” means the New Notes, and all documents executed and delivered with respect to the New Notes,
including the Senior Notes Indenture and the Senior Subordinated Notes Indenture. 
 “Non-Cash Charges” has the
meaning set forth in the definition of the term “Consolidated EBITDA”. 
 “Non-Consenting Lenders”
has the meaning specified in Section 3.07(d). 
 “Nonrenewal Notice Date” has the meaning specified in
Section 2.03(b)(iii). 
  

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 “Note” means a Term Note or a Revolving Credit Note, as the context may
require. 
 “Notice of Intent to Cure” has the meaning specified in Section 6.02(b). 
 “Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of any transaction or event, that such
amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was
(or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose. The Borrower shall promptly notify the Administrative Agent of any application of such amount as contemplated by (b) above.

 “NPL” means the National Priorities List under CERCLA. 
 “Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party
and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party and its Subsidiaries arising under any Secured Hedge Agreement and (z) Cash Management Obligations. Without limiting the generality of the
foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal,
interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (b) the obligation of any Loan
Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary. 
 “Omaha” has the meaning specified in the preliminary statements to this Agreement. 
 “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and
(c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such
entity. 
 “Other Taxes” has the meaning specified in Section 3.01(b). 
 “Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date,
the principal amount thereof then outstanding

  

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after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C
Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount thereof on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under
Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date. 
 “Participant” has the meaning specified in Section 10.07(e). 
 “PBGC” means the Pension Benefit Guaranty Corporation. 
 “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in Section 4064(a) of ERISA, has any obligations or liabilities contingent or otherwise. 
 “Permitted Basket Acquisition” has the meaning specified in Section 7.02(i). 
 “Permitted Acquisition” means any Permitted Basket Acquisition and the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a
business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Restricted Subsidiary of the Borrower (including as a result of a merger or consolidation) made
under Section 7.02(n), (o) or (v). 
 “Permitted Equity Issuance” means any sale or issuance of any
Qualified Equity Interests of the Borrower to the extent permitted hereunder. 
 “Permitted Holders” means Gary
L. West and Mary E. West (together with their respective heirs and any trust established for their benefit or for the benefit of such heirs) and the Equity Investors other than the Management Stockholders to the extent that the amount of the
outstanding voting stock of the Borrower owned beneficially or of record by such Management Stockholders in the aggregate at any time exceeds ten percent (10%) of the total amount of the outstanding voting stock of the Borrower at such time.

 “Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding,
renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest (including interest paid-in-kind) and premium, penalties and similar amounts thereon plus other amounts paid
(including any tender premium and similar amounts), and fees and expenses reasonably incurred (including commitment, underwriting and all other financing fees), in connection with such modification, refinancing, refunding, renewal, replacement or
extension and by an amount equal to any existing commitments unutilized thereunder, (b) other

  

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than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal, replacement or extension
has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded,
renewed, replaced or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, and
(d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(h) (solely in respect of Specified Junior Financing) or 7.03(v), (i) to the
extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in
right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (ii) the terms and
conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed, replaced or extended Indebtedness, taken as a whole, are not
materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; provided that a certificate of a Responsible Officer delivered
to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating
thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative
Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal,
replacement or extension is incurred by one or more Persons who are the obligors of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended. 
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by
any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 
 “Pledged Debt” has the meaning specified in the Security Agreement. 
 “Pledged Equity” has the meaning specified in the Security Agreement. 
 “Post-Acquisition
Period” means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on
which such Permitted Acquisition is consummated. 
 “Prepayment Date” has the meaning specified in
Section 2.05(b)(vii). 
 “Prepayment Option Notice” has the meaning specified in
Section 2.05(b)(vii). 
  

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 “Prime Rate” means the prime lending rate as set forth on the British
Banking Association Telerate Page 5 (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time. Any change in the Base Rate due to a
change in the Prime Rate actually available or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate actually available. 
 “Pro Forma
Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA
of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the
purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired
Entity or Business with the operations of the Borrower and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as
applicable, the cost savings related to such actions or such additional costs, as applicable, it may be reasonably assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the
case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma
increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be,
for such Test Period. 
 “Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(a)(ii).

 “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to
compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to
have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction,
(i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and
(ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any repayment, redemption or other retirement of Indebtedness and any assumption of
Indebtedness by a third party, and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of
interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the
application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA
and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction,

  

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(y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma
Adjustment. 
 “Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a)(ii).

 “Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under
the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. 
 “Projections” shall have the meaning set forth in Section 6.01(c). 
 “Qualified Equity
Interests” means any Equity Interests that are not Disqualified Equity Interests. 
 “Qualifying IPO”
means the issuance by the Borrower or any direct or indirect parent of the Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to
an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering). 
 “Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the
Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Borrower or any of its Restricted Subsidiaries (other than a Receivables Subsidiary)
and pursuant to which the Borrower or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to
a Person that is not a Restricted Subsidiary. 
 “Receivables Management Assets” means any debt or other
obligations, including receivables and defaulted, contingent and charged-off obligations, any participation or interest therein, and all rights and interests related to, or arising in connection with, any of the foregoing, including any agreements,
documents and instruments. 
 “Receivables Management Business” means the segment of the Borrower’s
consolidated businesses relating to Receivables Management Assets, including, without limitation, servicing, collecting, purchasing and selling Receivables Management Assets and any financing thereof. 
 “Receivables Management Financing” means, with respect to any Receivables Management Subsidiary, any Indebtedness incurred
for the purpose of making Investments in Receivables Management Assets and operating the Receivables Management Business; provided, that the Indebtedness thereunder is not (a) repayable or guaranteed by the Borrower or any Restricted
Subsidiary other than Receivables Management Subsidiaries and (b) secured by the assets of the Borrower or any Restricted Subsidiary other than the property and assets of

  

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Receivables Management Subsidiaries and the Equity Interests of Receivables Management Subsidiaries. 
 “Receivables Management Leverage Ratio” means, with respect to the Receivables Management Subsidiaries, as of any date of determination, the ratio of (a) Consolidated Total
Indebtedness attributable to the Receivables Management Subsidiaries under Receivables Management Financings to (b) Consolidated EBITDA attributable to the Receivables Management Subsidiaries. 
 “Receivables Management Subsidiary” means any Restricted Subsidiary substantially all of whose activities consist of
engaging in the Receivables Management Business. 
 “Receivables Subsidiary” means any Subsidiary formed for
the purpose of, and that solely engages in, one or more Receivables Facilities and other activities reasonably related thereto. 
 “Refinanced Term Loans” has the meaning specified in Section 10.01. 
 “Refunding
Loans” has the meaning set forth in Section 2.03(c)(i). 
 “Register” has the meaning set forth
in Section 10.07(d). 
 “Replacement Term Loans” has the meaning specified in Section 10.01.

 “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations
issued thereunder, other than events for which the thirty (30) day notice period has been waived. 
 “Request for
Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and
(c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 
 “Required Lenders” means, as of any
date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed
“held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit
Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 
 “Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or
assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a
Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such
Loan Party. 
  

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 “Restricted Payment” means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Equity Interest of the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Persons thereof).

 “Restricted Payments Interest Expense Election” has the meaning set forth in Section 7.06(k).

 “Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

 “Returns” means, with respect to any Investment, dividends, distributions, return of capital, interest,
fees, premium, repayment of principal, income, profits (from Disposition or otherwise) and other amounts realized from any Investment. 
 “Revolving Commitment Increase” has the meaning set forth in Section 2.14(a). 
 “Revolving Commitment Increase Lender” has the meaning set forth in Section 2.14(d). 
 “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving
Credit Lenders pursuant to Section 2.01(b). 
 “Revolving Credit Commitment” means, as to each Revolving
Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, including pursuant to a Revolving Commitment Increase. The aggregate Revolving Credit Commitments of all Revolving
Credit Lenders shall be $250,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement, including pursuant to a Revolving Commitment Increase. 
 “Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the outstanding principal amount of such
Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time. 
 “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time. 
 “Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time. 

 

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 “Revolving Credit Loans” has the meaning specified in Section 2.01(b).

 “Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or
its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

 “Rollover Amount” has the meaning set forth in Section 7.15(b). 
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor thereto. 
 “Same Day Funds” means immediately available funds. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is
entered into or has been entered into prior to the date hereof by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank. 
 “Secured Obligations” has the meaning specified in the Security Agreement. 
 “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 9.01(c). 
 “Securities Act” means the
Securities Act of 1933. 
 “Security Agreement” means, collectively, the Security Agreement executed by the
Loan Parties, substantially in the form of Exhibit G, together with each other security agreement supplement executed and delivered pursuant to Section 6.11. 
 “Security Agreement Supplement” has the meaning specified in the Security Agreement. 
 “Senior Guarantees” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”. 
 “Senior Notes” means $650,000,000 in aggregate principal amount of senior notes issued by the Borrower due 2014 and any
exchange notes issued in respect thereof on substantially the same terms. 
 “Senior Notes Indenture” means the
indenture for the Senior Notes, dated as of October 24, 2006, together with any other agreement documenting the Senior Notes. 
 “Senior Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Senior Secured Debt of the Loan Parties as of the last day of such Test Period to (b) Consolidated EBITDA for
such Test Period. 
  

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 “Senior Subordinated Notes” means $450,000,000 in aggregate principal
amount of senior subordinated notes issued by the Borrower due 2016 and any exchange notes issued in respect thereof on substantially the same terms. 
 “Senior Subordinated Notes Indenture” means the indenture for the Senior Subordinated Notes, dated as of October 24, 2006, together with any other agreement documenting the Senior
Subordinated Notes. 
 “Sold Entity or Business” has the meaning set forth in the definition of the term
“Consolidated EBITDA”. 
 “Solvent” and “Solvency” mean, with respect to any Person
on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the
assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such
Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability. 
 “SPC” has the meaning
specified in Section 10.07(h). 
 “Specified Junior Financing” means, any Junior Financing with an
aggregate outstanding principal amount in excess of the Threshold Amount. 
 “Specified Junior Financing
Document” means, the Junior Financing Document in respect of any Specified Junior Financing. 
 “Specified
Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Term Loan or Revolving Commitment Increase that by the terms of
this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”. 
 “Sponsors” means Thomas H. Lee Partners, L.P. and Quadrangle Group LLC, and their Affiliates and any investment funds
advised or managed by any of the foregoing, but not including, however, any portfolio companies of any of the foregoing. 
 “Sponsor Management Agreement” means the Management Agreement between certain of the management companies associated with the Sponsors and the Borrower. 
 “Sponsor Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to one or
more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO or otherwise pursuant to the Sponsor Management Agreement. 
  

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 “Subsidiary” of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such
power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person; provided,
however, that references to a “Subsidiary” or “Subsidiaries” in this Agreement and the other Loan Documents shall not include West Education Foundation so long as such entity is a not-for-profit corporation tax exempt
under Section 501(c)(3) of the Code. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 
 “Successor Borrower” has the meaning specified in Section 7.04(d). 
 “Supplemental Administrative Agent” has the meaning specified in Section 9.13 and “Supplemental Administrative
Agents” shall have the corresponding meaning. 
 “Swap Contract” means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or
forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or
liabilities under any Master Agreement. 
 “Swap Termination Value” means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market
or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
 “Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04. 
 “Swing Line Lender” means LCPI, in its capacity as provider of Swing Line Loans, or any successor swing line lender
hereunder. 
 “Swing Line Loan” has the meaning specified in Section 2.04(a). 
  

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 “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B. 
 “Swing Line
Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding. 
 “Swing Line Sublimit” means an amount equal to the lesser of (a) $30,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the
Revolving Credit Commitments. 
 “Syndication Agent” means Deutsche Bank Securities Inc. and Bank of America,
N.A., each in its capacity as a Syndication Agent under this Agreement. 
 “Taxes” has the meaning specified in
Section 3.01(a). 
 “Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same
Type and currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01. 
 “Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set
forth opposite such Lender’s name on Schedule 2.01(a) under the caption “Term Commitment” 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. The initial aggregate amount of the Term Commitments is $2,100,000,000. 
 “Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time. 
 “Term Loan” means a Loan made pursuant to Section 2.01(a). 
 “Term Note” means
a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans
made by such Term Lender. 
 “Test Period” means, for any determination under this Agreement, the four
consecutive fiscal quarters of the Borrower then last ended. 
 “Threshold Amount” means $35,000,000.

 “Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt
as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 
 “Total
Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. 
 “Tranche” means a category of Commitments or Credit Extensions thereunder. For purposes hereof, each of the following comprises a separate Tranche: (a) the unused 
  

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 Revolving Commitments, (b) the outstanding Revolving Credit Loans and L/C Obligations in respect of
Letters of Credit and (c) the outstanding Term Loans. 
 “Transaction” means, collectively, (a) the
Equity Contribution, (b) the Merger, (c) the issuance of the New Notes, (d) the funding of the Term Loans, (e) the refinancing of the Existing Credit Agreement and certain other Indebtedness of the Borrower and its Subsidiaries,
(f) transaction, retention and incentive bonuses and change of control payments to management and other employees of the Borrower and all related transactions, (g) the establishment of equity compensation plans, equity arrangements and
employment arrangements with certain of the Borrower’s management, (h) the consummation of any other transactions in connection with the foregoing and (i) the payment of fees and expenses incurred in connection with any of the
foregoing. 
 “Transaction Documents” means the Merger Agreement and all other material documents, instruments
and certificates contemplated by the Merger Agreement. 
 “Transaction Expenses” means any fees or expenses
incurred or paid by the Borrower or any Restricted Subsidiary in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby. 
 “Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan. 
 “Unaudited Financial Statements” has the meaning set forth in Section 4.01(f). 
 “Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of
New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 
 “United States” and “U.S.” mean the United States of America. 
 “Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i). 
 “Unrestricted Subsidiary” means (i) each Subsidiary of the Borrower listed on Schedule 1.01B and (ii) any
Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 6.15 subsequent to the date hereof. Any Subsidiary of any such Unrestricted Subsidiary that is formed or acquired
by such Unrestricted Subsidiary after the designation of any such Subsidiary as an Unrestricted Subsidiary (or in the case of clause (i), subsequent to the date hereof) shall automatically be deemed to be an Unrestricted Subsidiary and shall not be
subject to Section 6.15. 
 “U.S. Lender” has the meaning set forth in Section 10.15(b). 

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

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 “West” has the meaning specified in the introductory paragraph to this
Agreement. 
 “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all
of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned
Subsidiaries of such Person. 
 SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each
other Loan Document, unless otherwise specified herein or in such other Loan Document: 
 (a) The meanings of
defined terms are equally applicable to the singular and plural forms of the defined terms. 
 (b) 
 (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar
import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 
 (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. 
 (iii) The term “including” is by way of example and not limitation. 
 (iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports,
financial statements and other writings, however evidenced, whether in physical or electronic form. 
 (c) In the
computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.” 
 (d) Section headings herein and in the other Loan
Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 SECTION 1.03. Accounting Terms. 
 (a) All accounting terms
not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. 
 (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant
contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma
Basis. 
  

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 SECTION 1.04. Rounding. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 
 SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization
Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing
or interpreting such Law. 
 SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of
day shall be references to Eastern time (daylight or standard, as applicable). 
 SECTION 1.07. Timing of Payment of
Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the
definition of Interest Period) or performance shall extend to the immediately succeeding Business Day. 
 SECTION 1.08.
Currency Equivalents Generally. 
 (a) Any amount specified in this Agreement (other than in Articles II,
IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the
rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the
Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two
Business Days later). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed
to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall
otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections. 
 (b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06, 7.11 and 7.15, any amount in a currency
other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent 
  

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 twelve-month period immediately prior to the date of determination determined in a manner
consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with
Section 7.11, the equivalent in Dollars of any Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with
respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness. 
 SECTION 1.09. Change of Currency. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent to
appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency. 
 ARTICLE II 
 THE COMMITMENTS AND CREDIT EXTENSIONS 

SECTION 2.01. The Loans. 
 (a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower a single loan denominated in Dollars in an amount equal to
such Term Lender’s Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

 (b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein (i) each
Revolving Credit Lender severally agrees to make loans denominated in Dollars to the Borrower (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the amount of the Revolving Credit Exposure of any Lender shall not
exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under
Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding anything to the contrary herein, the maximum amount of Revolving
Credit Loans that may be borrowed by the Borrower on the Closing Date shall not exceed $50,000,000. 
 SECTION 2.02.
Borrowings, Conversions and Continuations of Loans. 
 (a) Each Term Borrowing, each Revolving Credit
Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent. Each such
notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation 
  

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 of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans,
and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans. Each notice by the Borrower pursuant to this Section 2.02(a) must be by delivery to the Administrative Agent of a written Committed Loan
Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 in excess
thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall
specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which
existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a
timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last
day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to
specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, unless the Administrative Agent otherwise agrees, no Loan may be made as or converted into a
Eurocurrency Rate Loan with an Interest Period longer than one (1) month prior to the date which is 60 days after the Closing Date. 
 (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice
of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each
Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed
Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date
the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C
Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above. 
 (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under
Section 3.05 in 
  

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 connection therewith. During the existence of an Event of Default, the Administrative Agent
or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans. 
 (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the
Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. 
 (e) After
giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall
not be more than twenty (20) Interest Periods in effect. 
 (f) The failure of any Lender to make the Loan
to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan
to be made by such other Lender on the date of any Borrowing. 
 SECTION 2.03. Letters of Credit. 
 (a) The Letter of Credit Commitment. 
 (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and
for purposes hereof will be deemed to have been issued on the Closing Date. Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in
this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower
(provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the
Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with
respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the amount of the Revolving Credit Exposure of any Lender would exceed such
Lender’s Revolving Credit Commitment and (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability
to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 
  

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 (ii) An L/C Issuer shall be under no obligation to issue any Letter of
Credit if: 
 (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms
purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C
Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction,
reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing
Date (for which such L/C Issuer is not otherwise compensated hereunder); 
 (B) subject to
Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless such L/C Issuer has approved such expiry date; 
 (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the
Revolving Credit Lenders have approved such expiry date; 
 (D) the issuance of such Letter of Credit would
violate any Laws binding upon such L/C Issuer; or 
 (E) such Letter of Credit is in an initial amount less than
$100,000 (or such lesser amount agreed to by the L/C Issuer). 
 (iii) An L/C Issuer shall be under no
obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not
accept the proposed amendment to such Letter of Credit. 
 (b) Procedures for Issuance and Amendment of
Letters of Credit; Auto-Renewal Letters of Credit. 
 (i) Each Letter of Credit shall be issued or
amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of
Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 1:00 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case
may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall
specify in 
  

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 form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such
beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the
case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the
proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request. 
 (ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the
relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested
date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

 (iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer
shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any
such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each
such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such
renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than
the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in
its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days
before the Nonrenewal Notice Date from the Administrative 
  

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Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied. 
 (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with
respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 
 (c) Drawings and Reimbursements; Funding of Participations. 
 (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the
relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 1:00 p.m. on the second Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an
“Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. In order to reimburse any such drawing, the Borrower shall have the option to request in
accordance with Section 2.02 a Revolving Credit Borrowing of Base Rate Loans (“Refunding Loans”), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but
subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative
Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. Any notice given by
an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice. 
 (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer)
shall, upon any notice pursuant to Section 2.03(c)(i) make a Refunding Loan to the Borrower, make such funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office
for payments not later than 1:00 p.m. on the Business Day specified in such notice by the Borrower. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer. 
 (iii) With respect to any Unreimbursed Amount, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an
L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, upon demand by the relevant
L/C Issuer (through the Administrative Agent), each Appropriate Lender shall make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount
equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day following the date of such demand, and such payment to the Administrative Agent for the account of the relevant L/C Issuer shall be deemed payment in
respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. 
  

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 (iv) Until an Appropriate Lender funds its L/C Advance pursuant to this
Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

 (v) Each Revolving Credit Lender’s obligation to make Refunding Loans or L/C Advances to reimburse an L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) except for the obligation to make Refunding Loans, the occurrence or continuance of a Default or the failure
to satisfy any of the other conditions specified in Section 4.02, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an L/C Advance shall relieve or otherwise impair the
obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. 
 (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C
Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(iii), such L/C Issuer shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the Federal
Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive
absent manifest error. 
 (d) Repayment of Participations. 
 (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving
Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. 
 (ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c) is
required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the
account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect. 
  

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 (e) Obligations Absolute. The obligation of the Borrower to reimburse
the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following: 
 (i) any lack of validity or enforceability of such Letter of Credit,
this Agreement, or any other agreement or instrument relating thereto; 
 (ii) the existence of any claim,
counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant
L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 
 (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of
Credit; 
 (iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

 (v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or
consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations any Loan Party in respect of such Letter of Credit; or 
 (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge
of, any Loan Party; 
 provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful
misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. 
 (f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and 
  

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documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any
such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at
the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C
Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e);
provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any
Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may
accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 
 (g) Cash Collateral. (i) If an L/C Issuer has honored any full or partial drawing request under any Letter of
Credit and such drawing has resulted in an L/C Borrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C
Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount
equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 p.m., New York City time, on (x) in the case of the immediately
preceding clauses (i) through (iii), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the
Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (iv), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if
such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, 
  

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 for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented
to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts established by, and/or under the sole dominion and control of, the Administrative Agent and may be invested in readily available Cash
Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of
such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit
accounts established by the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent
reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to
reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the
Borrower. 
 (h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account
of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the daily maximum amount then available to be drawn under
such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed on a
quarterly basis in arrears. Such letter of credit fees shall be due and payable in Dollars on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of
Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect. 
 (i) Fronting Fee
and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the daily
maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit).
Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for 
  

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 its own account the customary issuance, presentation, amendment and other processing fees,
and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are
nonrefundable. 
 (j) Conflict with Letter of Credit Application. Notwithstanding anything else to the
contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control. 
 (k) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a
written agreement among the Borrower, the Administrative Agent, the Initial L/C Issuer for so long as it is an L/C Issuer and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C
Issuer. 
 SECTION 2.04. Swing Line Loans. 
 (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans
(each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing
Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of
such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding
Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided further that, the Borrower shall
not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under
Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such
Swing Line Loan. 
 (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower’s irrevocable written notice to the Swing Line Lender and the Administrative Agent. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and
shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such notice must be by delivery to the Swing Line Lender and the Administrative
Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the
request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the 
  

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Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Borrower. 
 (c) Refinancing of Swing Line Loans.

 (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the
Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples
specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower
with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan
Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to
Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in
accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk
participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such
participation. 
 (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for
the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover
from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a
rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be
conclusive absent manifest error. 
 (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit
Loans or to purchase and fund risk participations in Swing Line Loans pursuant to 
  

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this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which
such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) except for the obligation to make Revolving Credit Loans, the occurrence or continuance of a Default or the failure to satisfy
any of the other conditions specified in Section 4.02, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation
of the Borrower to repay Swing Line Loans, together with interest as provided herein. 
 (d) Repayment of
Participations. 
 (i) At any time after any Revolving Credit Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. 
 (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required
to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the
Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent
will make such demand upon the request of the Swing Line Lender. 
 (e) Interest for Account of Swing Line
Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until a Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance
such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender. 
 (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect
of the Swing Line Loans directly to the Swing Line Lender. 
 SECTION 2.05. Prepayments. 
 (a) Optional. 
 (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty;
provided that (1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the
date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 
  

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in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the
entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of
its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due
and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans
pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. 
 (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without
premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum
principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 
 (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have
resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. 
 (iv) Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to repayments thereof required pursuant to Section 2.07(a) in the manner as directed by the Borrower.

 (b) Mandatory. 
 (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and
the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid the Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such
financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit
Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not
funded with the proceeds of Indebtedness; provided that if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 5.25:1, the Borrower shall make prepayments of Loans in an aggregate
amount equal to 25% of Excess Cash Flow for the fiscal year covered by such financial statements and no payment of any Loans shall be 
  

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required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements is less than 4.5:1. 
 (ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any
Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (in the case of clause (d)(i) to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (l), (n) or
(o)), or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten
(10) Business Days after the date of the realization or receipt of such Net Cash Proceeds Term Loans in an amount equal to 100% of all Net Cash Proceeds (other than Excluded Net Cash Proceeds) received; provided that no such prepayment
shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest
in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); 
 (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any
Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or
(y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within ninety (90) days of the date of such legally binding commitment; provided
that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into
at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Loans to the prepayment of Term Loans until such time as the relevant
investment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to
any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set
forth in this Section 2.05. 
 (iii) If the Borrower or any Restricted Subsidiary incurs or issues any
Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to be prepaid the Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which
is five (5) Business Days after the receipt of such Net Cash Proceeds. 
 (iv) If for any reason the
aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including pursuant to Section 2.17(b)), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit
Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the 
  

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 Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. 
 (v) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to
repayments thereof required pursuant to Section 2.07(a); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vii) of this Section 2.05(b). 
 (vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be
made pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably
detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the
prepayment. 
 (vii) Each Term Lender may, at its option, decline all or a portion of any mandatory payment
applicable to the Term Loans of such Lender pursuant to this Section 2.05(b). With respect to the amount of any mandatory prepayment described in this Section 2.05(b) that is allocated to the Term Loans (such amounts, the
“Mandatory Prepayment Amount”), the Borrower will, on or prior to the date specified in this Section 2.05(b) for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that
the Administrative Agent prepare and provide to each Term Lender a notice in substantially the form of Exhibit J (each, a “Prepayment Option Notice”) as described below and, on such specified prepayment date, deposit with the
Administrative Agent the Mandatory Prepayment Amount. As promptly as practicable after receiving such notice from the Borrower (but in any event within two (2) Business Days thereafter), the Administrative Agent will send to each Term Lender a
Prepayment Option Notice, and shall include an offer by the Borrower to prepay on the Prepayment Date the Term Loans of such Lender by an amount equal to the portion of the Mandatory Prepayment Amount indicated in such Lender’s Prepayment
Option Notice as being applicable to such Lender’s Term Loans. The “Prepayment Date” in respect of any Prepayment Option Notice shall be the date which is five Business Days after the date of such Prepayment Option Notice. On
the Prepayment Date, the Administrative Agent shall (A) apply the Mandatory Prepayment Amount toward prepayment of the outstanding Term Loans in respect of which Lenders have accepted mandatory prepayment as described above and (B) return
the remaining portion of the Mandatory Prepayment Amount not accepted by the Term Lenders to the Borrower to be retained by it; provided that to the extent that any such amounts not accepted by the Term Lenders would give rise to the
obligation of the Borrower to make an offer to repurchase any New Notes, such amounts shall instead be applied to repay the Term Loans as otherwise provided herein. 
 (viii) Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of
any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions
of this Section 2.05(b), so long as no Event of Default shall 
  

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 have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to
be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral
Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such
Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any
other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b). 
 SECTION 2.06. Termination or Reduction of Commitments. 
 (a) Optional. The Borrower may,
upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the
Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof and (iii) if,
after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess, such
sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.
Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or
otherwise shall be delayed. 
 (b) Mandatory. The Term Commitment of each Term Lender shall be
automatically and permanently reduced to $0 upon the making of such Term Lender’s Term Loans pursuant to Section 2.01(a). 
 (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of
Credit Sublimit, or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such
Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination
of the Aggregate Commitments shall be paid on the effective date of such termination. 
 SECTION 2.07. Repayment of
Loans. 
 (a) Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account
of the Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the second such date to occur after the Closing Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term Loans
outstanding on the Closing Date (which payments shall be reduced as a result of 
  

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 the application of prepayments in accordance with the order of priority set forth in
Section 2.05) and (ii) on the Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans outstanding on such date. 
 (b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the
aggregate principal amount of all of its Revolving Credit Loans outstanding on such date. 
 (c) Swing Line
Loans. The Borrower shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility. 
 SECTION 2.08. Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans. 
 (b) The Borrower shall pay interest on past due amounts hereunder (after giving effect to any applicable grace periods) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and
payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 
 SECTION 2.09. Fees. In addition to certain fees described in Sections 2.03(h) and (i): 
 (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the
Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C
Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the
Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no commitment fee shall accrue
on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the date hereof until the Maturity Date for the Revolving Credit Facility, including at any time
during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly 
  

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 in arrears on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 
 (b) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in
the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent). 
 SECTION 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by
the Prime Rate shall be made on the basis of a year of three hundred and sixty-five (365)/three hundred and sixty-six (366) days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred
and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided
that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and
binding for all purposes, absent manifest error. 
 SECTION 2.11. Evidence of Indebtedness. 
 (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender
and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business.
The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any
failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender
made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records.
Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 
 (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent
shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line
Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any 
  

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 Lender in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error. 
 (c) Entries made in good faith by the Administrative Agent in
the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to
become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the
failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and
the other Loan Documents. 
 SECTION 2.12. Payments Generally. 
 (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue. 
 (b) If any payment to be made by the Borrower shall come
due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause
payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day. 
 (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be
made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such
payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds,
then: 
 (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the
Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative
Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Federal Funds Rate from time to time in effect; and 
  

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 (ii) if any Lender failed to make such payment, such Lender shall forthwith
on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is
recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued
interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender
does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice
any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. 
 A
notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. 
 (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the
foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 
 (e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line
Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. 
 (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner. 
 (g) Whenever any payment received by the Administrative Agent under this Agreement
or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be
distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan
Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the 
  

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 manner in which such funds are to be applied, the Administrative Agent may, but at the
direction of Required Lenders shall, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the
Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. 
 SECTION 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the
Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the
participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata
with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into
by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s
ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise
all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The
Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. 
 SECTION 2.14. Incremental Credit Extensions. 
 (a) The
Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional tranches
of term loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”), provided that
(A) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect
thereto) no Default or Event of Default shall exist and (B) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving
Commitment Increase and the last day of the most recent Test Period, as if 
  

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 such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been
outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than
$25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of
the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of (x) $500,000,000 plus (y) the aggregate amount of principal payments made in respect of the Term Loans as of such Incremental Facility Closing
Date. 
 (b) The Incremental Term Loans (i) shall rank pari passu in right of payment and of security with
the Revolving Credit Loans and the Term Loans, (ii) shall not mature earlier than the Maturity Date with respect to the Term Loans, (iii) shall not have a weighted average life to maturity that is shorter than the weighted average life to
maturity with respect to the Term Loans and (iv) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (A) the
terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (B) the interest rates and amortization schedule
applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. 
 (c) Each
notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment
Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right, but not an
obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial
institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent and the Borrower shall have consented (not to be unreasonably withheld) to such
Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments,
as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing
Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental
Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood 
  

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 that all references to “the date of such Credit Extension” or similar language in
such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving
Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. 
 (d) Upon each increase in the Revolving Credit Commitments pursuant to this Section, (i) each Revolving Credit Lender
immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in
respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of
Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and
(B) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit
Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (ii) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the
effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued
interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment
requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. 
 (e) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary. 
 ARTICLE III 
 TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY 

 SECTION 3.01. Taxes. 
 (a) Except as provided in this Section 3.01, any and all payments by the Borrower (the term Borrower under Article III being deemed to include any Subsidiary for whose account a Letter of Credit
is issued) to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings
or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding in the case of each Agent and each Lender, taxes imposed on or measured by its net or gross income (including branch
profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the 
  

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 jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as
the case may be, is organized or maintains a Lending Office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (in each case, other than any such tax or liability arising solely from any Agent or any
Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). All non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and liabilities described in the immediately preceding sentence are hereinafter referred to as “Taxes”. If the Borrower shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum
payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this
Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount
deducted to the appropriate Governmental Authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as
possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment
thereof that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate Governmental Authority or fails to remit to any Agent or any Lender the required receipts or other
required documentary evidence, the Borrower shall indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure. 
 (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other
excise, property, intangible or mortgage recording taxes or charges or similar levies which, in each case, arise from any payment made under any Loan Document or from the execution or delivery of any Loan Document or otherwise with respect to the
exercise by a Lender of its rights under any Loan Document (hereinafter referred to as “Other Taxes”). 
 (c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 3.01) paid by
such Agent and such Lender and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed
by the relevant Governmental Authority; provided such Agent or Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this
Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a written demand therefor. 
 (d) The Borrower shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such
Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent or a change in the lending
office of such Lender, except to the extent that any such 
  

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change is requested in writing by the Borrower or is otherwise required pursuant to the terms of this Agreement (and provided that nothing in this clause (d) shall be construed as relieving
the Borrower from any obligation to make such payments or indemnification in the event of a change in lending office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law). 
 (e) Notwithstanding anything else herein to the contrary, if a Lender or an Agent is subject to withholding tax imposed by
any jurisdiction in which the Borrower is formed or organized at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, withholding tax imposed by such jurisdiction at
such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered
excluded from Taxes for periods governed by such forms; provided that, if at the date of the Assignment and Acceptance pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause
(a) of this Section 3.01 in respect of withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts
otherwise includable in Taxes) withholding tax, if any, applicable with respect to the Lender assignee on such date. 
 (f) If any Lender or Agent determines, in its reasonable discretion, that it has received a refund or overpayment credit in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the
Borrower pursuant to this Section 3.01, it shall promptly remit such refund or the amount of such credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect
to the Taxes or Other Taxes giving rise to such refund (or such credit) plus any interest included in such refund by the relevant Governmental Authority attributable thereto) to the Borrower, net of all out-of-pocket expenses of the Lender or Agent,
as the case may be and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees
promptly to return such refund (or such credit) to such party in the event such party is required to repay such refund (or such credit) to the relevant Governmental Authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s
request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund (or such credit) received from the relevant Governmental Authority (provided that such Lender or Agent may delete
any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim
any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any
other refunds, credits, reliefs, remissions or repayments to which it may be entitled. 
 (g) Each Lender agrees
that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall
internal policies of general application and legal and regulatory restrictions) to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided  
  

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that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no economic, legal, regulatory or other disadvantage, and
provided further that nothing in this Section 3.01(g) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c). 
 SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower
through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all
Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not
lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or
conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous
to such Lender. 
 SECTION 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason
adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a
proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the
Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or,
failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 
 SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. 
 (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith,
there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or
receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall
govern), 
  

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(ii) changes in the basis of taxation of net income or gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or
any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c), then from time to time
within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such
Lender such additional amounts as will compensate such Lender for such increased cost or reduction. 
 (b) If any
Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect
of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such
Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent
given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. 
 (c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such
Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous
requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded
upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error)
which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such
additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such
notice. 
 (d) Failure or delay on the part of any Lender to demand compensation pursuant to this
Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any
such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor, provided further that, if the
circumstance giving rise to such increased cost or 
  

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reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 
 (e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower,
use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its
Lending Office(s) to suffer no economic, legal, regulatory or other disadvantage, and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender
pursuant to Section 3.04(a), (b), (c) or (d). 
 SECTION 3.05. Funding Losses. Upon demand of any Lender (with
a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 
 (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last
day of the Interest Period for such Loan; or 
 (b) any failure by the Borrower (for a reason other than the
failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; 
 including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

 For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be
deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or
not such Eurocurrency Rate Loan was in fact so funded. 
 SECTION 3.06. Matters Applicable to All Requests for
Compensation. 
 (a) Any Agent or any Lender claiming compensation under this Article III shall deliver
a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable
averaging and attribution methods. 
 (b) With respect to any Lender’s claim for compensation under
Section 3.01, 3.02, 3.03 or 3.04, no Borrower shall be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives
rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests
compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another 
  

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Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions
of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. 
 (c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan, or to
convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current
Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the
circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist: 
 (i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate
Loans shall be applied instead to its Base Rate Loans; and 
 (ii) all Loans that would otherwise be made or
continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans
shall remain as Base Rate Loans. 
 (d) If any Lender gives notice to the Borrower (with a copy to the Agent)
that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do
promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts,
interest rate basis, and Interest Periods) in accordance with their respective Commitments. 
 SECTION 3.07. Replacement of
Lenders under Certain Circumstances. 
 (a) If at any time (i) the Borrower becomes obligated to pay
additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02
or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such
Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this
Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the 
  

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Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a
Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents. 
 (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and
participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a
portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and
participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee
Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and
participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. 
 (c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless
arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral
into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be
replaced hereunder except in accordance with the terms of Section 9.09. 
 (d) In the event that
(i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question
requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment,
then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.” 
 SECTION 3.08. Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder. 
  

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 ARTICLE IV 
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS  
 SECTION 4.01. Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: 
 (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: 
 (i) executed counterparts of this Agreement and the Guaranty; 
 (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance
of the Closing Date; 
 (iii) each Collateral Document set forth on Schedule 1.01A, duly executed by each
Loan Party party thereto, together with: 
 (A) certificates, if any, representing the Pledged Equity referred to
therein (except as set forth on Schedule 1.01A) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, 
 (B) to the extent any Mortgages are delivered on the Closing Date, to the extent required under the Collateral and Guarantee
Requirement, opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably
satisfactory to the Administrative Agent; and 
 (C) evidence that all other actions, recordings and filings
(other than as set forth on Schedule 1.01A) that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably
satisfactory to the Administrative Agent; 
 (iv) such certificates of resolutions or other action, incumbency
certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; 
 (v) opinion from (x) Ropes & Gray LLP, New York counsel to the Loan Parties substantially in the form of
Exhibit H and (y) the legal opinion of 
  

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local counsel in Arizona and Nevada as may be required by the Administrative Agent; 
 (vi) a certificate signed by a Responsible Officer of the Borrower certifying that there has not occurred any event, development or circumstance since December 31, 2005, that has had or would
reasonably be expected to have a Company Material Adverse Effect; 
 (vii) a certificate attesting to the
Solvency of the Loan Parties (taken as a whole) after giving effect to the Transaction, from the Chief Financial Officer of the Borrower; 
 (viii) a certified copy of the Sponsor Management Agreement, including a certification by a Responsible Officer of the Borrower that such agreement is in full force and effect as of the Closing Date;

 (ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan
Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named;

 (x) a certified copy of the Merger Agreement, the material provisions of which shall not have been amended,
supplemented or otherwise modified (pursuant to a waiver or otherwise) in a manner materially adverse to the Lenders without the prior written consent of the Arrangers (which consent shall not have been and shall not be unreasonably withheld,
conditioned or delayed), duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including
certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date; 
 (xi) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension; and 
 (xii) a completed Perfection Certificate (as defined in the Security Agreement), executed and delivered by a Responsible
Officer of the Borrower, together with all attachments contemplated thereby. 
 (b) All fees and expenses
required to be paid hereunder and invoiced before the Closing Date shall have been paid in full in cash. 
 (c)
(i) Prior to or simultaneously with the initial Credit Extension, the Equity Contribution shall have been funded in full in cash; and (ii) prior to or substantially concurrently with the initial Credit Extension, (A) the Merger shall
be consummated in accordance with the terms of the Merger Agreement and in compliance with applicable material Laws and regulatory approvals and (B) the other Transactions to be consummated on or prior to the Closing Date shall have been
consummated. 
  

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 (d) Prior to or simultaneously with the initial Credit Extensions, the
Borrower shall have received (i) at least $450,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes and (ii) at least $650,000,000 in gross cash proceeds from the issuance of the Senior Notes. 
 (e) Prior to or simultaneously with the initial Credit Extensions, the Borrower shall have taken all necessary actions such
that, after giving effect to the Transaction, (i) the Borrower and its Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) the New Notes and
(C) Indebtedness permitted under Section 7.03 and (ii) the Borrower shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests)
other than Qualified Equity Interests. 
 (f) The Arrangers and the Lenders shall have received (i) the
Audited Financial Statements and the audit report for such financial statements (which shall not be subject to any qualification) and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and
cash flows of West and its Subsidiaries for (A) the fiscal quarter ended June 30, 2006 and (B) the six month period ended on such date (collectively, the “Unaudited Financial Statements”), which financial statements
described in clauses (i) and (ii) shall be prepared in accordance with GAAP. 
 (g) The Arrangers and
the Lenders shall have received the Pro Forma Financial Statements. 
 (h) The Administrative Agent shall have
received evidence satisfactory to the Administrative Agent that the Existing Credit Agreement shall be simultaneously terminated and all amounts thereunder shall be simultaneously paid in full. 
 SECTION 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other
than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: 
 (a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other
Loan Document (except for Credit Extensions on the Closing Date, only the representations contained in Sections 5.01, 5.02, 5.04, 5.13, 5.16 and 5.18) shall be true and correct in all material respects on and as of the date of such Credit
Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any
representation and warranty made on or as of the Closing Date that is qualified as to “Material Adverse Effect” shall be deemed to be qualified by a “Company Material Adverse Effect.” 
 (b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds
therefrom. 
 (c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the requirements hereof. 
  

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 Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied
on and as of the date of the applicable Credit Extension. 
 ARTICLE V 
 REPRESENTATIONS AND WARRANTIES  
 The Borrower represents and warrants to the Agents and the Lenders that: 
 SECTION
5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Restricted Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of
its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a
party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws,
orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.02.
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other
powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Restricted Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any
material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to
have a Material Adverse Effect. 
 SECTION 5.03. Governmental Authorization; Other Consents. No material approval,
consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or
maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral
pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions,
notices and filings which have been duly obtained, waived, taken, given or made and are in full 
  

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 force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions,
notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity. 
 SECTION 5.05. Financial Statements; No Material Adverse Effect. 
 (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects
the financial condition of West and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise
expressly noted therein. During the period from December 31, 2005 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by West or any of its Subsidiaries of any material part of the business or
property of West or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by West or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to
the consolidated financial condition of West and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto, has not been publicly disclosed in filings with the SEC prior to the Closing Date
or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. 
 (ii) The unaudited
pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2005 and June 30, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma
consolidated statement of operations and cash flows of the Borrower and its Subsidiaries for the 12-month period ending on each such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of
which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such period, as the case may be) to the Transaction, each material acquisition by West or any
of its Subsidiaries consummated after December 31, 2005 and prior to the Closing Date and all other transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other
adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the Arrangers). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to
be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as at December 31, 2005 and
June 30, 2006, as the case may be, and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods
covered thereby. 
 (b) Since December 31, 2005, there has been no event or circumstance, either
individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 
  

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 (c) The forecasts of consolidated balance sheets, income statements and cash
flow statements of the Borrower and its Subsidiaries for each fiscal year ending after the Closing Date through 2011, copies of which have been furnished to the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it,
have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and
that such variations may be material. 
 (d) As of the Closing Date, neither the Borrower nor any Subsidiary has
any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under this Agreement and the New Notes, (iii) liabilities reflected
or reserved against on the audited consolidated balance sheet of West and its Subsidiaries as of December 31, 2005 or as disclosed in the notes thereto (as supplemented by liabilities reflected or reserved against on consolidated balance sheet
of West and its Subsidiaries as of June 30, 2006 or as disclosed in the notes thereto) and (iv) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be
expected to have a Material Adverse Effect. 
 SECTION 5.06. Litigation. There are no actions, suits, proceedings, claims
or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their
properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.07. No Default. Neither the Borrower nor any Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. 
 SECTION 5.08. Ownership of Property; Liens. Each Loan Party and each of its Restricted
Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all
Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have
such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 SECTION
5.09. Environmental Compliance. 
 (a) There are no claims, actions, suits, or proceedings alleging
potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (b) Except as specifically disclosed in Schedule 5.09 or except as could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS
or any analogous foreign, state or local list or is adjacent to any such property; 
  

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 (ii) there are no and never have been any underground or aboveground
storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its
Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party
or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous
Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. 
 (c) The properties owned, leased or operated by the Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation
of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. 
 (d) Except as specifically disclosed in Schedule 5.09, neither the Borrower nor
any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release,
discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or
remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries
have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. 
 (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any
liability or obligation under or relating to any Environmental Law. 
 SECTION 5.10. Taxes. Except as set forth in
Schedule 5.10 and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries have filed all Federal and state income tax returns and all other
material tax returns and reports required to be filed, and have paid all material Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and
payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in
accordance with GAAP. 
  

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 SECTION 5.11. ERISA Compliance. 
 (a) Except as set forth in Schedule 5.11 or as could not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws. 
 (b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made
or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this
Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 
 SECTION 5.12. Subsidiaries; Equity Interests; Borrower Information. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12(a) and all
of the outstanding Equity Interests in material wholly owned Restricted Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by a Loan Party are owned free and clear of all Liens except any Lien that
is permitted under Section 7.01. As of the Closing Date, Schedule 5.12(a) (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of the Borrower and any other Subsidiary in each
Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement. Schedule 5.12(b)
sets forth as of the Closing Date the name, address of principal place of business and tax identification number of the Borrower. 
 SECTION 5.13. Margin Regulations; Investment Company Act. 
 (a) Neither the making of any Loan
hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, U or X of the FRB. 
 (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 
 SECTION 5.14. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any
Loan Party to any Arranger, any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so
furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading;
provided that, with 
  

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 respect to projected financial information and pro forma financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material. 

SECTION 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and their Restricted Subsidiaries own, license or
possess the right to use, all of the United States and foreign trademarks, service marks, logos, trade names, domain names, copyrights, patents, patent rights, licenses, trade secrets, proprietary information, technology, software, know-how database
rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of
any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No IP Rights, advertising, product, process, method, substance, part or other material used
by any Loan Party or any Subsidiary in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person and no Person infringes upon any rights of any Loan Party or any Subsidiary except for such
infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of the Borrower, threatened against any
Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.16. Solvency. On the Closing Date after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent. 
 SECTION 5.17. Labor Matters. There are no strikes or other labor disputes against the Borrower or any of its Subsidiaries pending or,
to the knowledge of the Borrower, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Borrower and its Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any of its
Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the Borrower
or the relevant Subsidiary. There will be no change in a classification of employees or agents of the Borrower and any of its Subsidiaries that could trigger a requirement on the part of the Borrower or the relevant subsidiary to assume additional
obligations or liabilities with respect to wages and benefits of such employees or agents, that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.18. Subordination of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,”
“Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, the Senior Notes Indenture and any Junior Financing Documentation. 
  

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 ARTICLE VI 
 AFFIRMATIVE COVENANTS  
 So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the
covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to: 
 SECTION 6.01. Financial
Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender: 
 (a) as
soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower beginning with the 2006 fiscal year, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail
and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; 
 (b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three
(3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such
fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial
condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; 
 (c) as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of the
Borrower (or, solely with respect to the first fiscal year immediately following the Closing Date, one hundred twenty (120) days), a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of
the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the
“Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible
Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; and 
 (d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating 
  

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 financial statements reflecting the adjustments necessary to eliminate the accounts of
Unrestricted Subsidiaries (if any) from such consolidated financial statements. 
 Notwithstanding the foregoing, the obligations in paragraphs
(a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect
parent thereof) or (B) the Borrower’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and
(B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or
such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under
Section 6.01(a), such materials are accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared
in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit. 
 SECTION 6.02. Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

 (a) no later than five (5) Business Days after the delivery of the financial statements referred to in
Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under
Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event; 
 (b) no later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such
Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to
Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the
rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document until the Cure Amount has been received (unless the Loans and other obligations under the Loan Documents have been declared due and payable
pursuant to Section 8.02(b)); 
 (c) promptly after the same are publicly available, copies of all annual,
regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such
registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative
Agent pursuant hereto; 
  

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 (d) promptly after the furnishing thereof, copies of any material requests
or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan Party or of any of its Restricted Subsidiaries pursuant
to the terms of any New Notes Documentation or Junior Financing Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

 (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), (i) a
report setting forth the information required by Section 3.03(c) of the Security Agreement (or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of
each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) an updated list of each Subsidiary that identifies each Subsidiary
as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (or confirming that there has been no change in such information since the Closing Date or the date of the last such update); and 
 (f) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or
any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. 
 Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the
Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver
paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by
facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything
contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing
posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. For purposes of this Section 6.02, paper copies shall include copies delivered by facsimile
transmission or electronically (such as “tif”, “pdf” and similar file formats delivered by email). 
 SECTION 6.03. Notices. Promptly after obtaining knowledge thereof, notify the Administrative Agent (for prompt notification to each Lender): 
 (a) of the occurrence of any Default; and 
  

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 (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute,
litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any
Subsidiary, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or
Environmental Permit, or (iv) the occurrence of any ERISA Event. 
 Each notice pursuant to this Section shall be accompanied by a written
statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what
action the Borrower has taken and proposes to take with respect thereto. 
 SECTION 6.04. Payment of Obligations. Pay,
discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its
property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect. 
 SECTION 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a
transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its
business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05. 
 SECTION 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse
Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation
excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice. 
 SECTION 6.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to
its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for
similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted Subsidiaries or otherwise consistent with past practices) as are customarily carried under similar circumstances by such other Persons.

 SECTION 6.08. Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders,
writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 
  

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 SECTION 6.09. Books and Records. Maintain proper books of record and account, in
which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Borrower or such
Subsidiary, as the case may be. 
 SECTION 6.10. Inspection Rights. Permit representatives and independent contractors of
the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with
its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the
Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under
this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the
Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public
accountants. 
 SECTION 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take
all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: 
 (a) Upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each
case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other
than an Excluded Subsidiary): 
 (i) within ninety (90) days after such formation, acquisition or
designation: 
 (A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under
the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent; 
 (B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral
and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages,
the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent 
  

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 (consistent with the Mortgages, Security Agreement, Intellectual Property Security
Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness
evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated
based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the
Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the
Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement; 
 (C)
(x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that
are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such
Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required
to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be
pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic
Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent; 
 (D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing
of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the
Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by
general principles of equity; 
  

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 (ii) within thirty (30) days after the request therefor by the
Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such
matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and 
 (iii)
as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title
reports, surveys or environmental assessment reports; 
 provided, however, that the Borrower may elect, in its
sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a). 
 (b) The Borrower shall: 
 (i) obtain the security interests and
Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and 
 (ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party
or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice
thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as
shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property. 
 (c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior
to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree. 
 SECTION
6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable
actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties;
and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of
its properties, in accordance with the requirements of all Environmental Laws. 
  

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 SECTION 6.13. Further Assurances and Post-Closing Conditions. 
 (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be
discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents
(subject to the limitations set forth therein and in the definition of Collateral and Guarantee Requirement). 
 (b) In the case of any Material Real Property referred to in Section 6.11(b), provide the Administrative Agent with Mortgages with respect to such Material Real Property within ninety (90) days, or such longer period as the
Administrative Agent may agree, of the acquisition of such real property together with: 
 (i) evidence that
counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order
to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise
provided for in a manner reasonably satisfactory to the Administrative Agent (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to
the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value); 
 (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or
other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties
covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and
encumbrances except for minor defects in title that do not materially interfere with the Loan Party’s ability to conduct business and subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including
endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request; 
 (iii) opinions of local counsel for the Loan Parties in states in which the such Material Real Property is located, with
respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and 
  

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 (iv) such other evidence that all other actions that the Administrative
Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken. 
 SECTION 6.14. Senior Debt. The Borrower shall maintain the Obligations as “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured
Financing” (or any comparable term) under, and as defined in, the Senior Notes Indenture and any Junior Financing Documentation. 
 SECTION 6.15. Designation of Subsidiaries. The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary;
provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in
compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in
reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the New Notes or any Junior Financing, as
applicable, and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an
Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall
constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time to the extent surviving such designation. 
 ARTICLE VII 
 NEGATIVE COVENANTS  
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly: 
 SECTION 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: 

(a) Liens pursuant to any Loan Document; 
 (b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals,
refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed or
refinanced by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting
Indebtedness, is permitted by Section 7.03; 
  

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 (c) Liens for taxes, assessments or governmental charges which are not
overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP, or for property taxes on property that the Borrower or one if its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment or other charge is to such property; 
 (d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or
other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce
such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 
 (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of
credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary; 
 (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness
for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of
business; 
 (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar
encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; 
 (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

 (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens
attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time
encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to
or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of assets provided by one lender may be cross collateralized to other financings of
assets provided by such lender (or its affiliates); 
  

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 (j) leases, licenses, subleases or sublicenses granted to others in the
ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any Restricted Subsidiary or (ii) secure any Indebtedness; 
 (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business; 
 (l) Liens (i) of a
collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of
business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 
 (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant
to Sections 7.02(g), (i), (n), (o) and (v) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each
case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; 
 (n) Liens on (i) property of any Foreign Subsidiary that is not a Loan Party, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03 and
(ii) property of any Restricted Subsidiary in favor of any Loan Party; 
 (o) Liens existing on property at
the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the date hereof
(other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary (other than any Person that is a Subsidiary at the time of such acquisition of another Person that becomes a Restricted Subsidiary)); provided that
(i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and
other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time (or incurred pursuant to a commitment entered into prior to such time) and which require, pursuant to their terms at such
time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured
thereby is permitted under Section 7.03(e), (g), (h), or (k); 
 (p) any interest or title of a lessor under
leases entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; 
 (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this
Agreement; 
  

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 (r) Liens deemed to exist in connection with Investments in repurchase
agreements under Section 7.02; 
 (s) Liens encumbering reasonable customary initial deposits and margin
deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 
 (t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks
not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course
of business of the Borrower and the Restricted Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business and
(iv) otherwise to secure Cash Management Obligations in the ordinary course of business; 
 (u) Liens solely
on any cash earnest money deposits to secure the obligations of the Borrower or any of the Restricted Subsidiaries under any letter of intent or purchase agreement permitted hereunder; 
 (v) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition
to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition, (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted
Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g), and (iii) Liens securing Indebtedness permitted under Section 7.03(s) on the property and assets of the Person or Persons (and its or their
Equity Interests) acquired with the proceeds of such Indebtedness; 
 (w) ground leases in respect of real
property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; 
 (x) Liens
on the assets of Receivables Subsidiaries in respect of the Receivables Facilities; 
 (y) Liens
(i) incurred by a Receivables Management Subsidiary on Receivables Management Assets securing a Receivables Management Financing permitted under Section 7.03, (ii) on the Equity Interests of any Excluded Receivables Management
Subsidiary and its property and assets securing a Receivables Management Financing and (iii) on Receivables Management Assets in connection with any Disposition of Receivables Management Assets by a Receivables Management Subsidiary; and

 (z) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $75,000,000.

 SECTION 7.02. Investments. Make or hold any Investments, except: 
 (a) Investments by the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was
made; 
  

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 (b) loans or advances to officers, directors and employees of the Borrower
and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the
Borrower and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $5,000,000 (net of Returns); 
 (c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (excluding any new Restricted
Subsidiary which becomes a Loan Party other than as the result of the formation of a new Subsidiary), (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party and
(iii) by the Borrower or any Restricted Subsidiary (A) in any Foreign Subsidiary; provided that such Investment shall not exceed the Foreign Subsidiary Available Investment Basket, (B) in any Foreign Subsidiary consisting of
the contribution of Equity Interests of any other Foreign Subsidiary held directly by the Borrower or such Restricted Subsidiary and if the Foreign Subsidiary to which such contribution is made is not a Wholly Owned Subsidiary, such contribution
shall be in exchange for Indebtedness, Equity Interests (including increases in capital accounts) or a combination thereof of the Foreign Subsidiary to which such contribution is made, (C) in any Foreign Subsidiary, constituting an exchange of
Equity Interests of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary and (D) constituting Guarantees of Indebtedness or other monetary obligations of Foreign Subsidiaries owing to any Loan Party (for the avoidance of doubt,
it being understood that Investments made pursuant to clause (ii) shall not be deemed to be a utilization of, or an Investment made pursuant to, clause (iii)); 
 (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the
grant of trade credit in the ordinary course of business, advances to customers in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits
to suppliers in the ordinary course of business; 
 (e) Investments consisting of transactions permitted under
Sections 7.01, 7.03, 7.04, 7.05, 7.06 and 7.13, respectively; 
 (f) Investments (i) existing or
contemplated on the date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) Investments existing on the date hereof by the Borrower or any Restricted Subsidiary
in the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that, in the case of clauses (i) and (ii), the amount of the original Investment is not increased except by the terms of such
Investment or as otherwise permitted by this Section 7.02; 
 (g) Investments in Swap Contracts permitted
under Section 7.03; 
 (h) (i) promissory notes and other noncash consideration received in connection
with Dispositions permitted by Section 7.05 and (ii) Investments received from (A) contributions to the Borrower and (B) distributions to the Borrower and its Restricted Subsidiaries from Persons that are not Restricted
Subsidiaries; 
 (i) the purchase or other acquisition of property and assets or businesses of any Person or of
assets constituting a business unit, a line of business or division of such 
  

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 Person, or Equity Interests in a Person that, upon the consummation thereof, will be a
wholly owned Restricted Subsidiary of the Borrower (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted
Basket Acquisition”): 
 (A) subject to clause (B) below, the property, assets and businesses
acquired in such purchase or other acquisition shall constitute Collateral to the extent required by the Collateral and Guarantee Requirement and, to the extent required by the Collateral and Guarantee Requirement, each applicable Loan Party, any
new Subsidiaries created to affect such acquisition and the acquired Person (including any Subsidiaries of such acquired Person (other than Excluded Subsidiaries)) shall be a Guarantor and shall have complied with the requirements of
Section 6.11, within the times specified therein; 
 (B) to the extent any consideration is paid directly or
indirectly by any Loan Party (other than a Foreign Subsidiary) to acquire any Person that becomes a Foreign Subsidiary or assets that will be owned immediately following such acquisition by a Foreign Subsidiary, such consideration shall not exceed
the Foreign Subsidiary Available Investment Basket; 
 (C) the acquired property, assets, business or Person is
in a line of business permitted under Section 7.07 (other than non-core assets acquired in connection therewith in contemplation of the Disposition thereof in accordance with Section 7.05(n)); 
 (D) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no
Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in
Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other
acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and 

(E) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, a certificate of a
Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of
such purchase or other acquisition; 
 (j) the Transaction; 
 (k) Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit under
Article 3 of the Uniform Commercial Code and (ii) customary trade arrangements under Article 4 of the Uniform Commercial Code with customers consistent with past practices; 
  

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 (l) Investments (including debt obligations and Equity Interests) received
in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with
respect to any secured Investment or other transfer of title with respect to any secured Investment; 
 (m) loans
and advances to any direct or indirect parent of the Borrower in lieu of, and not to exceed, at any time then outstanding, the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted
Payments to the extent permitted to be made to such parent in accordance with Section 7.06(g); 
 (n) so
long as immediately after giving effect to any such Investment, no Default has occurred and is continuing and the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, Investments
that do not exceed $150,000,000 (such amount to be increased to $225,000,000 if the Total Leverage Ratio as of the last day of any Test Period is less than 4.0 to 1.0); 
 (o) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing and the
Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, Investments that do not exceed the Cumulative Growth Amount; 
 (p) advances of payroll payments to employees of the Borrower or any Restricted Subsidiary in the ordinary course of
business; 
 (q) Investments to the extent that payment for such Investments is made solely with capital stock of
the Borrower; 
 (r) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation
merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition,
merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; 
 (s)
Guarantees by the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations of the Borrower or any Restricted Subsidiary that do not constitute Indebtedness, in each case entered into in the ordinary
course of business; 
 (t) Investments in respect of the Receivables Facilities (excluding sales of receivables)
in accordance with the terms thereof not to exceed $50,000,000 (net of Returns); 
 (u) Investments by
(i) Receivables Management Subsidiaries in Receivables Management Assets, (ii) Receivables Management Subsidiaries that are not Loan Parties in any Receivables Management Subsidiaries, (iii) the Borrower or any Restricted Subsidiary
that is a Loan Party in any Receivables Management Subsidiary that is not a Loan Party in an amount not to exceed the greater of (A) $150,000,000 and (B) 5.0% of 
  


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 the consolidated total assets of the Borrower, in each case, net of all Returns, and
(iv) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of account debtors and obligors or in settlement of delinquent obligations of, or other disputes with, account
debtors and obligors arising in the ordinary course of business or upon the foreclosure with respect to any Receivables Management Assets or other Disposition of Receivables Management Assets; and 
 (v) Investments (together with the aggregate amount of Restricted Payments made pursuant to Section 7.06(i)) that do not
exceed an amount equal to any reduction in taxes actually realized by the Borrower and the Restricted Subsidiaries in connection with, or otherwise resulting from, the Transaction in the form of refunds, credits or deductions as a direct result of
transaction fees and expenses, commitment and other financing fees and severance, change in control and other compensation expense incurred in connection with the exercise, repurchase, rollover or payout of stock options or bonuses; 
 provided that no Investment shall be made in an Unrestricted Subsidiary except pursuant to Sections 7.02(n), 7.02(o) and 7.02(v), and no Investment
in an Unrestricted Subsidiary that would otherwise be permitted under Sections 7.02(n), 7.02(o) and 7.02(v) shall be permitted hereunder to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases,
defeasances and other payments in respect of Junior Financings that would otherwise not be permitted hereunder; provided, further, that no Investment shall be made in a Receivables Management Subsidiary except pursuant to
Sections 7.02(c)(i), 7.02(c)(ii) (but only to the extent by a Receivables Management Subsidiary in any other Receivables Management Subsidiary), 7.02(c)(iii), 7.02(n), 7.02(o) or 7.02(u)(iii). 
 SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 
 (a) Indebtedness of the Borrower and any of its Subsidiaries under the Loan Documents; 
 (b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing
thereof and (ii) intercompany Indebtedness outstanding on the date hereof; 
 (c) Guarantees by the Borrower
and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any New Notes or Junior Financing shall
be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such
Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; 
 (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any other Restricted Subsidiary to the
extent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the
Security Agreement; 
  

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 (e) (i) Attributable Indebtedness and other Indebtedness (including
Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the
applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness
set forth in the immediately preceding clauses (i) and (ii); 
 (f) Indebtedness in respect of Swap
Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; 
 (g) Indebtedness of Foreign Subsidiaries (i) assumed in connection with any Permitted Acquisition or (ii) incurred
to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and so long as both immediately prior and after giving effect
thereto, (A) no Default shall exist or result therefrom, (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, and (C) the aggregate principal amount of
such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed $100,000,000; 
 (h) Indebtedness of the Borrower and the Restricted Subsidiaries (A) assumed in connection with any Permitted
Acquisition or (B) incurred to finance a Permitted Acquisition, including the refinancing of any Indebtedness (other than Indebtedness incurred in contemplation of such Permitted Acquisition) of the Persons or on the assets acquired thereby and
payment of related fees and expenses (and any excess amount not in excess of 10% of the Net Cash Proceeds thereof may be used to prepay Term Loans pursuant to Section 2.05(a)), and any Permitted Refinancing of the foregoing; provided, in
each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured (except to the extent permitted by Section 7.01(o) and 7.01(z)), (w) both immediately prior and after giving
effect thereto, (1) no Default shall exist or result therefrom and (2) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not
require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the
requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Borrower as the terms and conditions
of the New Notes as of the Closing Date; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed
description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be
conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable
description of the basis upon which it disagrees); and (z) with respect to such Indebtedness described in the 
  

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 immediately preceding clause (B), is incurred by the Borrower or a Guarantor;
provided, that the foregoing clauses (x) and (y) shall not apply with respect to assumed Indebtedness so long as such Indebtedness was not incurred in contemplation of a Permitted Acquisition; 
 (i) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in
the ordinary course of business; 
 (j) Indebtedness consisting of promissory notes issued by any Loan Party to
current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 7.06; 
 (k) Indebtedness incurred by the Borrower or the Restricted Subsidiaries in a Permitted Acquisition, any other Investment
expressly permitted hereunder or any Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments; 
 (l) Indebtedness consisting of obligations of the Borrower or the Restricted Subsidiaries under deferred compensation or
other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; 
 (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar
arrangements in each case in connection with deposit accounts; 
 (n) Indebtedness in an aggregate principal
amount not to exceed $275,000,000 at any time outstanding (less the aggregate principal amount of Indebtedness outstanding at any time under Section 7.03(s)); provided that a maximum of $125,000,000 of aggregate principal amount of such
Indebtedness (less the aggregate principal amount of Indebtedness of Foreign Subsidiaries that are not Guarantors outstanding at any time under Section 7.03(g)) may be incurred on a secured basis by Foreign Subsidiaries that are not Guarantors;

 (o) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay
obligations contained in supply arrangements, in each case, in the ordinary course of business; 
 (p)
Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect
of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;
provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; 
 (q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries or
obligations in respect of letters of 
  

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 credit, bank guarantees or similar instruments related thereto, in each case in the ordinary
course of business or consistent with past practice; 
 (r) unsecured Indebtedness of the Borrower
(“Borrower Permitted Debt” and collectively with any Holdings Permitted Debt (as defined in Section 7.16), “Permitted Debt”) (i) that is not subject to any Guarantee by any Restricted Subsidiary unless
such Restricted Subsidiary is a Guarantor or shall also Guarantee the Obligations substantially on the terms set forth in the Guaranty, (ii) that will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the
Term Loans, (iii) that has no scheduled amortization or payments of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause
(iv) hereof), and (iv) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior notes or senior subordinated notes (as applicable in the context of the ranking of such
Indebtedness) of an issuer that is a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Senior Notes Indenture or the Senior
Subordinated Notes Indenture (as applicable in the context of the ranking of such Indebtedness) as of the Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions) and in the Loan Documents at
such time; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material
terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such
terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which
it disagrees); provided, further, that (A) both before and after giving effect to the issuance or incurrence thereof, no Default shall have occurred and be continuing, (B) the Borrower and the Restricted Subsidiaries will be in Pro
Forma Compliance with the covenants set forth in Section 7.11, (C) in the case of subordinated Indebtedness (“Borrower Permitted Subordinated Debt”), such Indebtedness (and any Guarantee thereof by a Restricted Subsidiary)
is subordinated to the Facility on terms reasonably satisfactory to the Administrative Agent (it being understood that subordination terms substantially similar to those set forth in the Senior Subordinated Notes Indenture as of the Closing Date are
deemed to be satisfactory) and (D) in the case of senior Indebtedness, after giving Pro Forma Effect to such Indebtedness and all related transactions, the Senior Secured Leverage Ratio is not greater than 3.0 to 1.0; 
 (s) Indebtedness of a Restricted Subsidiary (or the Persons so acquired) incurred or issued to finance or assumed in
connection with any Permitted Acquisition not to exceed at any one time outstanding $100,000,000, so long as (i) both before and after giving effect to the issuance or incurrence thereof, no Default shall have occurred and be continuing,
(ii) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (iii) after giving Pro Forma Effect to such Indebtedness and all related transactions, the Total Leverage
Ratio is not greater than 4.5 to 1.0 and (iv) any liens securing such Indebtedness are limited to Liens permitted by Section 7.01(v) and Section 7.01(z) (limited in such case to Liens on the property of such Restricted Subsidiary
only); 
  

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 (t) Indebtedness (i) under any Receivables Management Financing;
provided, however that (x) the amount of such Indebtedness is not more than 90% of the purchase price of the Receivables Management Assets purchased with the proceeds of such Indebtedness and (y) after giving effect to the
incurrence thereof, the Receivables Management Leverage Ratio shall not exceed 3.0:1, (ii) of any Receivables Management Subsidiary in an aggregate amount not to exceed $150,000,000 at any time outstanding, and (iii) of any Receivables
Management Subsidiary arising as a result of any Investment in, or Disposition of, Receivables Management Assets; 
 (u) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; 
 (v) Indebtedness in respect of the New Notes and any Permitted Refinancing thereof; 
 (w) Indebtedness in respect of the Receivables Facilities and any Permitted Refinancing thereof; and 
 (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above.

 SECTION 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: 
 (a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize
the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or surviving Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state
thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that (A) when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the
continuing or surviving Person and (B) no Domestic Subsidiary may merge with and into a Foreign Subsidiary; 
 (b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or change its legal form if the Borrower
determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders; 
 (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor (and, if the transferor is a Domestic
Subsidiary, the transferee must also be a Domestic Subsidiary) or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in
accordance with Sections 7.02 and 7.03, respectively; 
  

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 (d) so long as no Default exists or would result therefrom, the Borrower may
merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the
“Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor
Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative
Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement,
(D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this
Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply
to the Successor Borrower’s obligations under this Agreement, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and
such supplement to this Agreement or any Collateral Document comply with this Agreement (and, with respect to such opinion of counsel, otherwise substantially consistent, to the extent reasonably appropriate and applicable, with the opinions
delivered with respect to the Borrower on the Closing Date, including as to the enforceability of the applicable Loan Documents against the Successor Borrower, and with such customary and other assumptions and qualifications as may be appropriate);
provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement; 
 (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in
order to effect an Investment permitted pursuant to Section 7.02; provided that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied
with the requirements of Section 6.11, (ii) when any Restricted Subsidiary that is a Loan Party is merging with any other Person, a Loan Party shall be the continuing or surviving Person and (iii) no Domestic Subsidiary may merge with
and into any other Person that is not organized under the Laws of the United States, any state thereof or the District of Columbia except to the extent such merger is an Investment permitted under Section 7.02; 
 (f) the Borrower and the Restricted Subsidiaries may consummate the Merger; and 
 (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition,
the purpose of which is to effect a Disposition permitted pursuant to Section 7.05. 
 SECTION 7.05. Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except: 
  

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 (a) Dispositions of obsolete or worn out property and assets, whether now
owned or hereafter acquired, in the ordinary course of business, and Dispositions of property or assets no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries; 
 (b) Dispositions of inventory and immaterial assets in the ordinary course of business; 
 (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of
similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; 
 (d) Dispositions of property (i) to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor or the Borrower, the transferee thereof must either be
the Borrower or a Guarantor, or (ii) to the extent such transaction constitutes an Investment permitted under Section 7.02; 
 (e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01 and Dispositions of Equity Interests of Unrestricted Subsidiaries; 
 (f) Dispositions of property (other than IP Collateral) pursuant to sale-leaseback transactions; provided that (i) with
respect to such property owned by the Borrower and its Restricted Subsidiaries on the Closing Date, the fair market value of all property so Disposed of after the Closing Date shall not exceed $100,000,000 and (ii) with respect to such property
acquired by the Borrower or any Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property,
provided, that with respect to any property acquired by the Borrower in connection with a Permitted Acquisition, such two hundred and seventy (270) day shall apply such from the date such Permitted Acquisition is consummated; 

(g) Dispositions of (i) Cash Equivalents and Dispositions of property and assets received as non-cash consideration
for any Disposition and (ii) property and assets contributed to the Borrower by any Person other than a Subsidiary; 
 (h) Dispositions of accounts receivable (i) in connection with the collection or compromise thereof or (ii) in connection with the Receivables Facilities; 
 (i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each
case in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries; 
 (j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; 
 (k) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such
Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and the Net Cash Proceeds 
  

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 of such Disposition are applied or reinvested in accordance with Section 2.05(b)(ii),
(ii) the aggregate book value of all property Disposed of in reliance on this clause (k) (other than any property disposed of in a Disposition or series of related Dispositions involving an aggregate fair market value less than $5,000,000)
shall not exceed the greater of (A) 15% of the consolidated total assets of the Borrower at the time of such Disposition or (B) $325,000,000 and (iii) with respect to any Disposition pursuant to this clause (k) for a purchase
price in excess of $5,000,000, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than
nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(r) and clauses (i) and (ii) of Section 7.01(t)); provided, however, that for the purposes of this clause (iii), (A) any
liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms
subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all
applicable creditors in writing and (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received)
within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value,
taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at the time outstanding, not in excess of 2.5% of the consolidated total assets of the Borrower at the time of the receipt of such
Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash; 
 (l) Dispositions listed on Schedule 7.05(l); 
 (m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell
arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 
 (n) Dispositions of non-core assets (as determined in good faith by the Borrower) acquired in connection with any Permitted Acquisition in an aggregate amount not to exceed $50,000,000 per calendar year,
with unused amounts in any calendar year being carried over to the next succeeding calendar year subject to a maximum of $100,000,000 in any calendar year; and 
 (o) Dispositions of (i) Receivables Management Assets and (ii) Investments (including debt obligations and Equity
Interests) received in connection with the bankruptcy or reorganization of account debtors and obligors or in settlement of delinquent obligations of, or other disputes with, account debtors and obligors arising in the ordinary course of business or
upon the foreclosure with respect to any Receivables Management Assets or other Dispositions of any Receivables Management Assets; 
 provided
that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(a), (e), (g)(ii), (h)(ii) and (j) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than
the fair market value of such property at the time of 
  

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 such Disposition (as determined in good faith by the Borrower). To the extent any Collateral is Disposed of
as expressly permitted by this Section 7.05 to any Person other than the Borrower or any Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to
take any actions deemed appropriate in order to effect the foregoing. 
 SECTION 7.06. Restricted Payments. Declare or
make, directly or indirectly, any Restricted Payment, except: 
 (a) (i) each Restricted Subsidiary may make
Restricted Payments to the Borrower and to other Restricted Subsidiaries and (ii) each non-wholly owned Restricted Subsidiary may make Restricted Payments to the Borrower and any other Restricted Subsidiary and to each other owner of Equity
Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; 
 (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise
permitted by Section 7.03) of such Person; 
 (c) Restricted Payments in connection with the Transaction
(including any amounts to be paid under, or contemplated by, the Transaction Agreement) and the fees and expenses related thereto owed to Affiliates, including any payment to holders of Equity Interests of the Borrower (immediately prior to giving
effect to the Transactions) in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto; 
 (d) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and
consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f); 
 (e) repurchases of Equity Interests in the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise
price of such options or warrants; 
 (f) the Borrower and its Restricted Subsidiaries may make Restricted
Payments to Holdings, and Holdings may make a corresponding Restricted Payment to any direct or indirect parent thereof: 
 (i) the proceeds of which will be used to pay the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings
(or any direct or indirect parent thereof) attributable to Holdings, the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately; 
 (ii) the proceeds of which shall be used by Holdings (or any direct or indirect parent thereof) to pay operating expenses
incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary
course of business, in an aggregate amount not to exceed $3,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or 
  

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 officers of Holdings (or any direct or indirect parent thereof) attributable to the
ownership or operations of the Borrower and its Subsidiaries; 
 (iii) the proceeds of which shall be used by
Holdings (or any direct or indirect parent thereof) to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; 
 (iv) if a Holdings Election Event shall occur, to finance any Investment permitted to be made pursuant to Section 7.02;
provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether
assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in
order to consummate such Permitted Acquisition, and in each case, the Borrower shall cause the requirements of Section 6.11 to be complied with, within the time periods specified therein (to the extent required by the Collateral and Guarantee
Requirement); and 
 (v) if a Holdings Election Event shall occur, the proceeds of which shall be used by
Holdings (or any direct or indirect parent thereof) to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering
permitted by this Agreement; 
 (g) the Borrower may pay for the repurchase, retirement or other acquisition or
retirement for value of Equity Interests of the Borrower by any future, present or former employee or director of the Borrower or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any
other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of the Borrower or any of its Subsidiaries; provided, however, that the aggregate amount of
payments made pursuant to this clause (f) does not exceed in any fiscal year of the Borrower $15,000,000 (which shall increase to $20,000,000 subsequent to the consummation of a Qualifying IPO, with unused amounts in any calendar year being
carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $30,000,000 in any calendar year (which shall increase to $40,000,000 subsequent to the consummation of a Qualifying IPO); 

(h) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make
additional Restricted Payments in an aggregate amount, together with the aggregate amount of (i) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 7.13(a)(iv) and
(ii) loans and advances made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (h), not to exceed the sum of (A) $75,000,000 (such amount to be increased to $100,000,000 upon the Total Leverage Ratio
as of the last day of any Test Period being less than 5.0 to 1.0) and (B) the Cumulative Growth Amount; 
  

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 (i) so long as no Default shall have occurred and be continuing or would
result therefrom, the Borrower may make additional Restricted Payments in an amount (together with the aggregate amount of Investments made pursuant to Section 7.02(v)) not to exceed any reduction in taxes realized by the Borrower and the
Restricted Subsidiaries in the form of refunds or deductions realized in connection with the Transactions; 
 (j)
so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments with the proceeds of the issuance of Qualified Equity Interests of the Borrower; 
 (k) if the Borrower shall become the Subsidiary of Holdings, so long as no Default shall have occurred and be continuing or
would result therefrom, dividends and distributions which will be used to fund the payment of interest and fees on Indebtedness of Holdings permitted by Section 7.16; provided, that the Borrower shall have elected to include such amounts
in its Consolidated Interest Expense by delivering an irrevocable written notice to the Administrative Agent stating that the Borrower will make such dividends and distributions (the “Restricted Payments Interest Expense Election”)
in respect of the Indebtedness specified in such notice only so long as no Default shall have occurred and be continuing or would result therefrom; and 
 (l) the declaration and payment of dividends and distributions on the Equity Interests of any Receivables Management Subsidiary to holders of minority interests substantially consistent with past practice
to the extent such holder (or its affiliates) participates in the Receivables Management Business (including as a lender or financier under any financing provided to a Receivables Management Subsidiary). 
 SECTION 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of
business conducted by the Borrower and the Restricted Subsidiaries on the date hereof or any business reasonably related or ancillary thereto. 
 SECTION 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than
(a) transactions among Loan Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to the Borrower or such Restricted Subsidiary as
would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) consummation of the Transaction including the payment of fees and expenses
related to the Transaction, (d) the issuance of Equity Interests to the management of the Borrower or any of its Subsidiaries in connection with the Transaction, (e) the payment of management, consulting, monitoring, transaction and
advisory fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the
amount set forth in the Sponsor Management Agreement (and any amendment thereto so long as pursuant to such amendment the management, consulting, advisory and similar fees do not exceed 1.0% of Pro Forma EBITDA per annum (with accrual for, and
carryover of, any unpaid amounts) or 1.0% of any transaction and termination fees in respect of the foregoing) and related indemnities, reimbursements and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions
or retirements of Equity Interests by the Borrower permitted under Section 7.06, (g) loans and other transactions by the Borrower and the Restricted Subsidiaries to the extent permitted under Article VII, (h) employment and
severance 
  

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 arrangements between the Borrower and the Restricted Subsidiaries and their respective officers and
employees in the ordinary course of business, (i) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of the Borrower and the Restricted Subsidiaries in
the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (j) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on
Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) dividends, redemptions and repurchases permitted under Section 7.06, (l) transactions entered into
in the ordinary course of business in connection with the Disposition or acquisition of Receivables Management Assets or related assets in connection with the Receivables Management Business, including, without limitation, all servicing, collection
and financing arrangements with respect thereto, (m) payments by the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements with Holdings (or any direct or indirect parent thereof), on customary terms to the extent
attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (n) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary
course of business and otherwise in compliance with the terms of the New Notes Documentation which are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or the senior
management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party, and (o) customary payments by the Borrower and any Restricted Subsidiaries to the Sponsors made for any
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the
board of directors or a majority of the disinterested members of the board of directors of the Borrower, in good faith. 
 SECTION 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that
is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to
the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the date hereof and (to the extent not
otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any
agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at
the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower;
provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.15, (iii) represent Indebtedness of a Restricted
Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03 so long as the limitations described in clauses (a) and (b) apply solely to such Restricted Subsidiary and its Subsidiaries and the direct parent
of such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 7.05 so long as such restrictions relate to the assets subject thereto, (v) are customary provisions in joint venture agreements and
other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions 
  

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 on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent
any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or
asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to
Section 7.03(e) or 7.03(g) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries
incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions
restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business. Clause
(b) of this Section 7.09 shall not apply to restrictions or conditions imposed by any agreement relating to the Receivables Facilities permitted by this Agreement if such restrictions or conditions apply only to the assets that are the
subject of the applicable Receivables Facility, and neither clauses (a) or (b) of this Section 7.09 shall apply to restrictions or conditions imposed on any Receivables Management Subsidiary in connection with any Receivables
Management Financing or any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management
Financing. 
 SECTION 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in
a manner inconsistent with the uses set forth in the preliminary statements to this Agreement (with proceeds of Incremental Term Loans to be used for any such purposes and otherwise as permitted under this Agreement). 
 SECTION 7.11. Financial Covenants. (a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any
Test Period (beginning with the Test Period ending on June 30, 2007) to be greater than the ratio set forth below opposite the last day of such Test Period: 
  

									
	 Fiscal Year
	  	Q1	  	Q2	  	Q3	  	Q4
	 2007
	  	—  	  	7.75:1	  	7.75:1	  	7.75:1
	 2008
	  	7.50:1	  	7.50:1	  	7.25:1	  	7.00:1
	 2009
	  	7.00:1	  	6.75:1	  	6.50:1	  	6.25:1
	 2010
	  	6.25:1	  	6.00:1	  	5.75:1	  	5.50:1
	 2011
	  	5.50:1	  	5.25:1	  	5.00:1	  	4.75:1
	 2012
	  	4.75:1	  	4.50:1	  	4.25:1	  	4.00:1
	 2013
	  	4.00:1	  	3.75:1	  	3.75:1	  	3.75:1

 (b) Interest Coverage Ratio. Permit the Interest Coverage Ratio for any Test
Period (beginning with the Test Period ending on June 30, 2007) to be less than the ratio set forth below opposite the last day of such Test Period: 
  

									
	 Fiscal Year
	  	Q1	  	Q2	  	Q3	  	Q4
	 2007
	  	—  	  	1.25:1	  	1.25:1	  	1.25:1
	 2008
	  	1.25:1	  	1.25:1	  	1.50:1	  	1.50:1
	 2009
	  	1.50:1	  	1.50:1	  	1.75:1	  	1.75:1
	 2010
	  	1.75:1	  	1.75:1	  	2.00:1	  	2.00:1
	 2011
	  	2.00:1	  	2.00:1	  	2.25:1	  	2.25:1

  

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	 Fiscal Year
	  	Q1	  	Q2	  	Q3	  	Q4
	 2012
	  	2.25:1	  	2.25:1	  	2.50:1	  	2.50:1
	 2013
	  	2.50:1	  	2.50:1	  	2.50:1	  	2.50:1

 SECTION 7.12. Accounting Changes. Make any change in fiscal year; provided,
however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will,
and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year. 
 SECTION 7.13. Prepayments, Etc. of Indebtedness. 
 (a)
Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Notes, any subordinated
Indebtedness incurred under Section 7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in
violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if
applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified
Equity Interests) of the Borrower or Holdings (or any direct or indirect parent thereof), (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by
the Collateral Documents, and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of
(1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances made pursuant to Section 7.02(m) then outstanding, not to exceed the sum of (A) $50,000,000 (such amount to be increased to $65,000,000 if
the Total Leverage Ratio as of the last day of any Test Period is less than 4.5 to 1.0) plus (B) the Cumulative Growth Amount. 
 (b) Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Arrangers. 

SECTION 7.14. Equity Interests of the Borrower and Restricted Subsidiaries. Permit any wholly owned Domestic Subsidiary that is a
Restricted Subsidiary to become a non-wholly owned Subsidiary, except (i) as a result of or in connection with a dissolution, merger, consolidation or Disposition of a Restricted Subsidiary permitted by Section 7.04, 7.05 or an Investment
in any Person permitted under Section 7.02 or (ii) so long as such Restricted Subsidiary continues to be a Guarantor in accordance with the Collateral and Guarantee Requirement. 
 SECTION 7.15. Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the
aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: 
  

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	 Fiscal Year
	  	Amount
	 2007
	  	$	125,000,000
	 2008
	  	$	125,000,000
	 2009
	  	$	130,000,000
	 2010
	  	$	135,000,000
	 2011
	  	$	140,000,000
	 2012
	  	$	150,000,000
	 2013
	  	$	155,000,000

 ; provided that the amount of Capital Expenditures permitted to be made in respect of any
fiscal year (i) shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such
Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”) and (ii) may, at the option of the Borrower, be increased by up to 25% of the next
succeeding fiscal year’s Capital Expenditure limit (as increased by the Acquired Annual Capital Expenditure Amount), in which case the base amount that may be expended for the next succeeding fiscal year shall be correspondingly reduced.

 (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the
aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.15(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.15(a) with respect
to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the next succeeding fiscal year; provided that Capital Expenditures in any fiscal year
shall be counted against any Rollover Amount available with respect to such fiscal year prior to being counted against the base amount set forth in Section 7.15(a) with respect to such fiscal year 
 SECTION 7.16. Holdings. If a Holdings Election Event shall occur, Holdings shall not (a) other than Indebtedness in respect of
loans and advances by the Borrower and its Restricted Subsidiaries otherwise permitted pursuant to Section 7.06, create, incur, assume or suffer to exist any Indebtedness unless such Indebtedness (“Holdings Permitted Debt”)
(i) is not guaranteed by the Borrower or any of its Restricted Subsidiaries, (ii) will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) has no scheduled amortization or
payments of principal other than mandatory prepayment, repurchase or redemption provisions customary for holding company debt securities, (iv) does not require any payments in cash of interest or other amounts in respect of the principal
thereof prior to the earlier to occur of (A) the date that is four (4) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans,
(v) has covenant, default and remedy provisions customary for holding company debt securities, but in no event more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in the Senior Notes Indenture, as of the
Closing Date, taken as a whole (determined in the context of, and subject to, then prevailing market conditions), other than provisions customary for senior discount notes of a holding company, (b) create, incur, assume or suffer to exist any
Liens on the Equity Interests of the Borrower except nonconsensual Liens imposed by operation of law or pursuant to the Loan Documents, and (c) conduct or engage in any operations or business other than through one or more Subsidiaries or those
incidental to the performance of its existence and obligations under the Loan Documents or any Holdings Permitted Debt or in connection with a 
  

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 Qualifying IPO or otherwise in a manner consistent with transactions otherwise permitted under
Article VII. 
 ARTICLE VIII 
 EVENTS OF DEFAULT AND REMEDIES  
 SECTION 8.01. Events of
Default. Any of the following shall constitute an Event of Default: 
 (a) Non-Payment. The Borrower
or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount
payable hereunder or with respect to any other Loan Document; or 
 (b) Specific Covenants. The Borrower
fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII; provided that any Event of Default under Section 7.11 is subject to cure
as contemplated by Section 8.05; or 
 (c) Other Defaults. Any Loan Party fails to perform or observe
any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the
Administrative Agent to the Borrower; or 
 (d) Representations and Warranties. Any representation,
warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be
incorrect or misleading in any material respect when made or deemed made; or 
 (e) Cross-Default. Any
Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any
Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such
Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amount, or
(B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events
pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the 
  

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 voluntary sale or transfer of the property or assets securing such Indebtedness, if such
sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or 
 (f)
Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or
consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty
(60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty
(60) calendar days, or an order for relief is entered in any such proceeding; or 
 (g) Inability to Pay
Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or
warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its
issue or levy; or 
 (h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a
final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not
denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or 
 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or
could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails
to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be
expected to result in a Material Adverse Effect; or 
 (j) Invalidity of Loan Documents. Any material
provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a
result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of
any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other 
  

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 than as a result of repayment in full of the Obligations and termination of the Aggregate
Commitments), or purports in writing to revoke or rescind any Loan Document; or 
 (k) Change of Control.
There occurs any Change of Control; or 
 (l) Collateral Documents. Any Collateral Document after
delivery thereof pursuant to Section 4.01 or 6.11 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with
the priority required by the Collateral Documents, (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens
permitted under Section 7.01, or any Loan Party shall so assert in writing, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually
delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a
lender’s title insurance policy and such insurer has not denied coverage; or 
 (m) Junior Financing
Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable
term) under, and as defined in any Specified Junior Financing Documentation or (ii) the subordination provisions set forth in any Specified Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally
valid, binding and enforceable against the holders of any Specified Junior Financing, if applicable; or 
 (n)
Receivables Management Subsidiaries. Any Receivables Management Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to
any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other
event is to cause such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity; provided that up to $25,000,000 in the aggregate of Indebtedness of such Receivables Management Subsidiaries shall be excluded for purposes of calculating such Threshold Amount.

 SECTION 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative
Agent may and, at the request of the Required Lenders, shall take any or all of the following actions: 
 (a)
declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 
  

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 (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived by the Borrower; 
 (c) require that the Borrower Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and 
 (d) exercise on behalf of itself and the Lenders all
rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; 
 provided that upon the occurrence of an
actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 
 SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under Section 8.01(f) or (g), any reference in any such clause to any Restricted Subsidiary or Loan Party
shall be deemed not to include any Immaterial Subsidiary. 
 SECTION 8.04. Application of Funds. After the exercise of
remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to
Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: 
 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under
Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; 
 Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable
under Section 10.05 and amounts payable under Article III) and fees and indemnities payable to the Hedge Banks, ratably among them in proportion to the amounts described in this clause Second payable to them; 
 Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C
Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; 
 Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the breakage or termination value under Secured Hedge Obligations and the Cash
Management Obligations, ratably among the Lenders and Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them; 
  

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 Fifth, to the Administrative Agent for the account of the L/C
Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; 
 Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective
aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and 
 Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. 
 Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such
remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower. 
 SECTION 8.05. Borrower’s Right to Cure. 
 (a)
Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial
statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the
“Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of
the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise
Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and
included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as
applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. 
 (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth
in Section 8.05(a) is made. 
 (c) For the avoidance of doubt, the subsequent performance or observance of
any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified
therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated 
  

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pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c). 
 ARTICLE IX 
 ADMINISTRATIVE AGENT AND OTHER AGENTS  
 SECTION 9.01. Appointment and Authorization of Agents.

 (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such
action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with
such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties. 
 (b) Each L/C Issuer shall act on
behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with
respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as
fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with
respect to such L/C Issuer. 
 (c) The Administrative Agent shall also act as the “collateral agent”
under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as
the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties
to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and
attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and
remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including, Section 9.07, as though such co-

  

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agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 
 SECTION 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan
Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or
attorneys-in-fact. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final
judgment of a court of competent jurisdiction). 
 SECTION 9.03. Liability of Agents. No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct,
as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or
warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest
created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any
Loan Party or any Affiliate thereof. 
 SECTION 9.04. Reliance by Agents. 
 (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully
justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders. 
  

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 (b) For purposes of determining compliance with the conditions specified in
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 
 SECTION 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing
such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as
may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders. 
 SECTION 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent
hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as
to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such
documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective
Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each
Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the
possession of any Agent-Related Person. 
 SECTION 9.07. Indemnification of Agents. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata
(determined at the time such indemnity is sought), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it in its capacity as such; provided that no Lender shall be

  

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liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as
determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan
Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07; and provided, further, that to the extent the indemnification of the L/C Issuer is required hereunder, such
obligation shall be limited solely to the Revolving Credit Lenders. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or
proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share (determined at the time such indemnity is sought) of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings
or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such
expenses by or on behalf of the Borrower. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent. 
 SECTION 9.08. Agents in their Individual Capacities. LCPI and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though LCPI were
not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, LCPI or its Affiliates may receive information regarding any Loan Party or its Affiliates (including
information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans,
LCPI shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include LCPI in its
individual capacity. 
 SECTION 9.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent
upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent
shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is
appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its
appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor
administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative
Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative
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successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the
retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or
supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the
Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent,
the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. 
 SECTION 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 
 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans,
L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and
10.04) allowed in such judicial proceeding; and 
 (b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.09 and 10.04. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect
of the claim of any Lender in any such proceeding. 
  

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 SECTION 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree that:

 (a) any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall be
automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and
(z) contingent indemnification obligations) and the expiration or termination of all Letters of Credit (or cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided), (ii) at
the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than the Borrower or any of its Domestic
Subsidiaries that are Restricted Subsidiaries, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such greater number of Lenders as may be required
pursuant to Section 10.01), or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; 
 (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document
to the holder of any Lien on such property that is permitted by Section 7.01(i); and 
 (c) any Guarantor
shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor
continues to be a guarantor in respect of the New Notes or any Junior Financing. 
 Upon request by the Administrative Agent at
any time, the Required Lenders (or such greater number of Lenders as may be required pursuant to Section 10.01) will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or
items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the
Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the
assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this
Section 9.11. 
 SECTION 9.12. Other Agents; Arrangers; Bookrunners and Managers. None of the Lenders or other
Persons identified on the facing page or signature pages of this Agreement as a “syndication agent”, “co-documentation agent”, “joint bookrunner” or “joint lead arranger” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. 

 

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 SECTION 9.13. Appointment of Supplemental Administrative Agents. 
 (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any
jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents,
and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted
herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the
Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein
individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”). 
 (b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by
this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and
only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and
obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent,
and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative
Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require. 
 (c) Should any instrument in writing from the Borrower or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly
vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative
Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent
permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent. 
  

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 ARTICLE X 
 MISCELLANEOUS  
 SECTION 10.01. Amendments, Etc. Except as
otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no
such amendment, waiver or consent shall: 
 (a) extend or increase the Commitment of any Lender without the
written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall
not constitute an extension or increase of any Commitment of any Lender); 
 (b) postpone any date scheduled for,
or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any
mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest; 
 (c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing or (subject to clause (iii) of the second proviso to this Section 10.01) any fees
(including fees set forth in Section 2.09 or other amounts payable hereunder or under any other Loan Document), or extend, postpone or waive the date upon which any fees are to be paid, without the written consent of each Lender directly
affected thereby, it being understood that any change to the definition of Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate; provided that, only the consent of the Required Lenders
shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; 
 (d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Sections 2.06(c), 2.12(a), 2.13 or 8.04 without the written
consent of each Lender affected thereby; 
 (e) other than in a transaction permitted under Section 7.05,
release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or 
 (f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Senior Guarantees, without the written consent of
each Lender; 
 and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer
in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent
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signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan
Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other
modification; and (v) the consent of Lenders holding more than 50% of any Class of Commitments shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments hereunder in a
manner different than such amendment affects other Classes. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any
consent of the Lenders). 
 Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the
written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the
accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to
include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. 
 In addition,
notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term
Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term
Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted
Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where
amortization has been eliminated as a result of prepayment of the Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement
Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such
refinancing. 
 SECTION 10.02. Notices and Other Communications; Facsimile Copies. 
 (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any
other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 
  

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 (i) if to the Borrower, the Administrative Agent, an L/C Issuer or the Swing
Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be
designated by such party in a notice to the other parties; and 
 (ii) if to any other Lender, to the address,
facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to
the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender. 
 All such notices and other communications shall be deemed
to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by
mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject
to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the L/C Issuers and the Swing Line Lender pursuant to Article II shall not be effective until
actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder. 
 (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to
applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders. 
 (c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person
on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording. 
 SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. 
  

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 SECTION 10.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if
the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution and delivery of this
Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs of Weil, Gotshal & Manges LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the
Administrative Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a
conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable
search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 shall survive the termination of
the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in
reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole
discretion. 
 SECTION 10.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are
consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors, controlling persons, members and
attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney
Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement,
performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment,
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or
any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract,
tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages, penalties, claims,

  

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demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or willful misconduct of, or the breach of the Loan Documents by, such
Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through
IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or
any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this
Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any
Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten
(10) Business Days after demand therefore; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to
indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 
 SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by
any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. 
 SECTION 10.07. Successors and Assigns. 
 (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible
Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Sections 10.07(g) or 10.07(i) or
(iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in 
  

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Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees
(other than a Disqualified Institution) (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: 
 (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment (x) by or to any
Arranger or any of their respective Affiliates, (y) to a Lender, an Affiliate of a Lender or an Approved Fund or (z) if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, to any Assignee;

 (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required
for an assignment (x) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (y) to an Agent or an Affiliate of an Agent; 
 (C) each L/C Issuer at the time of such assignment, provided that no consent of the L/C Issuers shall be required for
any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent; and 
 (D) the Swing
Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent. 
 (ii) Assignments shall be subject to the following additional conditions: 
 (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of each Revolving Credit Facility), or $1,000,000 (in the case of a Term Loan) unless each of the Borrower and the Administrative
Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be
aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; 
 (B) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together 
  

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 with a processing and recordation fee of $3,500; provided, that only one processing
and recordation fee shall be required in connection with concurrent assignments to two or more Approved Funds; and 
 (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
 This
paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis. 
 (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after
the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect
to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 10.07(e). 
 (d) The Administrative Agent, acting solely for this
purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable
prior notice. 
 (e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person or a Disqualified Institution) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and

  

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 directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment,
modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to
recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though
it were a Lender. 
 (f) A Participant shall not be entitled to receive any greater payment under
Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s
prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply
with Section 10.15 as though it were a Lender. 
 (g) Any Lender may at any time, without the consent of the
Borrower or the Administrative Agent, pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to
a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting
Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise
fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option
shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan
Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the 
  

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 Administrative Agent and with the payment of a processing fee of $3,500, assign all or any
portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or
provider of any surety or Guarantee or credit or liquidity enhancement to such SPC. 
 (i) Notwithstanding
anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund
may, without the consent of the Borrower or the Administrative Agent, create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by
such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the
pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with
respect to the pledged interest through foreclosure or otherwise. 
 (j) Notwithstanding anything to the contrary
contained herein, any L/C Issuer or the Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the
expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its
appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such
appointment a successor L/C Issuer or Swing Line Lender hereunder, in each case, reasonably acceptable to the Administrative Agent and, with respect to any successor L/C Issuer, the Initial L/C Issuer for so long as it is an L/C Issuer; provided
that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it
shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right
to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender
provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c). 
 SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to
maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent
requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by 
  

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 any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an
agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes
publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any
Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from
such Lender); or (j) after the occurrence and during the continuation of an Event of Default, as may be necessary (i) to enable the Administrative Agent or any Lender to exercise its remedies hereunder or (ii) in any action, suit or
proceeding related to the enforcement of the Administrative Agent’s or any Lender’s rights hereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data
collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit
Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any
Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly
identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof. 
 SECTION 10.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from
time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective
Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate
shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights
of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have. 
 SECTION 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid
or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds
the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest 
  

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 contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to
the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 
 SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and
such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the
effectiveness of any document or signature delivered by telecopier. 
 SECTION 10.12. Integration. This Agreement,
together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any
conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other
Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof. 
 SECTION 10.13. Survival of Representations and Warranties. All
representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

 SECTION 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 SECTION 10.15. Tax Forms.
(a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent,
on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to
such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan
Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to 
  

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 such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan
Document) or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to
Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign
Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation
related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and
signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States
Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to
such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete,
(2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested
by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction. 
 (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of
any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign
Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable
exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such
Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to
transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

 (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under
Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions
of Section 10.15(b); provided that (i) if such Lender shall have satisfied the requirement of this or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own account with respect to
any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, 
  

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 as a result of any change in any applicable Law, treaty or governmental rule, regulation or
order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other
Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the
Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii) have not been satisfied if the Borrower is entitled, under applicable Law, to rely on any applicable forms and statements
required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under any of the Loan Documents, including in the case of a typical participation. 
 (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any
payment under any of the Loan Documents. 
 (b) Each Lender and Agent that is a “United States person”
within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date
(or on or prior to the date it becomes a party to this Agreement), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or any successor form. If such U.S. Lender fails to deliver such forms, then
the Administrative Agent may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code. Thereafter and from time to time, each such U.S. Lender shall (A) promptly submit to
the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms) as may then be available under then current United States Laws and regulations to
avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from United States back up withholding taxes in respect of all payments to be made to such U.S. Lender by the Borrower or
other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in
the most recent form or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the
Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption. 
 SECTION 10.16. GOVERNING LAW. 
 (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) ANY LEGAL ACTION OR
PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS 
  

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 RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. 
 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

 SECTION 10.18. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower
and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the
Borrower, each Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as
permitted by Section 7.04. 
 SECTION 10.19. Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the
“Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance
with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement
Currency, the 
  

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 Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative
Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Law). 
 SECTION 10.20. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other
obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or
proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.20 are for
the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party. 
 SECTION 10.21. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it
is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

 SECTION 10.22. Effectiveness of the Merger; Assignment and Delegation to and Assumption by West. Upon consummation of
the Merger, and without any further action by any Person, West automatically assumes and agrees to perform all the obligations of Omaha under the Amended and Restated Commitment Letter dated August 22, 2006, among Omaha, the Arrangers and the
Bookrunners and the Fee Letter referred to therein. 
 SECTION 10.23. Delivery of Lender Addenda. Each initial Lender
shall become a party to this Agreement by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, the Borrower and the Administrative Agent. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 
  

 145 
  
  








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the date first above written. 
  

			
	WEST CORPORATION
		
	 By:
	 	 /s/ Paul M. Mendlik

	 Name:
	 	Paul M. Mendlik
	 Title:
	 	Chief Financial Officer and Treasurer


  

  
  









			
	LEHMAN COMMERCIAL PAPER INC., as Administrative Agent and Swing Line Lender
		
	By:	 	 /s/ Jeff Ogden

	Name:	 	Jeff Ogden
	Title:	 	Managing Director


  

  
  









			
	DEUTSCHE BANK SECURITIES INC., as Syndication Agent
		
	By:	 	 /s/    John Eydenberg

	Name:	 	John Eydenberg
	Title:	 	Managing Director
		
	By:	 	 /s/    Adam Hitt

	Name:	 	Adam Hitt
	Title:	 	Managing Director
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as L/C Issuer
		
	By:	 	 /s/    Scottye Lindsey

	Name:	 	Scottye Lindsey
	Title:	 	Director
		
	By:	 	 /s/    Evelyn Thierry

	Name:	 	Evelyn Thierry
	Title:	 	Vice President


  

  
  









			
	BANK OF AMERICA, N.A., as Syndication Agent
		
	By:	 	 /s/    Robert Klawinski

	Name:	 	Robert Klawinski
	Title:	 	Senior Vice President


  

  
  









			
	 WACHOVIA BANK, NATIONAL
 ASSOCIATION,
 as Co-Documentation Agent

		
	By:	 	 /s/    Jacob Petkovich

	Name:	 	Jacob Petkovich
	Title:	 	Vice President


  

  
  









			
	 GENERAL ELECTRIC CAPITAL
CORPORATION,
 as Co-Documentation Agent

		
	By:	 	 /s/    Karl Kieffer

	Name:	 	Karl Kieffer
	Title:	 	Duly Authorized Signatory


  

  
  








 Schedule I 
 Guarantors 
  

			
	1.	  	Asset Direct Mortgage, LLC
	2.	  	Attention Funding Corporation
	3.	  	BuyDebtCo, LLC
	4.	  	Cosmosis Corporation
	5.	  	InPulse Response Group, Inc.
	6.	  	InterCall Telecom Ventures, LLC
	7.	  	InterCall, Inc.
	8.	  	Intrado Inc.
	9.	  	Intrado Communications Inc.
	10.	  	Intrado Communications of Virginia Inc.
	11.	  	Intrado International, LLC
	12.	  	Northern Contact, Inc.
	13.	  	Stargate Management LLC
	14.	  	The Debt Depot, LLC
	15.	  	West Asset Management, Inc.
	16.	  	West Asset Purchasing, LLC
	17.	  	West Business Services, LP
	18.	  	West Direct, Inc.
	19.	  	West Facilities Corporation
	20.	  	West Interactive Corporation
	21.	  	West International Corporation
	22.	  	West Receivable Services, Inc.
	23.	  	West Telemarketing, LP
	24.	  	West Telemarketing Corporation II
	25.	  	West Transaction Services II, LLC
	26.	  	West Transaction Services, LLC








 Schedule 1.01A 
 Certain Security Interests and Guarantees 
  

	1.	Security Agreement dated as of October 24, 2006, among West Corporation, the other Grantors identified therein and Lehman Commercial Paper Inc., as Administrative
Agent for the Secured Parties. 

  

	2.	Guarantee Agreement dated as of October 24, 2006 among the Guarantors defined therein and Lehman Commercial Paper Inc., as Administrative Agent.


  

	3.	Intellectual Property Security Agreement dated as of October 24, 2006, among West Corporation, the other Grantors identified therein and Lehman Commercial Paper
Inc., as Administrative Agent for the Secured Parties. 

  

	4.	Deed of Trust by West Business Services, LP with respect to 10940 Laureate Drive, San Antonio, Texas, USA. 

  

	5.	Deed of Trust by West Business Services, LP with respect to 11330 IH-10, #1000, #2000, #3000 and #5000, San Antonio, Texas, USA. 

  

	6.	Mortgage by West Telemarketing, LP with respect to 5031 Commercial Park Circle, Pensacola, Florida, USA. 

  

	7.	Deed of Trust by West Corporation with respect to 11808 Miracle Hills Drive, Omaha, Nebraska, USA. 

  

	8.	Deed of Trust by West Corporation with respect to 11650 Miracle Hills Drive, Omaha, Nebraska, USA. 

  

	9.	The stock certificates for InterCall Conferencing Services Limited, West Contact Services, Inc. and West Telemarketing Canada, ULC are to be delivered within 20 days
after the Closing Date. 








 Schedule 1.01B 
 Unrestricted Subsidiaries 
 Vertical Alliance, Inc. 







 Schedule 1.01C 
 Excluded Subsidiaries 
 None. 







 Schedule 1.01D 
 Existing Letters of Credit 
 None. 







 Schedule 1.01E 
 Foreign Subsidiaries 
  

	
	1.   bmd Wireless AG, Switzerland
	
	2.   CentraCall Limited, United Kingdom
	
	3.   Conferencecall Services India Private Limited, India
	
	4.   InterCall Asia Pacific Holdings Pty. Ltd., Australia
	
	5.   InterCall Australia Pty. Ltd., Australia
	
	6.   InterCall Conferencing Services Limited, United Kingdom
	
	7.   InterCall Hong Kong Limited, P.R.O.C.
	
	8.   InterCall Japan K.K., Japan
	
	9.   InterCall Mexico, S. de R.L. de C.V., Mexico
	
	10. InterCall New Zealand Limited, New Zealand
	
	11. InterCall Singapore Pte. Ltd, Singapore
	
	12. InterCall, Inc., Canada
	
	13. Intrado International Ltd., Ireland
	
	14. Intrado International Singapore Pte. Ltd., Singapore
	
	15. Jamaican Agent Services Limited, Jamaica
	
	16. Legal Connect Limited, United Kingdom
	
	17. West Contact Services, Inc., Philippines
	
	18. West Telemarketing Canada, ULC, Canada








 Schedule 1.01F 
 Excluded Receivables Management Subsidiaries 
 West Asset Management, Inc.1 
 Worldwide Asset Purchasing, LLC 
 Worldwide Asset Purchasing II, LLC 
  
 1 West Asset Management, Inc. will be a guarantor under the credit
facility. 







 Schedule 2.01 
 Commitments 
  

							
	 Lender
	  	Term
Commitment	  	Revolving
Credit
Commitment
	 Lehman Commercial Paper, Inc.
	  	$	892,500,000	  	$	106,250,000
	 Deutsche Bank Trust Company Americas
	  	$	787,500,000	  	$	93,750,000
	 Bank of America, N.A.
	  	$	420,000,000	  	$	50,000,000
		  	 	 	  	 	 
	 Total
	  	$	2,100,000,000	  	$	250,000,000
		  	 	 	  	 	 








 Schedule 5.05 
 Certain Liabilities 
 None. 







 Schedule 5.09 
 Environmental Matters 
 None. 







 Schedule 5.10 
 Taxes 
 None. 







 Schedule 5.11 
 ERISA Compliance 
 None. 







 Schedule 5.12(a) 
 Subsidiaries and Other Equity Investments 
  

									
	Subsidiary	  	Jurisdiction	  	Record Owner	  	  
   Ownership  
   Interest  
  
	  	  
   Percent  
   Pledged  
  

	 Asset
Direct Mortgage, LLC
	  	Delaware	  	 West Corporation
	  	100%	  	100%
	 Attention Funding Corporation
	  	Delaware	  	 West Asset Management, Inc.
	  	100%	  	100%
	 Attention Funding Trust
	  	Delaware	  	 Attention Funding Corporation
	  	100%	  	0%
	 bmd
Wireless AG
	  	Switzerland	  	 Intrado Inc.
	  	100%	  	0%
	 BuyDebtCo, LLC
	  	Nevada	  	 West Receivable Services, Inc.
	  	100%	  	100%
	 Centracall Limited
	  	UK	  	 InterCall Conferencing Services Limited
	  	100%	  	0%
	 Conferencecall Services India Private Limited
	  	India	  	 InterCall, Inc.
	  	100%	  	0%
	 Cosmosis
Corporation
	  	Colorado	  	 Intrado Inc.
	  	100%	  	100%
	 InPulse
Response Group, Inc.
	  	Arizona	  	 West Telemarketing, LP
	  	100%	  	100%
	 InterCall Asia Pacific Holdings Pty. Ltd.
	  	Australia	  	 InterCall, Inc.
	  	100%	  	0%
	 InterCall Australia Pty. Ltd.
	  	Australia	  	 InterCall, Inc.
	  	100%	  	0%
	 InterCall Conferencing Services Limited
	  	UK	  	 InterCall, Inc.
	  	100%	  	65% *
	 InterCall Hong Kong Limited
	  	P.R.O.C.	  	 InterCall, Inc.
	  	100%	  	0%
	 InterCall Japan K.K.
	  	Japan	  	 InterCall, Inc.
	  	100%	  	0%
	 InterCall Mexico, S. de R.L. de C.V.
	  	Mexico	  	 InterCall, Inc.
	  	50%	  	0%
	 InterCall Mexico, S. de R.L. de C.V.
	  	Mexico	  	 West Corporation
	  	50%	  	0%
	 InterCall New Zealand Limited
	  	New Zealand	  	 InterCall, Inc.
	  	100%	  	0%
	 InterCall Singapore Pte. Ltd
	  	Singapore	  	 InterCall, Inc.
	  	100%	  	0%
	 InterCall Telecom Ventures, LLC
	  	Delaware	  	 InterCall, Inc.
	  	100%	  	100%
	 InterCall, Inc.
	  	Canada	  	 InterCall, Inc.
	  	100%	  	0%
	 InterCall, Inc.
	  	Delaware	  	 West Corporation
	  	100%	  	100%
	 Intrado
Communications Inc.
	  	Delaware	  	 Intrado Inc.
	  	100%	  	100%









									
	Subsidiary	  	Jurisdiction	  	Record Owner	  	  
   Ownership  
  Interest  
  
	  	  
   Percent  
  Pledged  
  

	 Intrado Communications of Virginia Inc.

	  	 Virginia
	  	 Intrado Communications Inc.
	  	 100%
	  	100%
	 Intrado Inc.
	  	 Delaware
	  	 West Corporation
	  	 100%
	  	100%
	 Intrado International
Ltd.
	  	 Ireland
	  	 Intrado Inc.
	  	 100%
	  	0%
	 Intrado International Singapore Pte.
Ltd.
	  	 Singapore
	  	 Intrado Inc.
	  	 100%
	  	0%
	 Intrado International,
LLC
	  	 Delaware
	  	 Intrado Inc.
	  	 100%
	  	100%
	 Jamaican Agent Services
Limited
	  	 Jamaica
	  	 Northern Contact, Inc.
	  	 0.1%
	  	0%
	 Jamaican Agent Services
Limited
	  	 Jamaica
	  	 West Corporation
	  	 99.9%
	  	0%
	 Legal Connect Limited
	  	 UK
	  	 InterCall Conferencing Services Limited
	  	 100%
	  	0%
	 Northern Contact, Inc.
	  	 Delaware
	  	 West Telemarketing, LP
	  	 100%
	  	100%
	 Stargate Management LLC
	  	 Colorado
	  	 Cosmosis Corporation
	  	 100%
	  	100%
	 The Debt Depot, LLC
	  	 Delaware
	  	 West Receivable Services, Inc.
	  	 100%
	  	100%
	 Vertical Alliance, Inc.
	  	 Delaware
	  	 West Corporation
	  	 53%
	  	0%
	 West Asset Management,
Inc.
	  	 Delaware
	  	 West Receivable Services, Inc.
	  	 100%
	  	0%
	 West Asset Purchasing,
LLC
	  	 Nevada
	  	 West Receivable Services, Inc.
	  	 100%
	  	100%
	 West Business Services,
LP
	  	 Delaware
	  	 West Transaction Services II, LLC
	  	 99%
	  	100%
	 West Business Services,
LP
	  	 Delaware
	  	 West Transaction Services, LLC
	  	 1%
	  	100%
	 West Contact Services,
Inc.
	  	 Philippines
	  	 West Corporation
	  	 99.93%
	  	65% *
	 West Direct, Inc.
	  	 Delaware
	  	 West Corporation
	  	 100%
	  	100%
	 West Education Foundation2
	  	 Nebraska
	  	 West Corporation
	  	 N/A
	  	N/A
	 West Facilities
Corporation
	  	 Delaware
	  	 West Corporation
	  	 100%
	  	100%
	 West Interactive
Corporation
	  	 Delaware
	  	 West Corporation
	  	 100%
	  	100%
	 West International
Corporation
	  	 Nebraska
	  	 West Corporation
	  	 100%
	  	100%
	 West Receivable Services,
Inc.
	  	 Delaware
	  	 West Corporation
	  	 100%
	  	100%
	 West Telemarketing Canada,
ULC
	  	 Canada
	  	 Northern Contact, Inc.
	  	 100%
	  	65% *
	 West Telemarketing Corporation
II
	  	 Delaware
	  	 West Telemarketing, LP
	  	 100%
	  	100%


	 	


 2 West Education Foundation is a 501(c)(3) non-profit corporation. West
Corporation does not technically own this entity. 








									
	Subsidiary	  	Jurisdiction	  	Record Owner	  	  
   Ownership  
   Interest  
  
	  	  
   Percent  
   Pledged  
  

	 West
Telemarketing, LP
	  	Delaware	  	 West Transaction Services II, LLC
	  	99%	  	100%
	 West
Telemarketing, LP
	  	Delaware	  	 West Transaction Services, LLC
	  	1%	  	100%
	 West
Transaction Services II, LLC
	  	Delaware	  	 West Corporation
	  	100%	  	100%
	 West
Transaction Services, LLC
	  	Delaware	  	 West Corporation
	  	100%	  	100%
	 Worldwide Asset Purchasing, LLC
	  	Nevada	  	 West Receivable Services, Inc.
	  	75%	  	0%
	 Worldwide Asset Purchasing II, LLC
	  	Nevada	  	 West Receivable Services, Inc.
	  	75%	  	0%

 * The stock certificates for InterCall Conferencing Services Limited, West Contact
Services, Inc. and West Telemarketing Canada, ULC are to be delivered within 20 days after the Closing Date. 







 Schedule 5.12(b) 
 Borrower Information 
 West Corporation 
 11808 Miracle Hills Drive 
 Omaha, NE 68154-4403

 Tax Identification Number:  47-0777362 







 Schedule 7.01(b) 
 Existing Liens 
  

									
	Name	  	JURISDICTION /
(Doing Business
as)	  	File #	  	Secured Party	  	Comments
	  
 West Asset Management, Inc.
  
	  	  
 TX Secretary of State
	  	  
 06-0014407719
	  	  
 Collins Financial Services Inc.
	  	  
 Notice of consumer accounts sold to West Asset Management, Inc.
  

	  
 West Asset Management, Inc.
  
	  	  
 TX Secretary of State
	  	  
 06-0014408285
	  	  
 Collins Financial Services Inc.
	  	  
 Notice of consumer accounts sold to West Asset Management, Inc.
  

	  
 West Asset Management, Inc.
  
	  	  
 TX Secretary of State
	  	  
 06-0014408407
	  	  
 Collins Financial Services Inc.
	  	Notice of consumer accounts sold to West Asset Management, Inc.
	  
 West Asset Management, Inc.
  
	  	  
 TX Secretary of State
	  	  
 06-0014408441
	  	  
 Collins Financial Services Inc.
	  	  
 Notice of consumer accounts sold to West Asset Management, Inc.
  

	  
 West Asset Management, Inc.
  
	  	  
 TX Secretary of State
	  	  
 06-0014426265
	  	  
 Collins Financial Services Inc.
	  	  
 Notice of consumer accounts sold to West Asset Management, Inc.
  

	  
 West Asset Management, Inc.
  
	  	  
 TX Secretary of State
	  	  
 06-0017460549
	  	  
 Collins Financial Services Inc.
	  	  
 Notice of consumer accounts sold to West Asset Management, Inc.
  

	  
 West Asset Management, Inc.
  
	  	  
 TX Secretary of State
	  	  
 06-0023571802
	  	  
 Collins Financial Services Inc.
	  	  
 Notice of consumer accounts sold to West Asset Management, Inc.
  

	  
 West Asset Management, Inc.
  
	  	  
 TX Secretary of State
	  	  
 06-0027595175
	  	  
 Collins Financial Services Inc.
	  	Notice of consumer accounts sold to West Asset Management, Inc.
	  
 West Asset Management, Inc.
  
	  	  
 TX Secretary of State
	  	  
 06-0027607250
	  	  
 Collins Financial Services Inc.
	  	  
 Notice of consumer accounts sold to West Asset Management, Inc.
  

	  
 InterCall, Inc. (as successor to ECI Conference Call Services, Inc.)
  
	  	  
 DE Secretary of State
	  	  
 22657116
	  	  
 CIT Technology Financing Services, Inc.
	  	  
 Equipment lien

	  
 West Telemarketing, LP
  
	  	  
 NE Business Services Division
  
	  	  
 9903272736-0
	  	  
 Nebraska Business Leasing, Inc.
  
	  	  
 Equipment lien

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
	  	 11670830
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	 11670830
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien

	  
 Intrado Inc.
  
	  	 DE Secretary of State
  
	  	 11670871
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien










									
	Name	  	 JURISDICTION
/
(Doing Business as)
  
	  	File #	  	Secured Party	  	Comments
	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
	  	  
 20091003
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 21112311
  
	  	  
 IBM Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 23007253
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 31369308
  
	  	  
 Relational Funding Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 32389404
  
	  	  
 De Lage Landen Financial Services, Inc.
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 32203191
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 32240151
  
	  	  
 General Electric Capital Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 32761057
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 32766924
  
	  	 	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 32779976
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 40010639
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 40131294
  
	  	  
 General Electric Capital Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 40326035
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 40491011
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 40664658
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 41075490
  
	  	  
 Advantage Financial Services, LLC
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 42176750
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 42182188
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 42534669
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  










									
	Name	  	JURISDICTION / (Doing
Business
as)	  	File #	  	Secured Party	  	Comments
	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	 42557660
  
	  	 	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 50566704
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 50781790
  
	  	  
 Hewlett-Packard Financial Services Company
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 51595868
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 Intrado Inc.
  
	  	  
 DE Secretary of State
  
	  	  
 52356708
  
	  	  
 Ameritech Credit Corporation
  
	  	  
 Equipment lien
  

	  
 InPulse Response Group, Inc.
  
	  	  
 AZ Secretary of State
  
	  	  
 200312719318
  
	  	  
 The CIT Group/Equipment Financing Inc.
  
	  	  
 Equipment lien
  

	  
 InPulse Response Group, Inc.
  
	  	  
 AZ Secretary of State
  
	  	  
 200312831520
  
	  	  
 Variant Leasing Corporation
  
	  	  
 Equipment lien
  

	  
 InPulse Response Group, Inc.
  
	  	  
 AZ Secretary of State
	  	  
 200412951765
  
	  	  
 Pullman Bank and Trust Company
  
	  	  
 Equipment lien
  

	  
 InPulse Response Group
  
	  	  
 AZ Secretary of State
  
	  	  
 200413091448
  
	  	  
 De Lage Landen Financial Services, Inc.
  
	  	  
 Equipment lien
  

	  
 InPulse Response Group
  
	  	  
 AZ Secretary of State
  
	  	  
 200413369476
  
	  	  
 Variant Leasing Corporation
  
	  	  
 Equipment lien
  

	  
  
 InPulse Response Group
  
	  	  
 AZ Secretary of State
  
	  	  
 200513518582
  
	  	  
 Dell Financial Services, L.P.
  
	  	  
 Equipment lien
  

	  
 InPulse Response Group
  
	  	  
 AZ Secretary of State
  
	  	  
 200513537961
  
	  	  
 The CIT Group/Equipment Financing, Inc.
  
	  	  
 Equipment lien
  

	  
 InPulse Response Group
  
	  	  
 AZ Secretary of State
  
	  	  
 200513766684
  
	  	  
 U.S. Bancorp Equipment Finance, Inc.
  
	  	  
 Equipment lien
  









 Schedule 7.02(f) 
 Existing Investments 
 The forward starting interest rate swap entered
into between the Borrower and Lehman Brothers Special Financing Inc. with a Trade Date of October 2, 2006 pursuant to the Trade Confirmation dated October 6, 2006 (as amended from time to time), Global ID No. 7268162. 
 West Corporation holds approximately $4,819,673 (including interest in convertible notes and 45,621,920 Series B Convertible Preferred Stock) of Vertical
Alliance, Inc., a Delaware corporation, or 53% of outstanding equity. 
 West Receivable Services, Inc. holds 75% of the membership interest in
Worldwide Asset Purchasing, LLC, a Nevada limited liability company. 
 West Receivable Services, Inc. holds 75% of the membership interest in
Worldwide Asset Purchasing II, LLC, a Nevada limited liability company. 
 Intrado International Ltd. holds 49% of Intrado (XieAn) Technology
Co. Ltd., a joint venture with Beijing Xiejin Technology Development Ltd. 







 Schedule 7.03(b) 
 Existing Indebtedness 
 The forward starting interest rate swap
entered into between the Borrower and Lehman Brothers Special Financing Inc. with a Trade Date of October 2, 2006 pursuant to the Trade Confirmation dated October 6, 2006 (as amended from time to time), Global ID No. 7268162.

 Letters of Credit: 
  

						
	Beneficiary	  	Amount	    	Issuer
			
	 St. Paul Traveler’s WC
	  	$	4,132,522	    	Omaha State Bank
			
	 Bryn Mawr Associates
	  	 	54,719	    	Omaha State Bank
			
	 Bryn Mawr Associates
	  	 	54,720	    	Omaha State Bank
			
	 Lousiana Public Service Commission
	  	 	20,000	    	Telephone Solicitation Relief Act
			
	 St. Paul Traveler’s WC
	  	 	675,000	    	Comerica *
			
	 Swig Equities
	  	 	47,329	    	Comerica
			
		  	 	 	    	
			
		  	$	    4,984,290	    	
		  	 	 	    	

  

	*	Will increase quarterly to $900,000 on October 1, 2006 








 Schedule 7.05(l) 
 Dispositions 
 The Company may merge, consolidate, sell or otherwise
dispose of its interest in each of the following entities: 
  

	1.	Asset Direct Mortgage, LLC, a Delaware limited liability company 


	2.	Attention Funding Corporation, a Delaware corporation 


	3.	Attention Funding Trust, a Delaware corporation 


	4.	bmd wireless AG, Switzerland 


	5.	Intrado International Ltd., Ireland 


	6.	Vertical Alliance, Inc., a Delaware corporation 








 Schedule 7.08 
 Transactions with Affiliates 
 Joint Venture Agreement, dated July 27, 2005, between
Intrado International Ltd. and Beijing Xingin Technology Development, Inc. 







 Schedule 7.09 
 Existing Restrictions 
 Senior Notes Indenture, dated as of October 24, 2006, among
West Corporation, the Guarantors (as defined therein) and The Bank of New York, as trustee. 
 Senior Subordinated Notes Indenture, dated as of
October 24, 2006, among West Corporation, the Guarantors (as defined therein) and The Bank of New York, as trustee. 







 Schedule 10.02 
 Administrative Agent’s Office, Certain Addresses for Notices 
 I. 
  

	(A)	If to the Borrower 

 Paul M.
Mendlik 
 Chief Financial Officer 
 West Corporation 
 11808 Miracle Hills Drive 
 Omaha, NE 68154 
 Attn: Paul M. Mendlik 
 Tel: 402-963-1200 
 Fax: 402-963-1619 
 With copies to: 
 Ropes & Gray LLP 
 45 Rockefeller Plaza 
 New York, New York 10111 
 Attn: Jay Kim 
 Tel:
212-497-3626 
 Fax: 212-841-5725 
  
  

	(B)	If to the Administrative Agent or Swing Line Lender: 

  

	 	(i)	For borrowing notices and related matters: 

 Lehman Commercial Paper Inc. 
 745 Seventh Avenue, 5th Floor 
 New York, New York 10019 
 Attn: Carmen Pi-Santana 
 Tel: 212-526-6590 
 Fax: 212-526-6643 
  

	 	(ii)	For all other notices: 

 Lehman
Commercial Paper Inc. 
 745 Seventh Avenue 
 New York, New York 10019 
 Attn: Ritam Bhalla 
 Tel: 212-526-1819 
 Fax: 646-834-4997 
 With copies to: 
 Weil, Gotshal & Manges LLP 
 767 Fifth Avenue 
 New York, New York 10153 
 Attn: Andrew Colao 
 Tel: 212-310-8830 
 Fax: 212-310-8007 
  


	(C)	If to the L/C Issuer: 

 Deutsche
Bank Trust Company Americas 
 60 Wall Street – 38th Floor 
 New York, New York 1005 
 Tel: 212-250-1014 
 Fax: 212-797-0403 
 Attn: Joe Rozing 
  

	II.	Borrower’s website address: www.west.com 








 EXHIBIT A 
 [FORM OF] 
 COMMITTED LOAN NOTICE 
  

	To:	    Lehman Commercial Paper Inc., as Administrative Agent 

     745 Seventh Avenue 
     New York, New York 10019 
     Attention: Carmen Pi-Santana 
     Fax: 212-526-6643 
 [Date] 
 Ladies and Gentlemen:

     Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among West Corporation, as Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the
“Administrative Agent”) and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation
Agents. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 The Borrower hereby requests (select one): 
           A Borrowing
of new Loans 
           A conversion of Loans 
           A continuation of Loans 
 to be made on the terms set forth below: 
  

							
	(A)	  	   Class of Borrowing1
	  	 	  	
				
	(B)	  	   Date of Borrowing,   conversion or continuation
	  		  	
		  	   (which is a Business Day)
	  	 	  	
				
	(C)	  	   Principal amount
	  	 	  	
				
	(D)	  	   Type of Loan2
	  	 	  	

  
  
 1
 Term or Revolving Credit. 
 2 Specify Eurocurrency or Base Rate. 








							
	(E)	  	   Interest Period3
	  	 	  	

     [The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that, on the date of this Committed Loan Notice and on the date of the related Borrowing, the conditions to lending specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have
been satisfied.]4 
  

					
	WEST CORPORATION	 	
			
	By:	 	  
	 	
	Name:	 		 	
	Title:	 		 	


  
  
  
  
  
  
  
  
 3 Applicable for Eurocurrency Borrowings/Loans only. 
 4
 Insert bracketed language if the Borrower is requesting a Borrowing of new Loans. 
  

 2 








 EXHIBIT B 
 [FORM OF] 
 SWING LINE LOAN NOTICE 
  

	To:	    Lehman Commercial Paper Inc., as Swing Line Lender and Administrative Agent 

     745 Seventh Avenue 
     New York, New York 10019 
     Attention: Carmen Pi-Santana 
     Fax: 212-526-6643 
 [Date] 
 Ladies and Gentlemen:

     Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among West Corporation, as Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the
“Administrative Agent”) and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation
Agents. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.04(b) of the Credit Agreement that it
requests a Swing Line Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Swing Line Borrowing is requested to be made: 
  

							
	(A)	  	       Principal Amount to be
       Borrowed1
	  	 	  	
				
	(B)	  	      Date of Borrowing	  		  	
		  	      (which is a Business Day)	  	 	  	

     The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that, on the date of this Swing Line Loan Notice and on the date of the related Swing Line Borrowing, the conditions to lending specified in paragraphs (a) and (b) of Section 4.02 of the Credit
Agreement have been satisfied. 
  

			
	WEST CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


  
  
 1
 Shall be a minimum of $100,000. 







 EXHIBIT C-1 
 LENDER: [—] 
 PRINCIPAL AMOUNT: $[—] 
 [FORM OF] TERM NOTE 
 New York, New York 
 [Date] 
 FOR VALUE RECEIVED, the undersigned, WEST CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to the Lender set
forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the Administrative Agent’s Office (such term, and each other capitalized term used but not
defined herein, having the meaning assigned to it in the Credit Agreement dated as of October 24, 2006 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the
Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National
Association and General Electric Capital Corporation, as Co-Documentation Agents) (i) on the dates set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement with respect to Term Loans made by the Lender to the
Borrower pursuant to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all Term Loans made by the Lender to the Borrower
pursuant to the Credit Agreement. 
 The Borrower promises to pay interest, on demand, on any overdue principal and, to the
extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement. 
 The
Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any
subsequent instance. 
 All borrowings evidenced by this note and all payments and prepayments of the principal hereof and
interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded
by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this note. 
 This note is one of the Term Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration
of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms
and conditions therein specified. 







 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 








			
	WEST CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


  
  
  
  
  
  
  
  
 [SIGNATURE PAGE TO TERM NOTE] 







 LOANS AND PAYMENTS 
  
  

											
	Date	  	Amount of Loan	  	Maturity Date	  	Payments of
Principal/Interest	  	 Principal
 Balance of Note
	  	 Name of
 Person Making
 the Notation

		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	








 EXHIBIT C-2 
 LENDER:  [—] 
 PRINCIPAL
AMOUNT:  $[—] 
  
  
 [FORM OF] REVOLVING CREDIT NOTE 
  
 New York, New York 
 [Date] 
 FOR VALUE RECEIVED, the undersigned, WEST CORPORATION, a Delaware corporation (the
“Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in immediately available funds at the Administrative Agent’s Office (such term, and each other
capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National
Association and General Electric Capital Corporation, as Co-Documentation Agents) (A) on the dates set forth in the Credit Agreement, the lesser of (i) the principal amount set forth above and (ii) the aggregate unpaid principal
amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Credit Agreement, and (B) interest from the date hereof on the principal amount from time to time outstanding on each such Revolving Credit Loan at the rate
or rates per annum and payable on such dates as provided in the Credit Agreement, in each case in the currency of the applicable Revolving Credit Loan. 
 The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in the Credit Agreement.

 The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the
holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. 
 All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule
attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder
hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this note. 
 This note is one of the Revolving Credit Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory
prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. 







 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK. 
  
 [THE REMAINDER OF THIS PAGE IS
INTENTIONALLY LEFT BLANK] 








			
	 WEST CORPORATION
  
  

	By:	 	  

	Name:	 	
	Title:	 	


  
  
  
  
  
  
  
  
  

 [SIGNATURE PAGE TO REVOLVING CREDIT NOTE] 








 LOANS AND PAYMENTS 
  
  

											
	Date	  	Amount of Loan	  	Maturity Date	  	Payments of
Principal/Interest	  	 Principal
 Balance of Note
	  	 Name of
 Person Making
 the Notation

		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	
		  		  		  		  		  	








 EXHIBIT D 
 [FORM OF] 
 COMPLIANCE CERTIFICATE 
 Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented, waived or otherwise modified from
time to time, the “Credit Agreement”), among West Corporation, as Borrower (the “Borrower”), each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the
“Administrative Agent”) and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation
Agents. Capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein. Pursuant to Section 6.02 of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer
of the Borrower, certifies as follows: 
  

	 	1.	[Attached hereto as Exhibit [A] is the audited consolidated balance sheet of the Borrower and its Subsidiaries as of
                , 20     and related consolidated statements of income or operations, stockholders’ equity and cash flows for the fiscal year
then ended, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of [Deloitte & Touche LLP],
prepared in accordance with generally accepted auditing standards in the United States and not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.]


  

	 	2.	[Attached hereto as Exhibit [B] is the consolidated balance sheet of the Borrower and its Subsidiaries as of
                , 20     and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the
fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, all in reasonable detail. These present fairly in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.] 

  

	 	3.	To my knowledge, except as otherwise disclosed to the Administrative Agent in writing pursuant to the Credit Agreement, at no time during the period between
[        ] and [        ] (the “Certificate Period”) did a Default or an Event of Default exist. [If unable to provide the foregoing certification,
fully describe the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto (including the delivery of a “Notice of Intent to Cure” concurrently with delivery of this Compliance
Certificate) on Annex A attached hereto.] 









	 	4.	The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether the Borrower is in compliance with
the covenants set forth in Section 7.11 of the Credit Agreement: 

  

	 	(i)	Total Leverage Ratio. 

  

			
	Consolidated Total Debt=	  	[            ]
	Consolidated EBITDA=	  	[            ]
	Actual Ratio=	  	[            ] to 1.0
	Required Ratio=	  	[            ] to 1.0

  

	 	(ii)	Interest Coverage Ratio. 

  

			
	Consolidated EBITDA =	  	[            ]
	Consolidated Interest Expense=	  	[            ]
	Actual Ratio=	  	[            ] to 1.0
	Required Ratio=	  	[            ] to 1.0

 Supporting detail showing the calculation of Consolidated Total Debt is attached
hereto as Schedule 1. Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 2. Supporting detail showing the calculation of Consolidated Interest Expense is attached hereto as Schedule 3. 
  

	 	5.	The Borrower and its Restricted Subsidiaries are in compliance with Section 7.15 of the Credit Agreement. For the current fiscal year the limit on Capital
Expenditures is $[            ] [, which amount includes the unused amount carried forward from the previous fiscal year and/or an amount carried back from the succeeding fiscal year
pursuant to Section 7.15 of the Credit Agreement]. The amount of Capital Expenditures incurred by the Borrower and its Restricted Subsidiaries in the current fiscal year through the end of the fiscal quarter most recently ended is
$[            ]. The calculation of the foregoing amounts is set out in reasonable detail in Schedule 4 attached hereto. 








 IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of the
Borrower, has executed this certificate for and on behalf of the Borrower and has caused this certificate to be delivered this      day of
                    , 20    . 
  

					
	WEST CORPORATION	 	
			
	By:	 	  
	 	
	Name:	 	
	Title:	 	









 EXHIBIT E 
 [FORM OF] 
 ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement dated as
of October 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among West Corporation, as Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as
Administrative Agent (in such capacity, the “Administrative Agent”) and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric
Capital Corporation, as Co-Documentation Agents, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor
hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (including participations in any Letters of Credit or Swing Line Loans
included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited
to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor. 
  

	 	1.	Assignor (the “Assignor”): 

  

	 	2.	Assignee (the “Assignee”): 








 Assignee is an Affiliate of: [Name of Lender] 
 Assignee is an Approved Fund of: [Name of Lender] 
  

	 	3.	Borrower: West Corporation 

  

	 	4.	Administrative Agent: Lehman Commercial Paper Inc. 

  

	 	5.	Assigned Interest: 

  

							
	Facility	 	 Aggregate Amount of  
Commitment/Loans
of  
 all Lenders  
	 	 Amount of  
 Commitment/Loans  
Assigned  
	 	 Percentage  
 Assigned of  
 Commitment/  
 Loans1  

	Revolving Credit Facility	 	$                                        
  	 	$                                      
	 	        %
	 Term Loans

	 	$                                        
  	 	$                                      
	 	        %

 Effective Date: 
  
 1 Set forth, to at least 8 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder. 
  

 2 








 The terms set forth in this Assignment and Assumption are hereby agreed to: 
  

			
	 [NAME OF ASSIGNOR], as
 Assignor

		
	By:	 	  

	Name:
	Title:
	
	 [NAME OF ASSIGNEE], as
 Assignee

		
	By:	 	  

	Name:
	Title:


  

 3 








 [Consented to and]2 Accepted: 
  

			
	LEHMAN COMMERCIAL PAPER INC.
	as Administrative Agent
		
	By:	 	  

	Name:
	Title:
	
	Consented to:
	
	[[EACH L/C ISSUER], as L/C Issuer
		
	By:	 	  

	Name:
	Title:
	
	 LEHMAN COMMERCIAL PAPER INC.,
 as Swing Line Lender

		
	By:	 	  

	Name:
	Title:]3

  
 2 No consent of the Administrative Agent shall be required for (i) an assignment to an Agent or an Affiliate of an
Agent or (ii) an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. 
 3 No consent of any L/C Issuer or the Swing Line
Lender shall be required for (i) an assignment to an Agent or an Affiliate of an Agent or (ii) an assignment of a Term Loan. 
  

 4 









			
	[WEST CORPORATION
		
	By:	 	  

	Name:
	Title:]4

  
 4 No consent of the Borrower shall be required for an assignment to any Arranger or any of their respective Affiliates, a
Lender, an Affiliate of a Lender or an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) of the Credit Agreement has occurred and is continuing, to any Assignee. 
  

 5 








 Annex 1 
 CREDIT AGREEMENT1

 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1.       Representations and Warranties. 
 1.1    Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other
adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition
of the Borrower or any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by the Borrower or any of its Subsidiaries or Affiliates or any other Person of any of
their obligations under the Credit Agreement. 
 1.2    Assignee. The Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation
required to be delivered by it pursuant to Section 10.15 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, any Agent or any other Lender,

  
  
 1 Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified
in the Credit Agreement dated as of October     , 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among West Corporation, as Borrower, each Lender from time to
time party thereto, Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and
Wachovia Capital Markets, LLC and General Electric Capital Corporation, as Co-Documentation Agents 







 and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a
Lender. 
 2.       Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts
which have accrued from and after the Effective Date. 
 3.       General Provisions.
This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York. 
  

 2 








 Exhibit F 
  
  
  
  
  
  
  
  
 GUARANTEE AGREEMENT 
 dated as of 
 October 24, 2006, 
 among 
 THE GUARANTORS IDENTIFIED HEREIN 
 and 
 LEHMAN COMMERCIAL PAPER INC., 
 as Administrative Agent 
  
  
  
  
  
  
  
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE I	  	Definitions	  	1
			
	 Section 1.01.
	  	 Credit Agreement
	  	1
	 Section 1.02.
	  	 Other Defined Terms
	  	1
			
	ARTICLE II	  	Guarantee	  	2
			
	 Section 2.01.
	  	 Guarantee
	  	2
	 Section 2.02.
	  	 Guarantee of Payment
	  	2
	 Section 2.03.
	  	 No Limitations
	  	2
	 Section 2.04.
	  	 Reinstatement
	  	3
	 Section 2.05.
	  	 Agreement To Pay; Subrogation
	  	3
	 Section 2.06.
	  	 Information
	  	4
			
	ARTICLE III	  	Indemnity, Subrogation and Subordination	  	4
			
	 Section 3.01.
	  	 Indemnity and Subrogation
	  	4
	 Section 3.02.
	  	 Contribution and Subrogation
	  	4
	 Section 3.03.
	  	 Subordination
	  	4
			
	ARTICLE IV	  	Miscellaneous	  	5
			
	 Section 4.01.
	  	 Notices
	  	5
	 Section 4.02.
	  	 Waivers; Amendment
	  	5
	 Section 4.03.
	  	 Administrative Agent’s Fees and Expenses; Indemnification
	  	5
	 Section 4.04.
	  	 Successors and Assigns
	  	6
	 Section 4.05.
	  	 Survival of Agreement
	  	6
	 Section 4.06.
	  	 Counterparts; Effectiveness; Several Agreement
	  	7
	 Section 4.07.
	  	 Severability
	  	7
	 Section 4.08.
	  	 Right of Set-Off
	  	7
	 Section 4.09.
	  	 Governing Law; Jurisdiction; Consent to Service of Process
	  	8
	 Section 4.10.
	  	 WAIVER OF JURY TRIAL
	  	8
	 Section 4.11.
	  	 Headings
	  	8
	 Section 4.12.
	  	 Security Interest Absolute
	  	9
	 Section 4.13.
	  	 Termination or Release
	  	9
	 Section 4.14.
	  	 Additional Guarantors
	  	9

  

 i 








 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
	Schedules	  		  	
			
	Schedule I	  	Subsidiary Parties	  	
			
	Exhibits	  		  	
			
	Exhibit I	  	Form of Guarantee Agreement Supplement	  	

  

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 GUARANTEE AGREEMENT dated as of October 24, 2006 among the Guarantors identified
herein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”). 
 Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among West Corporation (the
“Borrower”), each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia
Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the
Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Guarantors are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower
pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 
 ARTICLE I 
 Definitions 
 SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the
meanings specified in the Credit Agreement. 
 (b) The rules of construction specified in Article I of the Credit Agreement
also apply to this Agreement. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms
have the meanings specified below: 
 “Agreement” means this Guarantee Agreement. 
 “Claiming Party” has the meaning assigned to such term in Section 3.02. 
 “Contributing Party” has the meaning assigned to such term in Section 3.02. 
 “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement. 
 “Guarantee Agreement Supplement” means an instrument in the form of Exhibit I hereto. 
 “Guarantor” means each Subsidiary Party and, upon the occurrence of a Holdings Election Event, Holdings. 







 “Obligations” means the “Obligations” as defined in the Credit
Agreement. 
 “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks,
the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement. 
 “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other
Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date. 
 ARTICLE II 

 Guarantee 
 SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of
its guarantee and notice of protest for nonpayment. 
 SECTION 2.02. Guarantee of Payment. Each of the Guarantors
further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the
payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person. 
 SECTION 2.03. No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided
in Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations
of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions
of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under
this Agreement; (iii) the release of any security held by the Administrative Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in

  

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the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of
any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the applicable Secured Parties to take and hold security for the payment and performance of
the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any
one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder. 
 (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the
Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Administrative Agent and the
other Secured Parties may in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in
lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party,
without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives
any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any
other Loan Party, as the case may be, or any security. 
 SECTION 2.04. Reinstatement. Each of the Guarantors
agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any
other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise. 
 SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and
will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided
above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.

  

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 SECTION 2.06. Information. Each Guarantor assumes all responsibility for being
and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks
that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or
risks. 
 ARTICLE III 
 Indemnity, Subrogation and Subordination 
 SECTION 3.01.
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an obligation shall
be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent
of such payment. 
 SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing
Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”) shall not
have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator
shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any
Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guarantee Agreement Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this
Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 
 SECTION 3.03.
Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments
required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such
Guarantor hereunder. 
  

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 (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default and after notice from the Administrative Agent (which notice states that is delivered pursuant to this Section 3.03(b)), all Indebtedness owed by it to any Subsidiary that is not a Loan Party shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations. 
 ARTICLE IV 
 Miscellaneous 
 SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit
Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement. 
 SECTION 4.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of
a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Guarantor in
any case shall entitle any Guarantor to any other or further notice or demand in similar or other circumstances. 
 (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Guarantor or Guarantors with respect to which such waiver, amendment
or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement. 
 SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred
hereunder as provided in Section 10.04 of the Credit Agreement. 
  

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 (b) Without limitation of its indemnification obligations under the other Loan Documents,
each Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) from and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to
or arising out of or in connection with the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, or to the
Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or willful misconduct of, or the breach of this Agreement by, such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or
attorney-in-fact of such Indemnitee. 
 (c) Any such amounts payable as provided hereunder shall be additional Obligations
secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative
Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor. 
 SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of
such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guarantors hereunder
and in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall
survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any
L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent
indemnification obligations) is outstanding and unpaid or any

  

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Letter of Credit is outstanding (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and so long as the Commitments
have not expired or terminated. 
 SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement shall
be effective as delivery of an original executed counterpart of this Agreement. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative
Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective permitted successors and assigns, and shall inure to
the benefit of such Guarantor, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Guarantor shall have the right to assign or transfer its rights or obligations hereunder or any
interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each
Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder. 
 SECTION 4.07. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions. 
 SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders
provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by each
Guarantor to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its
Affiliates to or for the credit or the account of the respective Guarantors against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall
have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the applicable
Guarantor and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to

  

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give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 4.08 are in addition to other rights and remedies (including other
rights of setoff) that such Lender may have. 
 SECTION 4.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. 
 SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

 SECTION 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
  

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 SECTION 4.12. Security Interest Absolute. All rights of the Administrative Agent
hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any
consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the
Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement. 
 SECTION 4.13. Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all
Obligations when all the outstanding Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification
obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof
in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. 
 (b) A Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party
ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not
provide otherwise. 
 (c) In connection with any termination or release pursuant to paragraph (a) or (b), the
Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant
to this Section 4.13 shall be without recourse to or warranty by the Administrative Agent. 
 SECTION 4.14.
Additional Guarantors. Pursuant to Section 6.11 of the Credit Agreement, Holdings and certain Restricted Subsidiaries of the Loan Parties that (i) are not Excluded Subsidiaries and (ii) were not in existence or not Restricted
Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Guarantors upon the occurrence of a Holdings Election Event or becoming a Restricted Subsidiary that is not an Excluded Subsidiary, as applicable. Upon
execution and delivery by the Administrative Agent and Holdings or a Restricted Subsidiary, as applicable, of a Guarantee Agreement Supplement, Holdings or such Restricted Subsidiary shall become a Guarantor hereunder with the same force and effect
as if originally named as a Guarantor herein. The execution and delivery of any such instrument shall

  

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not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new
Guarantor as a party to this Agreement. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 
  

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

	
	COSMOSIS CORPORATION
	INPULSE RESPONSE GROUP, INC.
	INTERCALL, INC.
	INTRADO COMMUNICATIONS INC.
	INTRADO COMMUNICATIONS OF VIRGINIA INC.
	INTRADO INC.
	NORTHERN CONTACT, INC.
	WEST ASSET MANAGEMENT, INC.
	WEST DIRECT, INC.
	WEST FACILITIES CORPORATION
	WEST INTERACTIVE CORPORATION
	WEST INTERNATIONAL CORPORATION
	WEST RECEIVABLE SERVICES, INC.
	WEST TELEMARKETING CORPORATION II


  

			
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer


  

	
	ASSET DIRECT MORTGAGE, LLC
	BUYDEBTCO, LLC
	INTRADO INTERNATIONAL, LLC
	STARGATE MANAGEMENT LLC
	THE DEBT DEPOT, LLC
	WEST ASSET PURCHASING, LLC
	WEST TRANSACTION SERVICES II, LLC
	WEST TRANSACTION SERVICES, LLC


  

			
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Manager


  

			
	ATTENTION FUNDING CORPORATION
		
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Treasurer


  

 SIGNATURE PAGE TO GUARANTEE
AGREEMENT 









			
	INTERCALL TELECOM VENTURES, LLC
	By INTERCALL, INC.
	Its sole member


  

			
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer


  

			
	WEST BUSINESS SERVICES, LP
	WEST TELEMARKETING, LP
	By WEST TRANSACTION SERVICES, LLC
	Their general partner


  

			
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Manager


  

 SIGNATURE PAGE TO GUARANTEE
AGREEMENT 









			
	LEHMAN COMMERCIAL PAPER INC., as Administrative Agent
		
	By:	 	  




			
	Name:	 	
	Title:	 	


 SIGNATURE PAGE TO GUARANTEE AGREEMENT 







 Schedule I to 
 the Guarantee Agreement 
 SUBSIDIARY PARTIES 
 Asset Direct Mortgage, LLC 
 Attention Funding
Corporation 
 BuyDebtCo, LLC 
 Cosmosis
Corporation 
 InPulse Response Group, Inc. 
 InterCall Telecom Ventures, LLC 
 InterCall, Inc. 
 Intrado Inc. 
 Intrado Communications Inc. 
 Intrado Communications of Virginia Inc. 
 Intrado
International LLC 
 Northern Contact, Inc. 
 Stargate Management LLC 
 The Debt Depot, LLC 
 West Asset Management, Inc. 
 West Asset Purchasing, LLC 
 West Business Services, LP 
 West Direct, Inc.

 West Facilities Corporation 
 West
Interactive Corporation 
 West International Corporation 
 West Receivable Services, Inc. 
 West Telemarketing, LP 
 West Telemarketing Corporation II 
 West Transaction
Services II, LLC 
 West Transaction Services, LLC 







 Exhibit I to the 
 Guarantee Agreement 
 SUPPLEMENT NO.      dated as of [—], to the Guarantee Agreement dated as of October     , 2006, among the Guarantors identified therein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent. 
 A. Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among West Corporation, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America,
N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. 
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guarantee Agreement referred to therein. 
 C. The Guarantors have entered into the Guarantee Agreement in order to induce the Lenders to make Loans and the L/C Issuers to issue
Letters of Credit. Section 4.14 of the Guarantee Agreement provides that Holdings or additional Restricted Subsidiaries of the Borrower may become Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form
of this Supplement. The undersigned (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee Agreement in order to induce the Lenders to
make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 
 Accordingly, the Administrative Agent and the New Guarantor agree as follows: 
 SECTION 1. In accordance with Section 4.14 of the Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor
under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it as a Guarantor
thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Security Agreement shall
be deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated herein by reference. 
 SECTION 2. The
New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms. 







 SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart
of this Supplement that bears the signature of the New Guarantor and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of
a manually signed counterpart of this Supplement. 
 SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement
shall remain in full force and effect. 
 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions contained in this Supplement
should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guarantee
Agreement. 
 SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket
expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent. 
  

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 IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this
Supplement to the Guarantee Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW GUARANTOR]
		
	By:	 	  




			
	Name:	 	
	Title:	 	


  

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	LEHMAN COMMERCIAL PAPER INC.,
	as Administrative Agent
		
	By:	 	  




			
	Name:	 	
	Title:	 	


  

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 Exhibit G 
  
  
  
  
  
  
 SECURITY AGREEMENT 
 dated as of 
 October 24, 2006 
 among 
 WEST CORPORATION, 
 THE OTHER GRANTORS IDENTIFIED HEREIN 
 and 
 LEHMAN COMMERCIAL PAPER INC., 
 as Administrative Agent 
  
  
  
  
  







  
 TABLE OF CONTENTS


					
	
	 ARTICLE I
 Definitions


			
	 Section 1.01.
	    	Credit Agreement	  	1
	 Section 1.02.
	    	Other Defined Terms	  	1
	
	 ARTICLE II
 Pledge of Securities


			
	 Section 2.01.
	    	Pledge	  	3
	 Section 2.02.
	    	Delivery of the Pledged Collateral	  	4
	 Section 2.03.
	    	Representations, Warranties and Covenants	  	5
	 Section 2.04.
	    	Certification of Limited Liability Company and Limited Partnership Interests	  	6
	 Section 2.05.
	    	Registration in Nominee Name; Denominations	  	6
	 Section 2.06.
	    	Voting Rights; Dividends and Interest	  	7
	
	 ARTICLE III
 Security Interests in Personal Property


			
	 Section 3.01.
	    	Security Interest	  	9
	 Section 3.02.
	    	Representations and Warranties	  	11
	 Section 3.03.
	    	Covenants	  	12
	 Section 3.04.
	    	Other Actions	  	14
	
	 ARTICLE IV
 Remedies


			
	 Section 4.01.
	    	Remedies Upon Default	  	14
	 Section 4.02.
	    	Application of Proceeds	  	16
	
	 ARTICLE V
 Indemnity, Subrogation and Subordination


			
	 Section 5.01.
	    	Indemnity	  	17
	 Section 5.02.
	    	Contribution and Subrogation	  	17
	 Section 5.03.
	    	Subordination	  	17
	
	 ARTICLE VI
 Miscellaneous


			
	 Section 6.01.
	    	Notices	  	18
	 Section 6.02.
	    	Waivers, Amendment	  	18
	 Section 6.03.
	    	Administrative Agent’s Fees and Expenses; Indemnification	  	18
	 Section 6.04.
	    	Successors and Assigns	  	19

  

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	 Section 6.05.
	    	Survival of Agreement	  	19
	 Section 6.06.
	    	Counterparts; Effectiveness; Several Agreement	  	20
	 Section 6.07.
	    	Severability	  	20
	 Section 6.08.
	    	Right of Set-Off	  	20
	 Section 6.09.
	    	Governing Law; Jurisdiction; Consent to Service of Process	  	21
	 Section 6.10.
	    	WAIVER OF JURY TRIAL	  	21
	 Section 6.11.
	    	Headings	  	22
	 Section 6.12.
	    	Security Interest Absolute	  	22
	 Section 6.13.
	    	Termination or Release	  	22
	 Section 6.14.
	    	Additional Grantors	  	23
	 Section 6.15.
	    	Administrative Agent Appointed Attorney-in-Fact	  	23
	 Section 6.16.
	    	General Authority of the Administrative Agent	  	24
	 Section 6.17.
	    	FCC Licenses	  	24

  

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 Schedules 
  

			
	Schedule I	  	Subsidiary Parties
	Schedule II	  	Pledged Equity, Pledged Debt
	Schedule III	  	Commercial Tort Claims
		
	Exhibits	  	
		
	Exhibit I	  	Form of Security Agreement Supplement
	Exhibit II	  	Form of Perfection Certificate

  

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 SECURITY AGREEMENT dated as of October 24, 2006 among WEST CORPORATION (the
“Borrower”), the other Grantors identified herein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent for the Secured Parties (as defined below) (in such capacity, the “Administrative Agent”). 
 Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among the Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as
Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit
Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the
extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 
 ARTICLE I  
 Definitions 
 SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this
Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term
“instrument” shall have the meaning specified in Article 9 of the New York UCC; provided that, if perfection or the effect of perfection or non-perfection or the priority of the security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof
relating to such perfection, effect of perfection or non-perfection or priority. 
 (b) The rules of
construction specified in Article I of the Credit Agreement also apply to this Agreement. 
 SECTION 1.02. Other Defined
Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “Account
Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account. 
 “Accounts” has the meaning specified in Article 9 of the New York UCC. 







 “Agreement” means this Security Agreement. 
 “Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a). 
 “Claiming Party” has the meaning assigned to such term in Section 5.02. 
 “Collateral” means the Article 9 Collateral and the Pledged Collateral. 
 “Contributing Party” has the meaning assigned to such term in Section 5.02. 
 “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement. 
 “Federal Securities Laws” has the meaning assigned to such term in Section 4.03. 
 “General Intangibles” has the meaning specified in Article 9 of the New York UCC. 
 “Grantor” means the Borrower, each Subsidiary Party and, upon the occurrence of a Holdings Election Event, Holdings.

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

 “Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and
supplemented with the schedules and attachments contemplated thereby, and duly executed by the chief financial officer and the chief legal officer of the Borrower. 
 “Pledged Collateral” has the meaning assigned to such term in Section 2.01. 
 “Pledged Debt” has the meaning assigned to such term in Section 2.01. 
 “Pledged Equity” has the meaning assigned to such term in Section 2.01. 
 “Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or
other documents representing or evidencing any Pledged Collateral. 
 “Secured Obligations” means the
“Obligations” as defined in the Credit Agreement. 
  

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 “Secured Parties” means, collectively, the Administrative Agent, the
Lenders, the Hedge Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement. 
 “Security Agreement Supplement” means an instrument in the form of Exhibit I hereto. 
 “Security Interest” has the meaning assigned to such term in Section 3.01(a). 
 “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other Restricted
Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date. 
 ARTICLE II 

Pledge of Securities 
 SECTION 2.01. Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and
pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all
of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such
Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of
Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under Section 7.03(t)(i) or (ii) of the
Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default,
termination, payment, purchase or repurchase obligation pursuant to the terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management
Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the
Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower,
(H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of
its Equity Interests is excessive in view of the benefits to be obtained

  

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by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded Equity”); (ii)(A) the debt securities owned by it and listed opposite the
name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”);
(iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments
and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and
(ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any
of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). 
 TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and
assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 
 SECTION 2.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Administrative Agent, for the benefit of the Secured Parties,
any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing
Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. 
 (b) Each
Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of $5,000,000 owed to such Grantor by any Person that is evidenced by a duly executed promissory note to be pledged and delivered to the
Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. 
 (c) Upon delivery
to the Administrative Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents
as the Administrative Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments
or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof;
provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. 
  

 4 








 SECTION 2.03. Representations, Warranties and Covenants. Each Grantor jointly
and severally represents, warrants and covenants, as to itself and the other Grantors, to and with the Administrative Agent, for the benefit of the Secured Parties, that: 
 (a) As of the date hereof, Schedule II correctly sets forth the percentage of the issued and outstanding units of each class
of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Collateral and Guarantee Requirement;

 (b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than
the Borrower or a Subsidiary of the Borrower, to the best of such Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and
(ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than the Borrower or a Subsidiary of the Borrower, to the best of the such Grantor’s knowledge), are legal, valid and binding obligations of the
issuers thereof, 
 (c) except for the security interests granted hereunder, each of the Grantors (i) is
and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantors, (ii) holds the same free
and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer
of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit
Agreement and (C) transfers made in compliance with the Credit Agreement, (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however
arising, of all Persons whomsoever; 
 (d) except for restrictions and limitations imposed by (i) the Loan
Documents, (ii) securities laws generally, (iii) customary provisions in joint venture agreements relating to purchase options, rights of first refusal, tag, drag, call or similar rights of a third party that owns Equity Interests in such
joint venture or (iv) rules and regulations promulgated by the Federal Communications Commission and other similar federal and state laws, rules and regulations relating to the telecommunications industry and except (A) as described in the
Perfection Certificate, (B) as described in clauses (iv) through (xi) of Section 7.09 of the

  

 5 








 
Credit Agreement and (C) transactions otherwise permitted by Article VII of the Credit Agreement, the Pledged Collateral is and will continue to be freely transferable and assignable, and
none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any
manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; 
 (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner
hereby done or contemplated; 
 (f) by virtue of the execution and delivery by the Grantors of this Agreement,
when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the
payment and performance of the Secured Obligations; and 
 (g) the pledge effected hereby is effective to vest
in the Administrative Agent, for the benefit of the Secured Parties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein. 
 SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests. No interest in any limited liability company or limited partnership controlled by any Grantor that
constitutes Pledged Equity shall be represented by a certificate unless (i) the limited liability company agreement or partnership agreement expressly provides that such interests shall be a “security” within the meaning of Article 8
of the UCC of the applicable jurisdiction, and (ii) such certificate shall be delivered to the Administrative Agent in accordance with Section 2.02. 
 SECTION 2.05. Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing and the Administrative Agent shall give the Borrower notice of its intent to
exercise such rights, (a) the Administrative Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or
as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Administrative Agent and each Grantor will promptly give to the Administrative Agent copies of any notices or other communications received by it
with respect to Pledged Securities registered in the name of such Grantor and (b) the Administrative Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for
any purpose consistent with this Agreement. 
  

 6 








 SECTION 2.06. Voting Rights; Dividends and Interest. (a) Unless and until
an Event of Default shall have occurred and be continuing and the Administrative Agent shall have notified the Borrower that the rights of the Grantors under this Section 2.06 are being suspended: 
 (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an
owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents. 
 (ii) The Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such
Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to
subparagraph (i) above. 
 (iii) Each Grantor shall be entitled to receive and retain any and all
dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise
paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute
Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or
in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall
not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the Secured Parties and shall be forthwith delivered to
the Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). 
 (b) Upon the occurrence and during the continuance of an Event of Default, after the Administrative Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph
(a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such
rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or

  

 7 








 
other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit
of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably
requested by the Administrative Agent). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be
established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Administrative Agent shall
promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that
remain in such account. 
 (c) Upon the occurrence and during the continuance of an Event of Default, after the
Administrative Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is
entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have
the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise
the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above. 
 (d) Any notice given by the Administrative Agent to the Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may
be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the
Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has
occurred and is continuing. 
  

 8 








 ARTICLE III 
 Security Interests in Personal Property 
 SECTION 3.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the
Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security
Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire
any right, title or interest (collectively, the “Article 9 Collateral”): 
 (i) all Accounts;

 (ii) all Chattel Paper; 
 (iii) all Documents; 
 (iv) all Equipment; 
 (v) all General Intangibles; 
 (vi) all Instruments; 
 (vii) all Inventory; 
 (viii) all Investment Property;

 (ix) all Letter-of-Credit Rights; 
 (x) the Commercial Tort Claims described on Schedule III and on any supplement thereto received by the Administrative Agent
pursuant to Section 3.04(c); 
 (xi) all books and records pertaining to the Article 9 Collateral; and

 (xii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and
all collateral security and guarantees given by any Person with respect to any of the foregoing; 
 provided that notwithstanding
anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles or other assets subject to certificates of title, (B) deposit accounts or securities accounts,
(C) Receivables Management Assets owned by, or owing to, any Person (other than the Borrower or a Restricted Subsidiary) or held in trust for the benefit of any such Person, and the Equity

  

 9 








 
Interests of Excluded Receivables Management Subsidiaries (D) any Excluded Equity, (E) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower
its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest in is excessive in view of the benefits to be obtained by the Lenders, (F) any General Intangible, Investment Property
or other property or rights of a Grantor arising under or evidenced by any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a
valid and enforceable restriction in respect of such General Intangible, Investment Property or other property or rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until
all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other
party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in clause (F) above shall not affect, limit,
restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law,
including the UCC, (G) any license, permit, franchise, authorization, consent, registration or other approval issued by the Federal Communications Commission (or any equivalent state agency) (collectively, the “FCC Licenses”)
held by any Grantor to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed
ineffective by any applicable law, including the UCC or (H) Margin Stock unless the applicable requirements of Regulations T, U and X of the Board of Governors of the Federal Reserve have been satisfied. 
 (b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time
and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all
assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable
jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of
a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. 

 

 10 








 (c) The Security Interest is granted as security only and shall not subject
the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral. 
 SECTION 3.02. Representations and Warranties. Each Grantor jointly and severally represents and warrants, as to itself and the
other Grantors, to the Administrative Agent and the Secured Parties that: 
 (a) Each Grantor has good and valid
rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Administrative Agent the Security Interest in such Article 9 Collateral
pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement. 
 (b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein is correct and complete in all material respects (except the information therein with respect to the exact legal name of
each Grantor shall be correct and complete in all respects) as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the
Administrative Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by
notice from the Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations that are
necessary to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. 
 (c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filings described in
Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political
subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than (i) any Lien that is expressly
permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. 
  

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 (d) The Article 9 Collateral is owned by the Grantors free and clear of any
Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code
or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign
governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of
the Credit Agreement. 
 (e) The only Commercial Tort Claims of any Grantor existing on the Closing Date in
excess of $5,000,000 are those listed on Schedule III which sets forth such information separately for each Grantor. 
 SECTION 3.03. Covenants. (a) The Borrower agrees to notify the Administrative Agent in writing promptly, but in any event within 10 Business Days, after any change (i) in the legal name of any Grantor, (ii) in the
identity or type of organization or corporate structure of any Grantor or (iii) in the jurisdiction of organization of any Grantor. 
 (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest
of the Administrative Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement; provided that, nothing in this Agreement shall prevent any
Grantor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is (x) determined by such Grantor to be desirable in the conduct of its business and (y) permitted by the Credit Agreement.

 (c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal
year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver to the Administrative Agent a certificate executed by the chief financial officer and the chief legal officer of the Borrower setting forth the information
required pursuant to Schedules 1(a), 1(c), 1(e), 1(f) and 2(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered
pursuant to this Section 3.03(c). 
 (d) Each Grantor agrees, on its own behalf and on behalf of each other
Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents

  

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and take all such actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies
created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or
other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $5,000,000 shall be or become evidenced by any promissory note or other instrument, such note
or instrument shall be promptly pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Administrative Agent. 
 (e) At its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security
interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the
extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Administrative Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the
Administrative Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Administrative Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from
the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other
encumbrances and maintenance as set forth herein or in the other Loan Documents. 
 (f) If at any time any
Grantor shall take a security interest in any property of an Account Debtor or any other Person the value of which is in excess of $5,000,000 to secure payment and performance of an Account, such Grantor shall promptly assign such security interest
to the Administrative Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account
Debtor or other Person granting the security interest. 
 (g) Each Grantor (rather than the Administrative Agent
or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the
Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the Secured Parties from and against any and all liability for
such performance. 
  

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 SECTION 3.04. Other Actions. In order to further insure the attachment,
perfection and priority of, and the ability of the Administrative Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9
Collateral: 
 (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments
constituting Collateral and evidencing an amount in excess of $5,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent for the benefit of the Secured Parties, accompanied by such instruments of
transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably request. 
 (b) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities that constitute Collateral, such Grantor shall forthwith endorse, assign and
deliver the same to the Administrative Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably request. 

(c) Commercial Tort Claims. If any Grantor shall at any time commence a suit, action or proceeding with respect to
any Commercial Tort Claim held by it with a value which such Grantor reasonably believes to be of $5,000,000 or more, such Grantor shall notify the Administrative Agent thereof concurrently with the delivery of the Compliance Certificate by the
Company in a writing signed by such Grantor and describing the details thereof and shall grant to the Administrative Agent for the benefit of the Secured Parties in such writing a security interest therein and in the proceeds thereof, all upon the
terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. 
 ARTICLE IV  
 Remedies 
 SECTION 4.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that
the Administrative Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Secured Obligations under the Uniform Commercial Code or other applicable law and also may (i) require each Grantor to,
and each Grantor agrees that it will at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place
and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof
is

  

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assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that
the Administrative Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or
otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of
applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange, for
cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent
shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of
any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter
enacted. 
 The Administrative Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees
is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall
state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will
first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such
sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not
be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public
or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale
of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall
not incur any liability in case any such purchaser or

  

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purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent
permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights
being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a
credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to
purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any
portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a
court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in
Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. 
 Each Grantor irrevocably makes,
constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and
after notice to the Borrower of its intent to exercise such rights, for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check,
draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by
Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Administrative Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses
and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Administrative Agent and shall be additional Secured Obligations secured hereby. 
 SECTION 4.02. Application of Proceeds. The Administrative Agent shall apply the proceeds of any collection or sale of
Collateral, including any Collateral consisting of cash in accordance with Section 8.04 of the Credit Agreement. 
 The
Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.

  

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Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of
the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the
Administrative Agent or such officer or be answerable in any way for the misapplication thereof. 
 ARTICLE V  

 Indemnity, Subrogation and Subordination 
 SECTION 5.01. Indemnity. In addition to all rights of indemnity and subrogation as the Grantors may have under applicable law
(but subject to Section 5.03), the Borrower agrees that, in the event any assets of any Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an Obligation
owed to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. 
 SECTION 5.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other
Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the
Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the
numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case
of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this
Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 
 SECTION 5.03.
Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise
shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations. No failure on the part of the Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

  

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 (b) Each Grantor hereby agrees that upon the occurrence and during the
continuance of an Event of Default and after notice from the Administrative Agent (which notice states that it is delivered pursuant to this Section 5.03(b)), all Indebtedness owed by it to any Subsidiary that is not a Loan Party shall be fully
subordinated to the indefeasible payment in full in cash of the Secured Obligations. 
 ARTICLE VI 
 Miscellaneous 
 SECTION 6.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit
Agreement. All communications and notices hereunder to any Grantor shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement. 
 SECTION 6.02. Waivers, Amendment. (a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of
any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Grantor in any case shall entitle any Grantor to any other or further
notice or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any provision hereof may
be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any
consent required in accordance with Section 10.01 of the Credit Agreement. 
 SECTION 6.03. Administrative
Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 10.04 of
the Credit Agreement. 
  

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 (b) Without limitation of its indemnification obligations under the other
Loan Documents, each Grantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way
relating to or arising out of or in connection with the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, or to
the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or willful misconduct of, or the breach of this Agreement by, such Indemnitee or of any affiliate, director, officer, employee, counsel, agent
or attorney-in-fact of such Indemnitee. 
 (c) Any such amounts payable as provided hereunder shall be
additional Secured Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan
Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made
by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days of written demand therefor. 
 SECTION 6.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit
of their respective successors and assigns. 
 SECTION 6.05. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Grantors hereunder and in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its
behalf and notwithstanding that the Administrative Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall
continue in full force and effect as long as the

  

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principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document (other than (x) obligations under Secured Hedge Agreements not yet due and
payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) is outstanding and unpaid or any Letter of Credit is outstanding (unless cash collateral or other credit support satisfactory to the L/C Issuer
thereof in its sole discretion has been provided) and so long as the Commitments have not expired or terminated. 
 SECTION 6.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. This Agreement shall become effective as to any Grantor when a
counterpart hereof executed on behalf of such Grantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Grantor
and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no
Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit
Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without
affecting the obligations of any other Grantor hereunder. 
 SECTION 6.07. Severability. If any provision of this
Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 6.08. Right of
Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior
notice to any Grantor, any such notice being waived by each Grantor to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and
other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Grantors against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing,
irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and

  

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although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the
applicable Grantor and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender
under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. 
 SECTION 6.09. GOVERNING LAW. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH
GRANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN
RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. 
 SECTION 6.10. WAIVER OF RIGHT TO TRIAL BY JURY.
EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 6.10 WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
  

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 SECTION 6.11. Headings. Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 6.12. Security Interest Absolute. All rights of the Administrative Agent hereunder, the Security Interest, the grant of
a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured
Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement. 
 SECTION 6.13.
Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations under the Loan
Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been paid in full and the Lenders have no further
commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no
further obligations to issue Letters of Credit under the Credit Agreement. 
 (b) A Subsidiary Party shall
automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of
which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the
terms of such consent did not provide otherwise. 
 (c) Upon any sale or other transfer by any Grantor of any
Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security
interest in such Collateral shall be automatically released. 
  

 22 








 (d) In connection with any termination or release pursuant to paragraph (a),
(b) or (c), the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions
reasonably requested by such Grantor to effect such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the
Administrative Agent. 
 SECTION 6.14. Additional Grantors. Pursuant to Section 6.11 of the Credit Agreement,
Holdings and certain Restricted Subsidiaries that (i) are not Excluded Subsidiaries and (ii) were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Grantors upon
the occurrence of a Holdings Election Event or becoming a Restricted Subsidiary that is not an Excluded Subsidiary, as applicable. Upon execution and delivery by the Administrative Agent and Holdings or a Restricted Subsidiary, as applicable, of a
Security Agreement Supplement, Holdings or such Restricted Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the
consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. 
 SECTION 6.15. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent the
attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof at
any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Administrative Agent shall have the right, upon the occurrence and
during the continuance of an Event of Default and notice by the Administrative Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Administrative Agent’s name or in the name of such Grantor
(a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give
receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any
Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in
respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make
payment directly to the Administrative Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with

  

 23 








 
all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent were the
absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency of
any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered
thereby. The Administrative Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or
agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

 SECTION 6.16. General Authority of the Administrative Agent. By acceptance of the benefits of this Agreement and
any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Administrative Agent as its agent hereunder and under such other Collateral Documents,
(b) to confirm that the Administrative Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the
exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take
any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in
this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents. 
 SECTION 6.17. FCC Licenses. Each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default and at the Administrative Agent request, such Grantor will promptly
file, or cause to be filed, such applications for approval with the Federal Communications Commission (or any equivalent state agency) and shall take such other actions reasonably requested by the Administrative Agent to obtain such approvals and
consents as are necessary for the assignment or transfer of control of the FCC Licenses. 
  

 24 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

			
	WEST CORPORATION
	COSMOSIS CORPORATION
	INPULSE RESPONSE GROUP, INC.
	INTERCALL, INC.
	INTRADO COMMUNICATIONS INC.
	INTRADO COMMUNICATIONS OF VIRGINIA INC.
	INTRADO INC.
	NORTHERN CONTACT, INC.
	WEST ASSET MANAGEMENT, INC.
	WEST DIRECT, INC.
	WEST FACILITIES CORPORATION
	WEST INTERACTIVE CORPORATION
	WEST INTERNATIONAL CORPORATION
	WEST RECEIVABLE SERVICES, INC.
	WEST TELEMARKETING CORPORATION II
		
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer
	
	ASSET DIRECT MORTGAGE, LLC
	BUYDEBTCO, LLC
	INTRADO INTERNATIONAL, LLC
	STARGATE MANAGEMENT LLC
	THE DEBT DEPOT, LLC
	WEST ASSET PURCHASING, LLC
	WEST TRANSACTION SERVICES II, LLC
	WEST TRANSACTION SERVICES, LLC



			
		
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Manager



			
	
	ATTENTION FUNDING CORPORATION



			
		
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Treasurer


 [SIGNATURE PAGE TO SECURITY AGREEMENT] 








			
	INTERCALL TELECOM VENTURES, LLC
	By INTERCALL, INC.
	Its sole member
		
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer
	
	WEST BUSINESS SERVICES, LP
	WEST TELEMARKETING, LP
	By WEST TRANSACTION SERVICES, LLC
	Their general partner



			
		
	By:	 	  




			
	Name:	 	Paul M. Mendlik
	Title:	 	Manager


 [SIGNATURE PAGE TO SECURITY AGREEMENT] 








			
	LEHMAN COMMERCIAL PAPER INC.,
	as Administrative Agent
		
	By:	 	  




			
	Name:	 	
	Title:	 	


 [SIGNATURE PAGE TO SECURITY AGREEMENT] 







 Schedule I to 
 the Security Agreement 
 SUBSIDIARY PARTIES 
 Asset Direct Mortgage, LLC 
 Attention Funding
Corporation 
 BuyDebtCo, LLC 
 Cosmosis
Corporation 
 InPulse Response Group, Inc. 
 InterCall Telecom Ventures, LLC 
 InterCall, Inc. 
 Intrado Inc. 
 Intrado Communications Inc. 
 Intrado Communications of Virginia Inc. 
 Intrado
International LLC 
 Northern Contact, Inc. 
 Stargate Management LLC 
 The Debt Depot, LLC 
 West Asset Management, Inc. 
 West Asset Purchasing, LLC 
 West Business Services, LP 
 West Direct, Inc.

 West Facilities Corporation 
 West
Interactive Corporation 
 West International Corporation 
 West Receivable Services, Inc. 
 West Telemarketing, LP 
 West Telemarketing Corporation II 
 West Transaction
Services II, LLC 
 West Transaction Services, LLC 







 Schedule II to 
 the Security Agreement 
 EQUITY INTERESTS 
  

									
	Issuer	  	 Number of
 Certificate
	  	 Registered
 Owner
	  	 Number and
 Class of
 Equity Interest
	  	 Percentage
 of Equity Interests

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  
 DEBT SECURITIES

  

							
	Issuer	  	 Principal
 Amount
	  	Date of Note	  	Maturity Date
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	








 Schedule III to 
 the Security Agreement 
 COMMERCIAL TORT CLAIMS 







 Exhibit I to the 
 Security Agreement 
 SUPPLEMENT NO. - dated as of [—], to the Security Agreement dated as of October 24, 2006, among WEST CORPORATION (the “Borrower”), the Grantors identified therein and LEHMAN COMMERCIAL PAPER INC., as
Administrative Agent. 
 A. Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche
Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. 
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and
the Security Agreement referred to therein. 
 C. The Grantors have entered into the Security Agreement in order to induce the
Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 6.14 of the Security Agreement provides that Holdings or additional Restricted Subsidiaries of the Borrower may become Grantors under the Security Agreement by
execution and delivery of an instrument in the form of this Supplement. The undersigned (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the
Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 
 Accordingly, the Administrative Agent and the New Grantor agree as follows: 
 SECTION 1. In accordance with Section 6.14 of the Security Agreement, the New Grantor by its signature below becomes a Grantor under
the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and
(b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Grantor, as security for the payment and
performance in full of the Secured Obligations, does hereby create and grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the









 
New Grantor’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Grantor. Each reference to a “Grantor” in the Security Agreement
shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein by reference. 
 SECTION 2. The
New Grantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms. 
 SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of
this Supplement that bears the signature of the New Grantor and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement. 
 SECTION 4. The New Grantor hereby represents and warrants that (a) set
forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Grantor and the information required by Schedules II and III to the Security Agreement applicable to it and (b) set forth
under its signature hereto is the true and correct legal name of the New Grantor, its jurisdiction of formation and the location of its chief executive office. 
 SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. 
 SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 8. All communications and notices
hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement. 







 SECTION 9. The New Grantor agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent. 
 IN WITNESS WHEREOF, the New Grantor and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW GRANTOR]
		
	By:	 	  




			
	Name:	 	
	Title:	 	
	
	Legal Name:
	Jurisdiction of Formation:
	Location of Chief Executive office:



			
	
	LEHMAN COMMERCIAL PAPER INC., as Administrative Agent
		
	By:	 	  




			
	Name:	 	
	Title:	 	









 Schedule I 
 to the Supplement No      to the 
 Security Agreement 

LOCATION OF COLLATERAL 
  

			
	Description        	  	Location
		  	
		  	
		  	
		  	
		  	

 EQUITY INTERESTS 
  

									
	Issuer	  	 Number of
 Certificate
	  	 Registered
 Owner
	  	 Number and
 Class of
 Equity Interest
	  	 Percentage
 of Equity Interests

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

 DEBT SECURITIES 
  

							
	Issuer	  	 Principal
 Amount
	  	Date of Note	  	Maturity Date
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	

 COMMERCIAL TORT CLAIMS 







 Exhibit H 
 October 24, 2006 
 To the Administrative Agent 
 and each Lender party to the 
 Credit Agreement
referred to below 
 Ladies and Gentlemen: 
 This opinion is being furnished to you pursuant to the Credit Agreement dated as of October 24, 2006 (the “Credit Agreement”), among West Corporation, a Delaware corporation (the
“Borrower”), each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia
Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. Unless otherwise defined herein, capitalized terms used herein have the meanings set forth in the Credit Agreement. 
 We have acted as special counsel to the Loan Parties (as defined below) in connection with the Credit Agreement, the Guarantee Agreement,
the Security Agreement, the Intellectual Property Security Agreement, the Term Notes, the Revolving Notes (which Agreements and Notes are collectively referred to herein as the “Credit Documents”) and the Mortgages listed on
Schedule I hereto (the “Mortgages”) being delivered today by the Loan Parties under the Credit Agreement. The subsidiaries of the Borrower listed on Schedule II hereto under the heading “Delaware Corporate
Guarantors” are referred to herein as the “Delaware Corporate Guarantors”, under the heading “Delaware LLC Guarantors” are referred to herein as the “Delaware LLC Guarantors”, under the heading
“Delaware LP Guarantors” are referred to herein as the “Delaware LP Guarantors” and are collectively referred to herein as the “Covered Guarantors”. The subsidiaries of the Borrower listed on Schedule
III hereto are referred to herein as the “Other Guarantors”. The Borrower, the Covered Guarantors and the Other Guarantors are referred to herein collectively as the “Loan Parties”. 
 We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents and records and have made
such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates
of officers of the Loan Parties, public officials and other appropriate persons, and on the representations and warranties as to matters of fact and on the covenants as to the application of proceeds contained in the Credit Documents. 
 In rendering the opinions set forth below, we have assumed that (a) each of the Other 








					
	Administrative Agent et al.	 	- 2 -	 	October 24, 2006

 Guarantors (i) is validly existing and in good standing under the laws of its jurisdiction of
organization, (ii) has the power and authority to execute and deliver each of the Credit Documents to which it is a party and to perform its obligations thereunder and (iii) has duly authorized, executed and delivered each of the Credit
Documents to which it is a party, (b) all consents, approvals, licenses or exemptions by, or order or authorization of, or filing, recording or registration with, any governmental authority required to be obtained by the Other Guarantors in
connection with the execution and delivery of the Credit Documents to which each such Person is party or the performance by each such Person of its obligations thereunder have been obtained and made and remain in full force and effect (except with
respect to the Covered Laws (as defined below)), and (c) the execution and delivery by each of the Other Guarantors of each of the Credit Documents to which it is a party and the performance by each such Person of its obligations thereunder
will not violate any law of its jurisdiction of organization or any other applicable laws (except the Covered Laws (as defined below)). 
 The opinions expressed herein are limited to matters governed by the laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the
Delaware Revised Uniform Limited Partnership Act and the federal laws of the United States of America (collectively, the “Covered Laws”) and in the case of paragraph 11 below, Article 9 of the Delaware Uniform Commercial Code
(“Delaware Article 9”). 
 Based upon and subject to the foregoing and subject to the additional qualifications
set forth below, we are of the opinion that: 
 1. Each of the Borrower and the Delaware Corporate Guarantors (a) is a
corporation validly existing and in good standing under the laws of the State of Delaware and (b) has the corporate power and authority to execute, deliver and perform its obligations under each of the Credit Documents and the Mortgages to
which it is a party. Each of the Delaware LLC Guarantors (a) is a limited liability company validly existing and in good standing under the laws of the State of Delaware and (b) has the power and authority under its limited liability
company agreement and the Delaware Limited Liability Company Act to execute, deliver and perform its obligations under each of the Credit Documents to which it is a party. Each of the Delaware LP Guarantors (a) is a limited partnership validly
existing and in good standing under the laws of the state of Delaware and (b) has the power and authority under its partnership agreement and the Delaware Revised Uniform Limited Partnership Act to execute, deliver and perform its obligations
under each of the Credit Documents and the Mortgages to which it is a party. 
 2. Each of the Borrower and the Covered
Guarantors has duly authorized, executed and delivered each of the Credit Documents and the Mortgages to which it is a party. 
 3. Each of the Credit Documents to which each of the Loan Parties is a party constitutes the valid and binding obligation of each such Person as is party thereto and is enforceable against each such Person in accordance with its terms.









					
	Administrative Agent et al.	 	- 3 -	 	October 24, 2006

 4. The execution and delivery by each of the Borrower and the Covered Guarantors of
the Credit Documents and the Mortgages to which such Person is party and the performance by such Person of its obligations thereunder do not violate the certificate of incorporation, by-laws, limited liability company agreement or limited
partnership agreement, as applicable, of such Person. 
 5. The execution and delivery by each of the Loan Parties of the Credit
Documents to which such Person is party and the performance by such Person of its obligations thereunder (a) do not violate any Covered Laws and (b) do not result in a breach of, or constitute a default under, any of the agreements listed
on Schedule IV hereto. 
 6. Except as may be required in order to perfect the Liens contemplated by the Security
Agreement, under the Covered Laws, no consent, approval, license or exemption by, or order or authorization of, or filing, recording or registration with, any governmental authority is required to be obtained by the Loan Parties in connection with
the execution and delivery of the Credit Documents to which each such Person is party or the performance by each such Person of its obligations thereunder. 
 7. We are not representing any Loan Party in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks to enjoin the performance of, the Credit
Documents. 
 8. None of the Loan Parties is an “investment company” within the meaning of the Investment Company Act
of 1940, as amended. 
 9. Neither the making of the Loans under the Credit Agreement, nor the application of the proceeds
thereof as provided in the Credit Agreement, violate Regulations T, U or X of the Board of Governors of the Federal Reserve System as in effect on the date hereof. 
 10. Each of the Security Agreement and the Intellectual Property Security Agreement is effective to create a valid security interest in favor of the Administrative Agent for the benefit of the Secured
Parties in the Collateral described therein as security for the Secured Obligations to the extent that a security interest in such Collateral can be created under Article 9 of the New York Uniform Commercial Code (“New York Article
9”). 
 11. Upon the proper filing of the financing statements attached as Schedule V (collectively, the
“Delaware Financing Statements”) in the office of the Secretary of State of the State of Delaware (the “Delaware Filing Office”), the security interest in the Collateral granted by the Borrower and the Covered
Guarantors under the Security Agreement and the Intellectual Property Security Agreement will be perfected to the extent a security interest in such Collateral can be perfected under Delaware Article 9 by the filing of a financing statement in the
Delaware Filing Office. 








					
	Administrative Agent et al.	 	- 4 -	 	October 24, 2006

 12. Upon the delivery in the State of New York to the Administrative Agent of the
Pledged Equity listed on Schedule VI and the related stock powers pursuant to the Security Agreement and assuming that neither the Administrative Agent nor any of the Secured Parties had “notice of an adverse claim” (as defined in
the New York Uniform Commercial Code) with respect to such Pledged Equity at the time such Pledged Equity is delivered to the Administrative Agent, the respective security interests in such Pledged Equity created in favor of the Administrative Agent
for the benefit of the Secured Parties under the Security Agreement constitute perfected security interests in such Pledged Equity, free of any “adverse claim” (as defined in the New York Uniform Commercial Code). 
 Our opinion that the Credit Documents to which each of the Loan Parties are party constitute the valid and binding obligation of such of the
foregoing Persons as are party thereto, enforceable against each such Person party thereto in accordance with its terms, is subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general
application affecting the rights and remedies of creditors and secured parties, (ii) general principles of equity and (iii) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action
affecting creditor’s rights. 
 The opinions expressed herein do not purport to cover, and we express no opinion with
respect to, the applicability of Section 548 of the federal Bankruptcy Code or any comparable provision of state law. 
 The opinions expressed herein are subject to the qualification that the enforceability of provisions in the Credit Documents providing for indemnification or contribution may be limited by public policy considerations. In addition, we
express no opinion as to (i) the extent to which broadly worded waivers may be enforced, (ii) the enforceability of any provision of the Credit Documents which purports to grant the right of setoff to an affiliate of a lender or a
purchaser of a participation in the loans outstanding thereunder, which permits the exercise of a right of setoff against amounts not then due, or which constitutes a penalty or forfeiture, or (iii) the enforceability of any provision which
provides for conclusive presumptions or determinations, non-effectiveness of oral modifications, powers of attorney, waiver of or consent to service of process and venue, waiver of offset or defenses, or judgment currency. In connection with the
provisions of the Credit Documents whereby the parties submit to the jurisdiction of the courts of the United States of America located in the State of New York, we note the limitations of 28 U.S.C. §§ 1331 and 1332 on subject matter
jurisdiction of the federal courts. 
 In addition, certain provisions contained in the Credit Documents, including the grant of
powers of attorney thereunder, may be unenforceable in whole or in part but the inclusion of such provisions in the Credit Documents does not affect the validity of any of the other provisions thereof, and the remaining provisions of the Credit
Documents are sufficient for the practical realization of the benefits intended to be provided thereby. 
 We further express no
opinion as to the existence of, or as to the title of any Person who









					
	Administrative Agent et al.	 	- 5 -	 	October 24, 2006

 has granted a security interest in any Collateral to, any item of Collateral or (except to the extent
set forth in paragraph 12 above) as to the priority or (except to the extent set forth in paragraphs 11 and 12 above) the perfection of any security interest in the Collateral. We express no opinion with respect to (a) security interests in any
commercial tort claims or (b) security interests in goods which are in accession to, or commingled or processed with other goods to the extent that a security interest is limited by Section 9-336 of any of New York Article 9 or Delaware
Article 9. We call your attention to the fact that your security interest in certain Collateral described in the Security Agreement as security for the Secured Obligations may not be able to be perfected by the filing of financing statements under
Delaware Article 9 and that under certain circumstances set forth in those statutes, the filings referred to in paragraph 11 become ineffective as a result of changes occurring after the date hereof and will terminate after five years after the
original filing date unless appropriate continuation statements are duly filed. In addition, Section 552 of the Bankruptcy Code limits the extent to which property acquired by a debtor after the commencement of a case under the Bankruptcy Code
may be subject to a lien resulting from any security agreement entered into by the debtor before the commencement of the case. 
 We call to your attention that certain Subsidiaries of the Loan Parties may hold licenses, permits, franchises, authorizations, consents, registrations or other approvals (the “Licenses”) issued or granted by the Federal
Communications Commission or any equivalent state agency (collectively, the “Communications Authorities”) and that provisions of the Credit Documents purport to grant to, and create in favor of, the Administrative Agent, security
interests in the assets and Equity Interests of such Subsidiaries. We note that the remedial rights, powers and remedies under the Credit Documents with respect to such assets and Equity Interests may be subject to federal and state laws, rules and
regulations pertaining to the Licenses, including, without limitation, the Communications Act of 1934, as amended, including the Telecommunications Act of 1996 and, where applicable, the published rules, regulations, decisions and orders of the
Communications Authorities (collectively, the “Communications Laws”) and to the consent, approval, license or authorization of, or filing, registration or application with, the Communications Authorities or any other federal, state
or other regulatory authority pursuant to Communications Laws (collectively, the “Communications Approvals”). We express no opinion as to the effect on the opinions expressed herein of the requirements, applications or effects of
Communications Laws or Communications Approvals with respect to the transfer, whether direct or indirect, of the Licenses or any rights or interests therein (including the transfer of such assets or Equity Interests), including the validity of any
such transfer or the effect upon the Licenses, pursuant to the exercise of the remedial rights, powers and remedies under the Credit Documents, and our opinions with respect to such matters are limited to the New York Uniform Commercial Code.









					
	Administrative Agent et al.	 	- 6 -	 	October 24, 2006

 This opinion is being furnished only to the addressees and is solely for their
benefit and the benefit of their assignees permitted by the Credit Agreement who become parties to the Credit Agreement in accordance with the terms thereof. This opinion may not be relied upon for any other purpose or by any other Person, without
our prior written consent. 
 Very truly yours, 
  
 Ropes & Gray LLP 







 Schedule I 
 Mortgages 
  

	1.	Deed of Trust by West Business Services, LP with respect to 10940 Laureate Drive, San Antonio, Texas, USA. 

  

	2.	Deed of Trust by West Business Services, LP with respect to 11330 IH-10, #1000, #2000, #3000 and #5000, San Antonio, Texas, USA. 

  

	3.	Mortgage by West Telemarketing, LP with respect to 5031 Commercial Park Circle, Pensacola, Florida, USA. 

  

	4.	Deed of Trust by West Corporation with respect to 11808 Miracle Hills Drive, Omaha, Nebraska, USA. 

  

	5.	Deed of Trust by West Corporation with respect to 11650 Miracle Hills Drive, Omaha, Nebraska, USA. 








 Schedule II 
 Covered Guarantors 
 Delaware Corporate Guarantors 
 Attention Funding Corporation 
 InterCall, Inc.

 Intrado Inc. 
 Intrado Communications
Inc. 
 Northern Contact, Inc. 
 West
Asset Management, Inc. 
 West Direct, Inc. 
 West Facilities Corporation 
 West Interactive Corporation 
 West International Corporation 
 West Receivable Services Inc. 
 West Telemarketing Corporation II 
 Delaware LLC
Guarantors 
 Asset Direct Mortgage, LLC 
 InterCall Telecom Ventures, LLC 
 Intrado International, LLC 
 The Debt Depot, LLC 
 West Transaction Services, LLC 
 West Transaction Services II, LLC 
 Delaware LP
Guarantors 
 West Business Services, LP 
 West Telemarketing, LP 







 Schedule III 
 Other Guarantors 
 BuyDebtCo, LLC 
 Cosmosis Corporation 
 InPulse Response Group, Inc.

 Intrado Communications of Virginia Inc. 
 Stargate Management LLC 
 West Asset Purchasing, LLC 







 Schedule IV 
 Material Agreements 
  

	1.	Indenture, dated as of October 24, 2006, among West Corporation, the Guarantors party thereto and The Bank of New York, as trustee, relating to the 11% Senior
Subordinated Notes due 2016. 

  

	2.	Indenture, dated as of October 24, 2006, among West Corporation, the Guarantors party thereto and The Bank of New York, as trustee, relating to the 9 1/2% Senior
Notes due 2014. 

  

	3.	Senior Subordinated Notes Registration Rights Agreement, dated as of October 24, 2006, among West Corporation, the Guarantors party thereto and the Initial
Purchasers. 

  

	4.	Senior Notes Registration Rights Agreement, dated as of October 24, 2006, among West Corporation, the Guarantors party thereto and the Initial Purchasers.


  

	5.	Management Agreement, dated as of October 24, 2006, among Omaha Acquisition Corp., West Corporation, Quadrangle Advisors II LLC and THL Managers VI, LLC.









 Schedule V 
 Delaware Financing Statements 







 Schedule VI 
 Pledged Equity 
  

											
	 Issuer
	  	 Record Owner
	  	 Class of Security
	  	Stock
Certificate
No.	  	No. of
Securities	  	% of
Outstanding
	 Attention Funding Corporation
	  	West Asset Management, Inc.	  	Common Stock	  	3	  	1,000	  	100%
	 Cosmosis Corporation
	  	Intrado Inc.	  	Common Stock	  	1	  	100	  	100%
	 InPulse Response Group, Inc.
	  	West Telemarketing, LP	  	Common Stock	  	8	  	1,305,000	  	100%
	 InterCall, Inc.
	  	West Corporation	  	Common Stock	  	96	  	10,000	  	100%
	 Intrado Inc.
	  	West Corporation	  	Common Stock	  	W6198	  	10,000	  	100%
	 Intrado Communications Inc.
	  	Intrado Inc.	  	Common Stock	  	1	  	1,000	  	100%
	 Intrado Communications of Virginia, Inc.
	  	Intrado Communications Inc.	  	Common Stock	  	1	  	1,000	  	100%
	 Northern Contact, Inc.
	  	West Telemarketing, LP	  	Common Stock	  	1, 2	  	20,000	  	100%
	 West Direct, Inc.
	  	West Corporation	  	Common Stock	  	1	  	10,000	  	100%
	 West Facilities Corporation
	  	West Corporation	  	Common Stock	  	1	  	10,000	  	100%
	 West Interactive Corporation
	  	West Corporation	  	Common Stock	  	1	  	10,000	  	100%
	 West International Corporation
	  	West Corporation	  	Common Stock	  	1	  	10,000	  	100%
	 West Receivable Services, Inc.
	  	West Corporation	  	Common Stock	  	1	  	10,000	  	100%
	 West Telemarketing Corporation II
	  	West Telemarketing, LP	  	Common Stock	  	2	  	10,000	  	100%








 Exhibit I 
  
  
  
  
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 dated as of 
 October 24, 2006 
 among 
 WEST CORPORATION, 
 THE OTHER GRANTORS IDENTIFIED HEREIN 
 and 
 LEHMAN
COMMERCIAL PAPER INC., 
 as Administrative Agent 
  
  
  
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	
	ARTICLE I
	
	Definitions
			
	 SECTION 1.01.
	  	Credit Agreement	  	1
	 SECTION 1.02.
	  	Other Defined Terms	  	1
	
	ARTICLE II
	
	Security Interests
	 SECTION 2.01.
	  	Security Interest	  	4
	 SECTION 2.02.
	  	Representations And Warranties	  	5
	 SECTION 2.03.
	  	Covenants	  	7
	 SECTION 2.04.
	  	As To Intellectual Property Collateral	  	9
	
	ARTICLE III
	
	Remedies
	 SECTION 3.01.
	  	Remedies Upon Default	  	10
	 SECTION 3.02.
	  	Application Of Proceeds	  	12
	 SECTION 3.03.
	  	Grant Of License To Use Intellectual Property	  	12
	
	ARTICLE IV
	
	Indemnity, Subrogation and Subordination
	 SECTION 4.01.
	  	Indemnity	  	12
	 SECTION 4.02.
	  	Contribution And Subrogation	  	13
	 SECTION 4.03.
	  	Subordination	  	13
	
	 ARTICLE V

	
	Miscellaneous
	 SECTION 5.01.
	  	Notices	  	13
	 SECTION 5.02.
	  	Waivers; Amendment	  	13
	 SECTION 5.03.
	  	Administrative Agent’s Fees And Expenses; Indemnification	  	14
	 SECTION 5.04.
	  	Successors And Assigns	  	15
	 SECTION 5.05.
	  	Survival Of Agreement	  	15








 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
			
	 SECTION 5.06.
	  	Counterparts; Effectiveness; Several Agreement	  	15
	 SECTION 5.07.
	  	Severability	  	16
	 SECTION 5.08.
	  	Right Of Set-Off	  	16
	 SECTION 5.09.
	  	Governing Law; Jurisdiction; Consent To Service Of Process	  	16
	 SECTION 5.10.
	  	Waiver Of Jury Trial	  	17
	 SECTION 5.11.
	  	Headings	  	17
	 SECTION 5.12.
	  	Security Interest Absolute	  	17
	 SECTION 5.13.
	  	Termination Or Release	  	17
	 SECTION 5.14.
	  	Additional Grantors	  	18
	 SECTION 5.15.
	  	General Authority Of The Administrative Agent	  	19
	 SECTION 5.16.
	  	Administrative Agent Appointed Attorney-In-Fact	  	19








 Schedules 
  

			
	Schedule I	 	Subsidiary Parties
	Schedule II	 	Intellectual Property

 Exhibits 
  

			
	Exhibit I	  	Form of Supplement
	Exhibit II	  	Form of Short Form Intellectual Property Agreement

  







 INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of October 24, 2006, among WEST
CORPORATION (the “Borrower”), the other Grantors identified herein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent for the Secured Parties (as defined below) (in such capacity, the “Administrative Agent”).

 Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among the Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of
America, N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set
forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Subsidiary Parties are affiliates of the Borrower, will derive
substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as
follows: 
 ARTICLE I 
 Definitions 
 SECTION 1.01. Credit Agreement.
(a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings
specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC. 
 (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “Agreement” means this Intellectual Property Security Agreement. 
 “Claiming Party” has the meaning assigned to such term in Section 4.02. 
 “Collateral” has the meaning assigned to such term in Section 2.01. 
 “Contributing
Party” has the meaning assigned to such term in Section 4.02. 







 “Copyright License” means any written agreement, now or hereafter in
effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any
third party, and all rights of such Grantor under any such agreement. 
 “Copyrights” means all of the
following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all
registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings and pending applications for registration in the United States Copyright Office, including those
registrations listed on Schedule II. 
 “Credit Agreement” has the meaning assigned to such term in the
preliminary statement of this Agreement. 
 “Grantor” means each of the Parent, if any, the Borrower and each
Subsidiary Party. 
 “Intellectual Property” means all United States or foreign intellectual and similar
property of every kind and nature now owned or hereafter acquired by any Grantor, including, without limitation, inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary and technical and business
information, know-how or other similar data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and
records describing or used in connection with, any of the foregoing and all rights to sue at law or in equity for any infringement or other violation thereof, including the right to receive all proceeds and damages therefrom. 
 “Intellectual Property Collateral” means Collateral consisting of Intellectual Property. 
 “Intellectual Property Security Agreement Supplement” means an instrument in the form of Exhibit I hereto. 
 “License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement with
regard to Intellectual Property to which any Grantor is a party, including those listed on Schedule II. 
 “New
York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. 
 “Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or

  

 2 








 
that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any
third party, is in existence, and all rights of any Grantor under any such agreement. 
 “Patents” means all
of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of
the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office, including those registrations and applications listed on
Schedule II, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or
claimed therein. 
 “Proceeds” has the meaning specified in Section 9-102 of the New York UCC.

 “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the
Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement. 
 “Security Interest” has the meaning assigned to such term in Section 2.01(a). 
 “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other
Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date. 
 “Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to
license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement. 
 “Trademarks” means all of the following: (a) all trademarks, service marks, trade names, corporate names, company names, and other source or business identifiers, trade dress, logos,
designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and
registration applications in the United States Patent and Trademark Office, including those registrations and applications listed on Schedule II, (b) all extensions and renewals thereof and (c) all goodwill of the business associated
therewith or symbolized thereby. 
  

 3 








 ARTICLE II 
 Security Interests 
 SECTION 2.01. Security Interest.
(a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Senior Guarantees, each Grantor hereby pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured
Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the
following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

 (i) all Copyrights; 
 (ii) all Patents; 
 (iii) all Trademarks; 
 (iv) all Licenses; 
 (v) all other Intellectual Property; and 
 (vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any
Person with respect to any of the foregoing; 
 provided that notwithstanding anything to the contrary in this Agreement, this Agreement
shall not constitute a grant of a security interest in any Intellectual Property of a Grantor arising under or evidenced by any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest
therein would (x) constitute a violation of a valid and enforceable restriction in respect of such Intellectual Property in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and
until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any
other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided, however, that the limitation set forth in this proviso above shall not affect,
limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable
law, including the UCC. 
 Notwithstanding any provision of this Agreement to the contrary, the Security Interest shall not
include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the

  

 4 








 
grant and/or enforcement of such Security Interest, including, without limitation, all United States Trademark applications that are based on an intent-to-use, unless and until such time that the
grant and/or enforcement of the Security Interest will not affect the status or validity of such Trademark 
 (b) Each Grantor
hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof
and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such
Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. 
 The Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office
(or any successor office) a short form intellectual property agreement in the form attached hereto as Exhibit II and such other documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting
the Security Interest granted by each Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. Upon reasonable request, each Grantor agrees to promptly execute and deliver or otherwise authenticate
such documents. 
 (c) The Security Interest is granted as security only and shall not subject the Administrative Agent or any
other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. 
 SECTION 2.02. Representations and Warranties. Each Grantor jointly and severally represents and warrants, as to itself and the other Grantors, to the Administrative Agent and the Secured
Parties that: 
 (a) Each Grantor has good and valid rights in and title to the Collateral with respect to which it has
purported to grant a Security Interest hereunder and has full power and authority to grant to the Administrative Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with
the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained. 
 (b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein is correct and complete in all material respects (except the information therein with
respect to the exact legal name of each Grantor shall be correct and complete in all respects) as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings,
recordings or registrations prepared by the Administrative Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or other

  

 5 








 
office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or
registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office
in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the
benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no
further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor
represents and warrants that fully executed agreements in the form hereof and containing descriptions of all Collateral consisting of Intellectual Property with respect to United States issued Patents (and Patents for which United States
applications are pending), United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Administrative Agent for recording by
the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, to protect the validity of and to
establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of registrations or applications for registration of Patents and
Trademarks, and registrations for Copyrights, to the extent to which a security interest may be perfected by filing, recording or registration of such interest in the United States, and, to the Grantors’ knowledge, no further or subsequent
filing, refiling, recording, rerecording, registration or reregistration is necessary (other than (a) such filings or other actions as are required under the Uniform Commercial Code and (b) such actions as are necessary to perfect the
Security Interest with respect to any Collateral consisting of registrations or applications for registration of Patents and Trademarks, and registrations for Copyrights, acquired or developed after the date hereof). 
 (c) The Security Interest constitutes (i) a legal and valid security interest in all the Collateral securing the payment and
performance of the Obligations, including the Guarantees, (ii) subject to the filings described in Section 2.02(b), a perfected security interest in all Collateral to the extent to which a security interest may be perfected by filing,
recording or registering a financing statement or analogous document in the United States pursuant to the Uniform Commercial Code and (iii) a security interest that shall be perfected in all Patents, Trademarks and Copyrights to the extent to
which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three-month period (commencing as of the
date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof)

  

 6 








 
pursuant to 17 U.S.C. § 205. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than (i) any nonconsensual Lien that is expressly
permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. 
 (d) The Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01
of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral, (ii) any
assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in
which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security
agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. 
 SECTION 2.03. Covenants. (a) The Borrower agrees to notify the Administrative Agent in writing promptly, but in any event within 10 days, after any change (i) in the legal name of
any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor. 
 (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to material Collateral against all Persons and to defend the Security Interest of the
Administrative Agent in such material Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement; provided that nothing in this Agreement shall prevent any Grantor from
disposing of or discontinuing the operation or maintenance of any of its assets or properties if such disposal or discontinuance is (x) determined by such Grantor to be desirable in the conduct of its business and not materially adverse to the
Lenders and (y) permitted by the Credit Agreement. 
 (c) Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver to the Administrative Agent a certificate executed by the chief financial officer and the chief legal officer of
the Borrower setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f) and 2(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the
date of the most recent certificate delivered pursuant to this Section 2.03(c). 
 (d) Each Grantor agrees, on its own
behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take

  

 7 








 
all such actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created
hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith
or therewith; provided, however that the delivery or recordation of recordable security documents in non-U.S. jurisdictions is not required. If any amount payable under or in connection with any of the Collateral that is in excess of
$2,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, duly endorsed in a manner
reasonably satisfactory to the Administrative Agent. 
 Without limiting the generality of the foregoing, each Grantor hereby
authorizes the Administrative Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule II or adding additional schedules hereto to specifically identify any asset or item that may constitute
registered Copyrights, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 10 days after it has been notified by the Administrative Agent of the specific identification of such Collateral, to advise
the Administrative Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its commercially reasonable efforts to take such action
as shall be necessary in order that all representations and warranties hereunder shall be true and correct in all material respects with respect to such Collateral within 30 days after the date it has been notified by the Administrative Agent
of the specific identification of such Collateral. 
 (e) At its option, the Administrative Agent may discharge past due taxes,
assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of
the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement within a reasonable period of time after the Administrative Agent has requested that it do so, and each Grantor jointly and severally
agrees to reimburse the Administrative Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Administrative Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as
excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens,
security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents. 
 (f) Each
Grantor (rather than the Administrative Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each
contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the Secured Parties from
and against any and all liability for such performance. 
  

 8 








 SECTION 2.04. As to Intellectual Property Collateral. (a) Except to the
extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each
Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority located in the United States, to
(i) maintain the validity and enforceability of any registered Intellectual Property Collateral (or applications therefor) necessary for the conduct of its business and maintain such Intellectual Property Collateral in full force and effect and
(ii) pursue the registration and maintenance of each material Patent, Trademark, or Copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor that is necessary for the conduct of
such Grantor’s business, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental
authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or
extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. 
 (b) Except as could not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit
to do any act whereby any of its material Intellectual Property Collateral that is necessary for the conduct of its business is reasonably likely to lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case
of a trade secret, lose its competitive value); provided that nothing in this Agreement shall prevent any Grantor from disposing of or discontinuing the operation or maintenance of any of its assets or properties if such disposal or
discontinuance is (x) determined by such Grantor to be desirable in the conduct of its business and not materially adverse to the Lenders and (y) permitted by the Credit Agreement. 
 (c) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property Collateral after the Closing
Date (“After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill
symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. 
  


 9 








 (d) Once every fiscal quarter of the Borrower, with respect to issued or registered Patents
(or published applications therefor), registered Trademarks (or applications therefor), and registered Copyrights, in each case to the extent such Patents, Trademarks and Copyrights are registered in the United States, each Grantor shall sign and
deliver to the Administrative Agent an appropriate Intellectual Property Security Agreement with respect to all applicable Intellectual Property owned by it as of the last day of such period, to the extent that such Intellectual Property is not
covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or reasonably desirable
recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. 
 (e) Nothing in this
Agreement prevents any Grantor from discontinuing the use or maintenance of any or its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such
discontinuance is desirable in the conduct of its business. 
 ARTICLE III 
 Remedies 
 SECTION 3.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Administrative Agent on demand, and it is agreed that the
Administrative Agent shall have the right, at the same or different times, with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or
all such Collateral by the applicable Grantors to the Administrative Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms
and conditions and in such manner as the Administrative Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and, generally, to exercise any and all rights
afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject
to the mandatory requirements of applicable law and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale, for cash, upon credit or for future
delivery as the Administrative Agent shall deem appropriate. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the
extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Notwithstanding the foregoing, unless and
until a “Statement of Use” or an “Amendment to Allege Use” has been filed and accepted in the United States Patent and Trademark Office, it is agreed that the Administrative Agent’s right to assign, transfer or convey

  

 10 








 
any Trademark Collateral for which an application is pending under Section 1(b) of the Lanham Act, 15 U.S.C. § 1051(b), or any of its successors or counterparts, shall only be exercised
if any such assignment, transfer or conveyance occurs in connection with the transfer of the business (or the portion of the business) to which such Trademark Collateral pertains and is made to the successor of that business. 
 The Administrative Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable
notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state
the time and place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such
sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to
make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale
or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any
part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law,
private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby
waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the
purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral
or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject
thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein
conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the
New York UCC or its equivalent in other jurisdictions. 
  

 11 








 SECTION 3.02. Application of Proceeds. The Administrative Agent shall apply the
proceeds of any collection or sale of Collateral, including any Collateral consisting of cash in accordance with Section 8.04 of the Credit Agreement. 
 The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the
Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication
thereof. 
 SECTION 3.03. Grant of License to Use Intellectual Property. In addition to the Administrative
Agent’s rights in Section 3.01 hereof, for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights
and remedies, each Grantor shall, upon request by the Administrative Agent at any time after and during the continuance of an Event of Default, grant to the Administrative Agent a nonexclusive license to the extent that granting such license is
permitted by applicable law and under the terms of each License, to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned, used or hereafter acquired or used by such Grantor, and wherever the same may be
located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the
Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in
accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. 
 ARTICLE IV

 Indemnity, Subrogation and Subordination 
 SECTION 4.01. Indemnity. In addition to all rights of indemnity and subrogation as the Grantors may have under applicable law
(but subject to Section 4.03), the Borrower agrees that in the event any assets of any Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an obligation owed
to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold. 
  

 12 








 SECTION 4.02. Contribution and Subrogation. Each Subsidiary Party (a
“Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other
Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book
value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Grantors
on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any
payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 
 SECTION 4.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 4.01 and 4.02 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Grantor to make the payments required
by Sections 4.01 and 4.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain
liable for the full amount of the obligations of such Grantor hereunder. 
 (b) Each Grantor hereby agrees that upon the
occurrence and during the continuance of an Event of Default and after notice from the Administrative Agent (which notice states that it is delivered pursuant to this Section 4.03(b)), all Indebtedness owed by it to any Subsidiary that is not a
Loan Party shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. 
 ARTICLE V 

Miscellaneous 
 SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and
notices hereunder to any Grantor shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement. 
 SECTION 5.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan
Document shall

  

 13 








 
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Grantor in any case shall entitle any
Grantor to any other or further notice or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any
provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement. 
 SECTION 5.03.
Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in
Section 10.04 of the Credit Agreement. 
 (b) Without limitation of its indemnification obligations under the other Loan
Documents, each Grantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way
relating to or arising out of or in connection with the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, or to
the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or willful misconduct of, or the breach of this Agreement by, such Indemnitee or of any affiliate, director, officer, employee, counsel, agent
or attorney-in-fact of such Indemnitee. 
 (c) Any such amounts payable as provided hereunder shall be additional Obligations
secured hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall remain operative and in full

  

 14 








 
force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the
invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 5.03
shall be payable within 10 days of written demand therefor. 
 SECTION 5.04. Successors and Assigns. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Administrative
Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Grantors hereunder and in the other Loan Documents and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document (other
than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) is outstanding and unpaid or any Letter of Credit is outstanding (unless cash
collateral or other credit support satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and so long as the Commitments have not expired or terminated. 
 SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original
executed counterpart of this Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have
been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Grantor and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the
Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and
any such assignment or transfer shall be void) except as

  

 15 








 
expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified,
supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. 
 SECTION 5.07. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions. 
 SECTION 5.08. Right of Set-Off. In addition to any rights and remedies of the Lenders
provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to any Grantor, any such notice being waived by each
Grantor to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its
Affiliates to or for the credit or the account of the respective Grantor against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have
made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the applicable Grantor
and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this
Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. 
 Section 5.09. GOVERNING LAW. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE,
AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE

  

 16 








 
JURISDICTION OF THOSE COURTS. EACH GRANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. 
 SECTION 5.10. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION 6.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 SECTION 5.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 5.12. Security Interest
Absolute. All rights of the Administrative Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of
(a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the
time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other
circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement. 
 SECTION 5.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations
when all the

  

 17 








 
outstanding Secured Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and
(z) contingent indemnification obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support
satisfactory to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. 
 (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such
Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary;
provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. 
 (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the
effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

 (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Administrative Agent shall
execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect
such release, including delivery of certificates, securities and instruments. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Administrative Agent. 
 SECTION 5.14. Additional Grantors. Pursuant to Section 6.11 of the Credit Agreement, Holdings and certain Restricted
Subsidiaries that (i) are not Excluded Subsidiaries and (ii) were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Grantors upon the occurrence of a Holdings
Election Event or becoming a Restricted Subsidiary that is not an Excluded Subsidiary, as applicable. Upon execution and delivery by the Administrative Agent and Holdings or a Restricted Subsidiary, as applicable, of a Security Agreement Supplement,
Holdings or such Restricted Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor
hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. 
  

 18 








 SECTION 5.15. General Authority of the Administrative Agent. By acceptance of
the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Administrative Agent as its agent hereunder and under
such other Collateral Documents, (b) to confirm that the Administrative Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral
Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto,
(c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or
thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents. 
 SECTION 5.16. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent the
attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof at
any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Administrative Agent shall have the right, upon the occurrence and
during the continuance of an Event of Default and notice by the Administrative Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Administrative Agent’s name or in the name of such Grantor
(a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give
receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; to send verifications of Accoutns Receivable to any Account
Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of
any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly
to the Administrative Agent, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to
make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or
the moneys due or to become due in respect thereof or any property covered

  

 19 








 
thereby. The Administrative Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and
neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or that of any of their Affiliates, directors,
officers, employees, counsel, agents or attorneys-in-fact. 
  

 20 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

			
	 WEST CORPORATION

	COSMOSIS CORPORATION
	INPULSE RESPONSE GROUP, INC.
	INTERCALL, INC.
	INTRADO COMMUNICATIONS INC.
	INTRADO COMMUNICATIONS OF VIRGINIA INC.
	INTRADO INC.
	NORTHERN CONTACT, INC.
	WEST ASSET MANAGEMENT, INC.
	WEST DIRECT, INC.
	WEST FACILITIES CORPORATION
	WEST INTERACTIVE CORPORATION
	WEST INTERNATIONAL CORPORATION
	WEST RECEIVABLE SERVICES, INC.
	WEST TELEMARKETING CORPORATION II
	
	By:                                       
                          
	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer
	
	ASSET DIRECT MORTGAGE, LLC
	BUYDEBTCO, LLC
	INTRADO INTERNATIONAL, LLC
	STARGATE MANAGEMENT LLC
	THE DEBT DEPOT, LLC
	WEST ASSET PURCHASING, LLC
	WEST TRANSACTION SERVICES II, LLC
	WEST TRANSACTION SERVICES, LLC
	
	By:                                       
                          
	Name:	 	Paul M. Mendlik
	Title:	 	Manager
	
	ATTENTION FUNDING CORPORATION
	
	By:                                       
                          
	Name:	 	Paul M. Mendlik
	Title:	 	Treasurer


 [SIGNATURE PAGE TO IP SECURITY AGREEMENT] 








			
	INTERCALL TELECOM VENTURES, LLC
	By INTERCALL, INC.
	Its sole member
	
	By:                                       
                          
	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer
	
	WEST BUSINESS SERVICES, LP
	WEST TELEMARKETING, LP
	By WEST TRANSACTION SERVICES, LLC
	Their general partner
	
	By:                                       
                          
	Name:	 	Paul M. Mendlik
	Title:	 	Manager


 [SIGNATURE PAGE TO IP SECURITY AGREEMENT] 








			
	LEHMAN COMMERCIAL PAPER INC.,
	as Administrative Agent
		
	By:	 	  

	Name:
	Title:


 [SIGNATURE PAGE TO IP SECURITY AGREEMENT] 







 Schedule I to the 
 Intellectual Property 
 Security Agreement 
 SUBSIDIARY PARTIES 
 Asset Direct
Mortgage, LLC 
 Attention Funding Corporation 
 BuyDebtCo, LLC 
 Cosmosis Corporation 
 InPulse Response Group, Inc. 
 InterCall Telecom Ventures, LLC 
 InterCall, Inc. 
 Intrado Inc. 
 Intrado Communications Inc. 
 Intrado Communications of Virginia Inc. 
 Intrado International LLC 
 Northern Contact, Inc.

 Stargate Management LLC 
 The Debt
Depot, LLC 
 West Asset Management, Inc. 
 West Asset Purchasing, LLC 
 West Business Services, LP 
 West Direct, Inc. 
 West Facilities Corporation 
 West Interactive Corporation 
 West International
Corporation 
 West Receivable Services, Inc. 
 West Telemarketing, LP 
 West Telemarketing Corporation II 
 West Transaction Services II, LLC 
 West Transaction Services, LLC 







 Schedule II to the 
 Intellectual Property 
 Security Agreement 
 U.S. COPYRIGHTS OWNED BY [NAME OR GRANTOR] 
 [Make a separate page of Schedule II for each Grantor and state if no copyrights are owned. List in numerical order by Registration No.] 
 U.S. Copyright Registrations 
  

					
	Title	 	Reg. No.	 	Author
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	









 2 
  

 PATENTS OWNED BY [NAME OF GRANTOR] 
 [Make a separate page of Schedule II for each Grantor and state if no patents are owned. List in numerical order by Patent No./Patent Application No.]

 U.S. Patent Registrations 
  

			
	Patent Numbers	 	Issue Date
		 	
		 	
		 	
		 	
		 	

 U.S. Patent Applications 
  

			
	Patent Application No.	 	Filing Date
		 	
		 	
		 	
		 	
		 	
		 	
		 	
		 	









 3 
  

 TRADEMARK/TRADE NAMES OWNED BY [NAME OF GRANTOR] 
 [Make a separate page of Schedule II for each Grantor and state if no trademarks/trade names are owned. List in numerical order by trademark
registration/application no.] 
 U.S. Trademark Registrations 
  

					
	Mark	 	Reg. Date	 	Reg. No.
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	

 U.S. Trademark Applications 
  

					
	Mark	 	Filing Date	 	Serial No.








 Exhibit I to the 
 Intellectual Property 
 Security Agreement 
 SUPPLEMENT NO.      dated as of, to the Intellectual Property Security Agreement dated as of October 24,
2006, among WEST CORPORATION (the “Borrower”), the other Grantors identified therein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent. 
 A.  Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
the Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National
Association and General Electric Capital Corporation, as Co-Documentation Agents. 
 B.  Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Intellectual Property Security Agreement referred to therein. 
 C.  The Grantors have entered into the Intellectual Property Security Agreement in order to induce the Lenders to make Loans and
the L/C Issuers to issue Letters of Credit. Section 5.14 of the Intellectual Property Security Agreement provides that Holdings or additional Restricted Subsidiaries of the Borrower may become Grantors under the Intellectual Property Security
Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor
under the Intellectual Property Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously
issued. 
 Accordingly, the Administrative Agent and the New Grantor agree as follows: 
 SECTION 1.  In accordance with Section 5.14 of the Intellectual Property Security Agreement, the New Grantor by its signature
below becomes a Grantor under the Intellectual Property Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Intellectual
Property Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date
hereof. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured
Parties, their successors and assigns, a security interest in and lien on all of the New Grantor’s right, title and interest in and to the Collateral (as defined in the Intellectual Property Security Agreement) of the New Grantor. Each
reference to a “Grantor” in the Intellectual Property Security Agreement shall be deemed to include the New Grantor. The Intellectual Property Security Agreement is hereby incorporated herein by reference. 








 2 
  

 SECTION 2.  The New Grantor represents and warrants to the Administrative Agent
and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 
 SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this Supplement that bears the
signature of the New Grantor and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of
this Supplement. 
 SECTION 4.  The New Grantor hereby represents and warrants that (a) set forth on
Schedule I attached hereto is a true and correct schedule of any and all Patents, Trademarks and Copyrights of the New Grantor and (b) set forth under its signature hereto, is the true and correct legal name of the New Grantor, its
jurisdiction of formation and the location of its chief executive office. 
 SECTION 5.  Except as expressly
supplemented hereby, the Intellectual Property Security Agreement shall remain in full force and effect. 
 SECTION
6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained
herein and in the Intellectual Property Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 8.  All communications and notices
hereunder shall be in writing and given as provided in Section 5.01 of the Intellectual Property Security Agreement. 








 3 
  

 SECTION 9.  The New Grantor agrees to reimburse the Administrative Agent for its
reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent. 
 IN WITNESS WHEREOF, the New Grantor and the Administrative Agent have duly executed this Supplement to the Intellectual Property Security
Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW GRANTOR]
		
	By:	 	  

	Name:
	Title:
	
	Legal Name:
	Jurisdiction of Formation:
	Location of Chief Executive office:
	
	 LEHMAN COMMERCIAL PAPER INC., 
 as Administrative Agent

		
	By:	 	  

	Name:
	Title:









 Schedule I to the 
 Supplement No      to 
 the Intellectual Property

 Security Agreement 
 U.S. COPYRIGHTS OWNED BY [NAME OR GRANTOR] 
 [Make a separate page of Schedule II for each
Grantor and state if no copyrights are owned. List in numerical order by Registration No.] 
 U.S. Copyright Registrations

  

					
	Title	 	Reg. No.	 	Author
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	








 PATENTS OWNED BY [NAME OF GRANTOR] 
 [Make a separate page of Schedule II for each Grantor and state if no patents are owned. List in numerical order by Patent No./Patent Application No.]

 U.S. Patent Registrations 
  

			
	Patent Numbers	 	Issue Date
		 	
		 	
		 	
		 	
		 	

 U.S. Patent Applications 
  

			
	Patent Application No.	 	Filing Date
		 	
		 	
		 	
		 	
		 	
		 	
		 	
		 	








 TRADEMARK/TRADE NAMES OWNED BY [NAME OF GRANTOR] 
 [Make a separate page of Schedule II for each Grantor and state if no trademarks/trade names are owned. List in numerical order by trademark
registration/application no.] 
 U.S. Trademark Registrations 
  

					
	Mark	 	Reg. Date	 	Reg. No.
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	

 U.S. Trademark Applications 
  

					
	Mark	 	Filing Date	 	Serial No.
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	

 Exclusive inbound Trademark Licenses 







 Exhibit II to the 
 Intellectual Property 
 Security Agreement 
 FORM OF SHORT FORM INTELLECTUAL PROPERTY AGREEMENT 
 [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of                     
        , 20    , by each of the entities listed on the signature pages hereof [or that becomes a party hereto pursuant to Section 5.14 (Additional Grantors) of the
IP Security Agreement referred to below] (each a “Grantor” and, collectively, the “Grantors”), in favor of Lehman Commercial Paper Inc., as administrative agent (in such capacity, the “Administrative
Agent”). 
 W i t n e s s e t h: 
 WHEREAS, pursuant to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among West Corporation (the “Borrower”), each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as
Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents; 
 WHEREAS, the Grantors other than the Borrower are party to the Senior Guaranty pursuant to which they have guaranteed the Obligations; and 
 WHEREAS, all the Grantors are party to an Intellectual Property Security Agreement of even date herewith in favor of the Administrative Agent (the “IP Security Agreement”)
pursuant to which the Grantors are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make
their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent as follows: 
 SECTION 1. Defined Terms 
 Unless otherwise defined herein, terms defined in the
Credit Agreement or in the IP Security Agreement and used herein have the meaning given to them in the Credit Agreement or the IP Security Agreement. 
 SECTION 2. Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral 
 Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, hereby mortgages, pledges and
hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under
the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”): 
  

 1 








 [(a)        all of its Copyrights, including,
without limitation, those U.S. Copyright registrations and applications referred to on Schedule I hereto; and 
 (b)         all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future infringement of any Copyright.] 
 or 
 [(a)        all of its Patents, including, without limitation, those U.S. Patent registrations and applications referred to on Schedule I hereto; 
 (b)         all reissues, continuations or continuations-in-part of the foregoing; and

 (c)         all Proceeds of the foregoing, including, without limitation, any
claim by Grantor against third parties for past, present or future infringement of any Patent.] 
 or 
 [    (a)         all of its Trademarks, including, without limitation,
those U.S. Trademark registrations and applications referred to on Schedule I hereto; 
 (b)         all goodwill of the business connected with the use of, and symbolized by, each Trademark; and 
 (c)         all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, future
(i) infringement or dilution of any Trademark or (ii) injury to the goodwill associated with any Trademark. 
 Notwithstanding any
provision of this Trademark Security Agreement to the contrary, the grant of security interest hereunder does not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of
such security interest, including, without limitation, all U.S. Trademark applications that are based on an intent-to-use, unless and until such time that the grant and/or enforcement of the security interest will not affect the status or validity
of such Trademark.] 
 SECTION 3. IP Security Agreement 
 The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the
security interest granted to the Administrative Agent pursuant to the IP Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. The Administrative Agent and each Grantor intend that
this [Copyright] [Patent] [Trademark] Security

  

 2 








 
Agreement is for recordation purposes only and its terms shall not modify the applicable terms and conditions of the IP Security Agreement, which govern the Administrative Agent’s interest
in the [Copyright] [Patent] [Trademark] Collateral. 
 [SIGNATURE PAGES FOLLOW]

  

 3 








 IN WITNESS WHEREOF, each Grantor has caused
this [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above. 
  

					
	 [GRANTOR],
 as Grantor
	 	
			
	By:	 	  
	 	



			
	Name:	 	
	Title:	 	


 ACCEPTED AND AGREED 
 as of the date first above written: 
  

					
	 LEHMAN COMMERCIAL PAPER INC.,
 as Administrative Agent

			
	By:	 	  
	 	


			
	Name:	 	
	Title:	 	

 [SIGNATURE PAGE TO
[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT] 







 Schedule I 
 to 
 [Copyright] [Patent] [Trademark] Security
Agreement 
 [Copyright] [Patent] [Trademark] Registrations 
  
 INCLUDE ONLY U.S. REGISTERED INTELLECTUAL PROPERTY 
  

	[A.	REGISTERED COPYRIGHTS 

 [Include
Copyright Registration Number and Date]] 
  

	[A.	REGISTERED PATENTS 

  

	B.	PATENT APPLICATIONS] 

  

	[A.	REGISTERED TRADEMARKS 

  

	B.	TRADEMARK APPLICATIONS] 

 [SIGNATURE PAGE TO [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT] 







 EXHIBIT J 
 [FORM OF] 
 PREPAYMENT OPTION NOTICE 
  

	To:	[Each Term Lender under the Credit Agreement (as defined below)] 

 [Date] 
 Ladies and Gentlemen: 
 Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among West Corporation, as Borrower, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the “Administrative Agent”)
and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 The Administrative Agent
hereby gives you notice pursuant to Section 2.05(b) of the Credit Agreement that the Borrower has offered to prepay your Term Loans in an amount equal to
$                     (the “Prepayment Amount”) on
                         (the “Prepayment Date”). To accept payment of the Prepayment Amount, please
return the attached Acceptance in the form of Annex I hereto to the Administrative Agent by 1:00 p.m. (New York time) on the Business Day before the Prepayment Date. 
  

			
	LEHMAN COMMERCIAL PAPER INC.
	
	By:                                       
                               
	Name:	 	
	Title:	 	









 Annex I to 
 Prepayment Option Notice 
 ACCEPTANCE 
 Reference is made to the Prepayment Option Notice, dated as of
                     , 20     delivered by the Administrative Agent (as defined below) to the undersigned in
connection with the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among West Corporation, as Borrower, each Lender from time to time
party thereto, Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swing Line Lender, Deutsche Bank Securities Inc. and Banc of America, N.A., as Syndication Agents, and Wachovia
Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Prepayment Option Notice or the
Credit Agreement, as applicable. 
 The undersigned Term Lender hereby accepts the Borrower’s offer to prepay the Term
Loans in an amount equal to the percentage of the Prepayment Amount set forth below on the Prepayment Date pursuant to Section 2.05(b) of the Credit Agreement. 
 Percentage of Prepayment Amount Accepted:       % 
  

					
	[TERM LENDER]	 	
		
	By:                                       
                 	 	
	Name:	 		 	
	Title:	 		 	


  

 2 








 EXHIBIT K 
 FORM OF LENDER ADDENDUM 
 Reference is made to the Credit Agreement dated as of
October 24, 2006 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among West Corporation, as Borrower (the “Borrower”), each Lender from time to time party
thereto, Lehman Commercial Paper Inc., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank,
National Association and General Electric Capital Corporation, as Co-Documentation Agents. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

 Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.23 of the Credit
Agreement, the undersigned hereby becomes a Lender thereunder having the Commitments set forth in Schedule 1 hereto, effective as of the Closing Date. 
 THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 







 IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed
and delivered by their proper and duly authorized officers as of this      day of October, 2006. 
  

			
	  

	[Name of Lender]
		
	By:	 	  

		 	Name:
		 	Title:


 SIGNATURE PAGE TO LENDER ADDENDUM 







 Accepted and agreed: 
  

			
	WEST CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:
	
	 LEHMAN COMMERCIAL PAPER INC., as
   Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:

 [SIGNATURE PAGE TO LENDER
ADDENDUM] 







 Schedule 1 
 COMMITMENTS AND NOTICE ADDRESS 
  

							
	1.	  	Name of Lender:	  	  
	  	
		  	Notice Address:	  	  
	  	
		  		  	  
	  	
		  		  	  
	  	
		  	Attention:	  	  
	  	
		  	Telephone:	  	  
	  	
		  	Facsimile:	  	  
	  	
			
	2.	  	Revolving Credit Commitment:	  	
			
	3.	  	Term Commitment:	  	








 Exhibit L 
  
  
  
 [FORM OF] 
 MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT 
 AND FINANCING STATEMENT 
 From 
 [WEST
CORPORATION] 
 To 
 LEHMAN COMMERCIAL PAPER INC. 
  
  
 Dated:
October     , 2006 
 Premises: [City], [State] 
                          County 
  
  
     THIS INSTRUMENT IS TO BE INDEXED AS BOTH A MORTGAGE AND A FIXTURE FILING FILED AS A FINANCING STATEMENT 
  
  
  
  
  







 THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FINANCING STATEMENT dated as of October     , 2006 (this “Mortgage”), by [WEST CORPORATION], a [Delaware corporation], having an office at
[                    ] (the “Mortgagor”), to LEHMAN COMMERCIAL PAPER INC., a Delaware corporation, having an office at 745 Seventh
Avenue, New York, New York 10019 (the “Mortgagee”) as Administrative Agent for the Secured Parties (as such terms are defined below). 
 WITNESSETH THAT: 
 Reference is made to (i) the Credit Agreement dated as of
even date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Mortgagor, as Borrower (the “Borrower”), Mortgagee, as Administrative Agent (the
“Administrative Agent”), Deutsche Bank Securities Inc. and Bank of America, N.A. as syndication agents, Wachovia Capital Markets, LLC and General Electric Capital Corporation as Co-Documentation Agents and the several financial
institutions and other entities from time to time parties thereto (collectively, the “Lenders”), (ii) the Guaranty (as defined in the Credit Agreement),and (iii) the Security Agreement (as defined in the Credit Agreement).
Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement. 
 In the Credit
Agreement, (i) the Lenders have agreed to make term loans (the “Term Loans”) and revolving credit loans (the “Revolving Loans”) to the Borrower, (ii) the Swingline Lender has agreed to make swingline loans
to the Borrower (the “Swing Line Loans”, together with Term Loans and Revolving Loans, the “Loans”) and (iii) the L/C Issuers have issued or agreed to issue from time to time Letters of Credit for the account
of the Borrower, in each case pursuant to, upon the terms, and subject to the conditions specified in, the Credit Agreement. Amounts paid in respect of Term Loans may not be reborrowed. Subject to the terms of the Credit Agreement, the Borrowers may
borrow, prepay and reborrow Revolving Loans. The Credit Agreement provides that the sum of the principal amount of the Loans and the Letters of Credit from time to time outstanding and secured hereby shall not exceed
$[            ]. 
 [Mortgagor is an indirect wholly owned
Subsidiary of West Corporation, a Delaware corporation (“West”), and will derive substantial benefit from the making of the Loans by the Lenders and the issuance of the Letters of Credit by the L/C Issuers. In order to induce the
Lenders to make Loans and the L/C Issuers to issue Letters of Credit, the Mortgagor has agreed to guarantee, among other things, the due and punctual payment and performance of all of the obligations of the Borrowers under the Credit Agreement
pursuant to the terms of the Guaranty and the Security Agreement.] 
 The obligations of the Lenders to make Loans and of
the L/C Issuers to issue Letters of Credit are conditioned upon, among other things, the execution and delivery by the Mortgagor of this Mortgage in the form hereof to secure the Secured Obligations (as defined in the Security Agreement).

  

 2 








 Pursuant to the requirements of the Credit Agreement, the Mortgagor is granting this
Mortgage to create a lien on and a security interest in the Mortgaged Property (as hereinafter defined) to secure the performance and payment by the Mortgagor of the Secured Obligations (as defined in the Security Agreement). The Credit Agreement
also requires the granting by other Loan Parties of mortgages, deeds of trust and/or deeds to secure debt (the “Other Mortgages”) that create liens on and security interests in certain real and personal property other than the
Mortgaged Property to secure the performance of the Secured Obligations (as defined in the Security Agreement). 
 Granting
Clauses 
 NOW, THEREFORE, IN CONSIDERATION OF the foregoing and in order to secure the due and punctual payment and
performance of the Secured Obligations (as defined in the Security Agreement) for the benefit of the Secured Parties (as defined in the Security Agreement), Mortgagor hereby grants, conveys, mortgages, assigns and pledges to the Mortgagee, WITH
MORTGAGE COVENANTS, a mortgage lien on and a security interest in all of Mortgagor’s right, title, and interest in and to, all the following described property (the “Mortgaged Property”) whether now owned or held or hereafter
acquired: 
 (1) the land more particularly described on Exhibit A hereto (the
“Land”), together with all rights appurtenant thereto, including the easements over certain other adjoining land granted by any easement agreements, covenant or restrictive agreements and all air rights, mineral rights, water
rights, oil and gas rights and development rights, if any, relating thereto, and also together with all of the other easements, rights, privileges, interests, hereditaments and appurtenances thereunto belonging or in any way appertaining and all of
the estate, right, title, interest, claim or demand whatsoever of Mortgagor therein and in the streets and ways adjacent thereto, either in law or in equity, in possession or expectancy, now or hereafter acquired (the “Premises”);

 (2) all buildings, improvements, structures, paving, parking areas, walkways and landscaping now or
hereafter erected or located upon the Land, and all fixtures of every kind and type affixed to the Premises or attached to or forming part of any structures, buildings or improvements and replacements thereof now or hereafter erected or located upon
the Land (the “Improvements”); 
 (3) subject to the terms of the Security Agreement, all
apparatus, movable appliances, building materials, equipment, fittings, furnishings, furniture, machinery and other articles of tangible personal property of every kind and nature, and replacements thereof, now or at any time hereafter placed upon
or used in any way in connection with the use, enjoyment, occupancy or operation of the Improvements or the Premises, including all of Mortgagor’s books and records relating thereto and including all pumps, tanks, goods, machinery, tools,
equipment, lifts (including fire sprinklers and alarm systems, fire prevention or control systems, cleaning rigs, air conditioning, heating, boilers, refrigerating, electronic monitoring, water, loading, unloading, lighting, power, sanitation, waste
removal, entertainment, communications, computers, recreational, window or structural, maintenance, truck or car repair and all

  

 3 








 
other equipment of every kind), restaurant, bar and all other indoor or outdoor furniture (including tables, chairs, booths, serving stands, planters, desks, sofas, racks, shelves, lockers and
cabinets), bar equipment, glasses, cutlery, uniforms, linens, memorabilia and other decorative items, furnishings, appliances, supplies, inventory, rugs, carpets and other floor coverings, draperies, drapery rods and brackets, awnings, venetian
blinds, partitions, chandeliers and other lighting fixtures, freezers, refrigerators, walk-in coolers, signs (indoor and outdoor), computer systems, cash registers and inventory control systems, and all other apparatus, equipment, furniture,
furnishings, and articles used in connection with the use or operation of the Improvements or the Premises, it being understood that the enumeration of any specific articles of property shall in no way result in or be held to exclude any items of
property not specifically mentioned (the property referred to in this subparagraph (3), the “Personal Property”); 
 (4) subject to the terms of the Security Agreement, all general intangibles owned by Mortgagor and relating to design, development, operation, management and use of the Premises or the Improvements,
all certificates of occupancy, zoning variances, building, use or other permits, approvals, authorizations and consents obtained from and all materials prepared for filing or filed with any governmental agency in connection with the development,
use, operation or management of the Premises and Improvements, all construction, service, engineering, consulting, leasing, architectural and other similar contracts concerning the design, construction, management, operation, occupancy and/or use of
the Premises and Improvements, all architectural drawings, plans, specifications, soil tests, feasibility studies, appraisals, environmental studies, engineering reports and similar materials relating to any portion of or all of the Premises and
Improvements, and all payment and performance bonds or warranties or guarantees relating to the Premises or the Improvements, all to the extent assignable (the “Permits, Plans and Warranties”); 
 (5) all now or hereafter existing leases or licenses (under which Mortgagor is landlord or licensor) and subleases
(under which Mortgagor is sublandlord), concession, management, mineral or other agreements of a similar kind that permit the use or occupancy of the Premises or the Improvements for any purpose in return for any payment, or the extraction or taking
of any gas, oil, water or other minerals from the Premises in return for payment of any fee, rent or royalty (collectively, “Leases”), and all agreements or contracts for the sale or other disposition of all or any part of the
Premises or the Improvements, now or hereafter entered into by Mortgagor, together with all charges, fees, income, issues, profits, receipts, rents, revenues or royalties payable thereunder (“Rents”); 
 (6) except as may be provided to the contrary in the Credit Agreement, all real estate tax refunds and all proceeds of
the conversion, voluntary or involuntary, of any of the Mortgaged Property into cash or liquidated claims (“Proceeds”), including Proceeds of insurance maintained by the Mortgagor and condemnation awards, any awards that may become
due by reason of the taking by eminent domain or any transfer in lieu thereof of the whole or any part of the Premises or Improvements or any rights appurtenant thereto, and any awards for change of grade of streets, together with any and all moneys
now

  

 4 








 
or hereafter on deposit for the payment of real estate taxes, assessments or common area charges levied against the Mortgaged Property, unearned premiums on policies of fire and other insurance
maintained by the Mortgagor covering any interest in the Mortgaged Property or required by the Credit Agreement; and 
 (7) all extensions, improvements, betterments, renewals, substitutes and replacements of and all additions and appurtenances to, the Land, the Premises, the Improvements, the Personal Property, the Permits, Plans and Warranties and the
Leases, hereinafter acquired by or released to the Mortgagor or constructed, assembled or placed by the Mortgagor on the Land, the Premises or the Improvements, and all conversions of the security constituted thereby, immediately upon such
acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further mortgage, deed of trust, conveyance, assignment or other act by the Mortgagor, all of which shall become subject
to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by the Mortgagor and specifically described herein. 
 provided that notwithstanding anything to the contrary in this Mortgage, this Mortgage shall not constitute a grant of a security interest in any general intangible, investment property or other
such rights of a Mortgagor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable
restriction in respect of such general intangible, investment property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any governmental authority, unless and until all required consents shall
have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any
such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided however, that the limitation set forth above shall not affect, limit, restrict or impair the grant by Mortgagor of a
security interest pursuant to this Mortgage in any such Mortgaged Property to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC. Mortgagor shall, if
requested to do so by the Mortgagee, use commercially reasonably efforts to obtain any such required consent that is reasonably obtainable with respect to Mortgaged Property which the Mortgagee reasonably determines to be material. 
 TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee, its successors and assigns, for the ratable benefit of the Secured Parties,
forever, subject only to permitted encumbrances pursuant to Section 7.01 of the Credit Agreement (“Permitted Encumbrances”). 
  

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 ARTICLE I 
 Representations, Warranties and Covenants of Mortgagor 
 Mortgagor agrees,
covenants, represents and/or warrants as follows: 
 SECTION 1.01. Title, Mortgage Lien. (a) Mortgagor has
good and marketable fee simple title to the Mortgaged Property, subject only to Permitted Encumbrances. 
 (b) This Mortgage and
the Uniform Commercial Code Financing Statements described in Section 1.08 of this Mortgage, when duly recorded in the public records identified in [the Perfection Certificate] (as defined in the Security Agreement) will create a valid,
perfected and enforceable lien upon and security interest in all of the Mortgaged Property to the extent perfection can be obtained by filing uniform commercial code financing statements. 
 (c) Mortgagor will forever warrant and defend its title to the Mortgaged Property, the rights of Mortgagee therein under this Mortgage and
the validity and priority of the lien of this Mortgage thereon against the claims of all persons and parties except those having rights under Permitted Encumbrances to the extent of those rights. 
 SECTION 1.02. Credit Agreement. This Mortgage is given pursuant to the Credit Agreement. Mortgagor expressly covenants and
agrees to pay when due, and to timely perform, and to cause the other Loan Parties to pay when due, and to timely perform, the Secured Obligations (as defined in the Security Agreement) in accordance with the terms of the Loan Documents. 

SECTION 1.03. Maintenance of Mortgaged Property. Mortgagor will maintain the Improvements and the Personal Property in the
manner required by the Credit Agreement. 
 SECTION 1.04. Insurance. If any portion of Improvements constituting
part of the Mortgaged Property is located in an area identified as a special flood hazard area by Federal Emergency Management Agency or other applicable agency, Mortgagor will purchase flood insurance in an amount satisfactory to Mortgagee, but in
no event less than the maximum limit of coverage available under the National Flood Insurance Act of 1968, as amended. 
 SECTION 1.05. Casualty Condemnation/Eminent Domain. Mortgagor shall give Mortgagee prompt written notice of any casualty or other damage to the Mortgaged Property or any proceeding for the taking of the Mortgaged Property or
any portion thereof or interest therein under power of eminent domain or by condemnation or any similar proceeding in accordance with, and to the extent required by, the Credit Agreement. Any Net Cash Proceeds received by or on behalf of the
Mortgagor in respect of any such casualty, damage or taking shall be applied in accordance with the Credit Agreement. 
 SECTION
1.06. Assignment of Leases and Rents. (a) Mortgagor hereby irrevocably and absolutely grants, transfers and assigns all of its right, title and interest in all Leases, together with any and all extensions and renewals thereof for
purposes of securing and discharging the performance by Mortgagor of the Secured Obligations. Mortgagor has not assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to
anyone other than Mortgagee. 
  

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 (b) All Leases entered into by Mortgagor after the date hereof shall be subordinate to the
lien of this Mortgage. Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this Mortgage. 
 (c) Subject to Section 1.06(d), Mortgagor has assigned and transferred to Mortgagee all of Mortgagor’s right, title and interest
in and to the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended that this assignment establish, subject to Section 1.06(d), an absolute transfer and assignment of all Rents
and all Leases to Mortgagee and not merely to grant a security interest therein. Subject to Section 1.06(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession of any of the Mortgaged Property personally
or by receiver as provided herein) operate the Mortgaged Property and rent, lease or let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as Mortgagee shall, in its sole discretion,
determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. 
 (d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under Section 1.06(c), and Mortgagor shall receive and collect the Rents
accruing under any Lease; but after the happening and during the continuance of any Event of Default, Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or
attorneys for such purpose and for the operation and maintenance thereof. Mortgagor hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon
any notice of a claimed Event of Default sent by Mortgagee to any such tenant or any of such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation or right to inquire as to whether an Event of Default
actually exists and even if some notice to the contrary is received from the Mortgagor, who shall have no right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of such
tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in
interest shall have received written notice from Mortgagee that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or any of its successors in interest.

 (e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the
Mortgaged Property. In addition, so long as it does not enter or take actual possession of the Mortgaged Property, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by
any tenant, or others, for any dangerous or defective conditions of any of the Mortgaged Property, for negligence in the management, upkeep, repair or control of any of the Mortgaged Property or any other act or omission by any other person.

  

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 (f) Mortgagor shall furnish to Mortgagee, within 30 days after a request by Mortgagee
to do so, a written statement containing the names of all tenants, subtenants and concessionaires of the Premises or Improvements, the terms of any Lease, the space occupied and the rentals and/or other amounts payable thereunder. 
 SECTION 1.07. Security Agreement. This Mortgage is both a mortgage of real property and a grant of a security interest in
personal property, and shall constitute and serve as a “Security Agreement” within the meaning of the uniform commercial code as adopted in the state wherein the Premises are located (“UCC”). Mortgagor has hereby granted
unto Mortgagee a security interest in and to all the Mortgaged Property described in this Mortgage that is not real property, and simultaneously with the recording of this Mortgage, Mortgagor has filed or will file UCC financing statements, and will
file continuation statements prior to the lapse thereof, at the appropriate offices in the jurisdiction of formation of the Mortgagor to perfect the security interest granted by this Mortgage in all the Mortgaged Property that is not real property
to the extent perfection can be obtained by the filing of UCC financing statements. Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact and agent, for Mortgagor and in its name, place and stead, in any and all capacities, to
execute any document and to file the same in the appropriate offices (to the extent it may lawfully do so), and to perform each and every act and thing reasonably requisite and necessary to be done to perfect the security interest contemplated by
the preceding sentence. Mortgagee shall have all rights with respect to the part of the Mortgaged Property that is the subject of a security interest afforded by the UCC in addition to, but not in limitation of, the other rights afforded Mortgagee
hereunder. Notwithstanding any other provision in this Mortgage, in the event of any conflict between the provisions of this Mortgage and the Security Agreement, the provisions of the Security Agreement shall control. 
 SECTION 1.08. Filing and Recording. Mortgagor will cause this Mortgage, the UCC financing statements referred to in
Section 1.07, any other security instrument creating a security interest in or evidencing the lien hereof upon the Mortgaged Property and each UCC continuation statement and instrument of further assurance to be filed, registered or recorded
and, if necessary, refiled, rerecorded and reregistered, in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to perfect the lien hereof upon, and the security interest of
Mortgagee in, the Mortgaged Property until this Mortgage is terminated and released in full in accordance with Section 3.04 hereof. Mortgagor will pay all filing, registration and recording fees, all Federal, state, county and municipal
recording, documentary or intangible taxes and other taxes, duties, imposts, assessments and charges, and all reasonable expenses incidental to or arising out of or in connection with the execution, delivery and recording of this Mortgage, UCC
continuation statements any mortgage supplemental hereto, any security instrument with respect to the Personal Property, Permits, Plans and Warranties and Proceeds or any instrument of further assurance. 
 SECTION 1.09. Further Assurances. Upon request by Mortgagee, Mortgagor will, at the cost of Mortgagor and without expense to
Mortgagee, do, execute, acknowledge and deliver all such further acts,

  

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deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Mortgagee shall from time to time reasonably require for the better assuring, conveying, assigning,
transferring and confirming unto Mortgagee the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee, or for carrying out the
intention or facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage, and on demand, Mortgagor will also execute and deliver and hereby appoints Mortgagee as its true and lawful
attorney-in-fact and agent, for Mortgagor and in its name, place and stead, in any and all capacities, to execute and file to the extent it may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments
reasonably requested by Mortgagee to evidence more effectively the lien hereof upon the Personal Property and to perform each and every act and thing reasonably requested to be done to accomplish the same. 
 SECTION 1.10. Additions to Mortgaged Property. All right, title and interest of Mortgagor in and to all extensions,
improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by or released to Mortgagor or constructed, assembled or placed by Mortgagor upon the Premises or
the Improvements, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case without any further mortgage,
conveyance, assignment or other act by Mortgagor, shall become subject to the lien and security interest of this Mortgage as fully and completely and with the same effect as though now owned by Mortgagor and specifically described in the grant of
the Mortgaged Property above, but at any and all times Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as Mortgagee may reasonably require for the purpose of
expressly and specifically subjecting the same to the lien and security interest of this Mortgage. 
 SECTION 1.11. No
Claims Against Mortgagee. Nothing contained in this Mortgage shall constitute any consent or request by Mortgagee, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in
respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as
would permit the making of any claim against Mortgagee in respect thereof. 
 SECTION 1.12. Fixture Filing.
(a) Certain portions of the Mortgaged Property are or will become “fixtures” (as that term is defined in the UCC) on the Land, and this Mortgage, upon being filed for record in the real estate records of the county wherein such
fixtures are situated, shall operate also as a financing statement filed as a fixture filing in accordance with the applicable provisions of said UCC upon such portions of the Mortgaged Property that are or become fixtures. 
 (b) The real property to which the fixtures relate is described in Exhibit A attached hereto. The record owner of the real property
described in Exhibit A attached hereto is Mortgagor. The name, type of organization and jurisdiction of organization of the debtor for purposes of this financing statement are the name, type of

  

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organization and jurisdiction of organization of the Mortgagor set forth in the first paragraph of this Mortgage, and the name of the secured party for purposes of this financing statement is the
name of the Mortgagee set forth in the first paragraph of this Mortgage. The mailing address of the Mortgagor/debtor is the address of the Mortgagor set forth in the first paragraph of this Mortgage. The mailing address of the Mortgagee/secured
party from which information concerning the security interest hereunder may be obtained is the address of the Mortgagee set forth in the first paragraph of this Mortgage. Mortgagor’s organizational identification number is 04-2480843.

 ARTICLE II 
 Defaults and Remedies 
 SECTION 2.01. Events of Default. Any Event of Default under the Credit
Agreement (as such term is defined therein) shall constitute an Event of Default under this Mortgage. 
 SECTION 2.02.
Demand for Payment. If an Event of Default shall occur and be continuing, then, upon written demand of Mortgagee, Mortgagor will pay to Mortgagee all amounts due hereunder, and under the Credit Agreement, the Guaranty and the Security
Agreement and such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable attorneys’ fees, disbursements and expenses incurred by Mortgagee, and Mortgagee shall be entitled and empowered to
institute an action or proceedings at law or in equity for the collection of the sums so due and unpaid, to prosecute any such action or proceedings to judgment or final decree, to enforce any such judgment or final decree against Mortgagor and to
collect, in any manner provided by law, all moneys adjudged or decreed to be payable. 
 SECTION 2.03. Rights To Take
Possession, Operate and Apply Revenues. (a) If an Event of Default shall occur and be continuing, Mortgagor shall, upon demand of Mortgagee, forthwith surrender to Mortgagee actual possession of the Mortgaged Property and, if and to the
extent not prohibited by applicable law, Mortgagee itself, or by such officers or agents as it may appoint, may then enter and take possession of all the Mortgaged Property without the appointment of a receiver or an application therefor, exclude
Mortgagor and its agents and employees wholly therefrom, and have access to the books, papers and accounts of Mortgagor. 
 (b)
If Mortgagor shall for any reason fail to surrender or deliver the Mortgaged Property or any part thereof after such demand by Mortgagee, Mortgagee may to the extent not prohibited by applicable law, obtain a judgment or decree conferring upon
Mortgagee the right to immediate possession or requiring Mortgagor to deliver immediate possession of the Mortgaged Property to Mortgagee, to the entry of which judgment or decree Mortgagor hereby specifically consents. Mortgagor will pay to
Mortgagee, upon demand, all reasonable expenses of obtaining such judgment or decree, including reasonable compensation to Mortgagee’s attorneys and agents; and all such expenses and compensation shall, until paid, be secured by this Mortgage.

  

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 (c) Upon every such entry or taking of possession, Mortgagee may, to the extent not
prohibited by applicable law, hold, store, use, operate, manage and control the Mortgaged Property, conduct the business thereof and, from time to time, (i) make all necessary and proper maintenance, repairs, renewals, replacements, additions,
betterments and improvements thereto and thereon, (ii) purchase or otherwise acquire additional fixtures, personalty and other property, (iii) insure or keep the Mortgaged Property insured, (iv) manage and operate the Mortgaged
Property and exercise all the rights and powers of Mortgagor to the same extent as Mortgagor could in its own name or otherwise with respect to the same, or (v) enter into any and all agreements with respect to the exercise by others of any of
the powers herein granted Mortgagee, all as may from time to time be directed or determined by Mortgagee to be in its best interest and Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact and agent, for Mortgagor and in its
name, place and stead, in any and all capacities, to perform any of the foregoing acts. Mortgagee may collect and receive all the Rents, issues, profits and revenues from the Mortgaged Property, including those past due as well as those accruing
thereafter, and, after deducting (i) all expenses of taking, holding, managing and operating the Mortgaged Property (including compensation for the services of all persons employed for such purposes), (ii) the costs of all such
maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions, (iii) the costs of insurance, (iv) such taxes, assessments and other similar charges as Mortgagee may at its option pay,
(v) other proper charges upon the Mortgaged Property or any part thereof and (vi) the compensation, expenses and disbursements of the attorneys and agents of Mortgagee, Mortgagee shall apply the remainder of the moneys and proceeds so
received pursuant to Section 2.08. 
 (d) Whenever, before any sale of the Mortgaged Property under Section 2.06, all
Secured Obligations that are then due shall have been paid and all Events of Default fully cured, Mortgagee will surrender possession of the Mortgaged Property back to Mortgagor, its successors or assigns. The same right of taking possession shall,
however, arise again if any subsequent Event of Default shall occur and be continuing. 
 SECTION 2.04. Right To Cure
Mortgagor’s Failure to Perform. Should Mortgagor fail in the payment, performance or observance of any term, covenant or condition required by this Mortgage or the Credit Agreement (with respect to the Mortgaged Property), Mortgagee may
with notice to Mortgagor pay, perform or observe the same, and all payments made or costs or expenses incurred by Mortgagee in connection therewith shall be secured hereby and shall be, within 10 days of demand repaid by Mortgagor to Mortgagee.
Mortgagee shall be the judge using reasonable discretion of the necessity for any such actions and of the amounts to be paid. Mortgagee is hereby empowered to enter and to authorize others to enter upon the Premises or the Improvements or any part
thereof for the purpose of performing or observing any such defaulted term, covenant or condition without having any obligation to so perform or observe and without thereby becoming liable to Mortgagor, to any person in possession holding under
Mortgagor or to any other person. 
  

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 SECTION 2.05. Right to a Receiver. If an Event of Default shall occur and be
continuing, Mortgagee, upon application to a court of competent jurisdiction, shall be entitled as a matter of right to the appointment of a receiver to take possession of and to operate the Mortgaged Property and to collect and apply the Rents. The
receiver shall have all of the rights and powers permitted under the laws of the state wherein the Mortgaged Property is located. Mortgagor shall pay to Mortgagee within 10 days of demand all reasonable expenses, including receiver’s fees,
reasonable attorney’s fees and disbursements, costs and agent’s compensation incurred pursuant to the provisions of this Section 2.05; and all such expenses shall be secured by this Mortgage and shall be within 10 days of demand
repaid by Mortgagor to Mortgagee. 
 SECTION 2.06. Foreclosure and Sale. (a) If an Event of Default shall
occur and be continuing, Mortgagee may, upon 10 Business Days notice to Mortgagor, elect to sell the Mortgaged Property or any part of the Mortgaged Property by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law
or this Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage, or it may proceed and sell the Mortgaged Property to satisfy any Secured Obligation. Mortgagee or an officer appointed by a judgment of foreclosure to
sell the Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by Mortgagee at the time and place of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee shall
deem expedient, and in such order as it may determine, at public auction to the highest bidder. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property may postpone any foreclosure or other sale of all or any
portion of the Mortgaged Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement or subsequently noticed sale. Without further notice, Mortgagee or an officer
appointed to sell the Mortgaged Property may make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale. Any person, including Mortgagor or Mortgagee or any designee or affiliate thereof, may
purchase at such sale. This Mortgage is given under the STATUTORY CONDITION (except as otherwise expressly set forth herein), for breach of which Mortgagee shall have the STATUTORY POWER OF SALE. 
 (b) The Mortgaged Property may be sold subject to unpaid taxes and Permitted Encumbrances, and, after deducting all costs, fees and expenses
of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee or an officer that makes any sale shall apply the proceeds of sale in the manner set forth in Section 2.08. 
 (c) Any foreclosure or other sale of less than the whole of the Mortgaged Property or any defective or irregular sale made hereunder shall
not exhaust the power of foreclosure or of sale provided for herein; and subsequent sales may be made hereunder until the Secured Obligations have been satisfied, or the entirety of the Mortgaged Property has been sold. 
 (d) If an Event of Default shall occur and be continuing, Mortgagee may instead of, or in addition to, exercising the rights described in
Section 2.06(a) above and either with or without entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to specifically enforce payment of some or
all of the Secured Obligations, or the performance of any term, covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, or (ii) to pursue any other remedy available to Mortgagee, all as Mortgagee shall
determine most effectual for such purposes. 
  

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 SECTION 2.07. Other Remedies. (a) In case an Event of Default shall occur
and be continuing, Mortgagee may also exercise, to the extent not prohibited by law, any or all of the remedies available to a secured party under the UCC. 
 (b) In connection with a sale of the Mortgaged Property or any Personal Property and the application of the proceeds of sale as provided in Section 2.08, to the extent permitted by law Mortgagee
shall be entitled to enforce payment of and to receive up to the principal amount of the Secured Obligations, plus all other charges, payments and costs due under this Mortgage, and to recover a deficiency judgment for any portion of the aggregate
principal amount of the Secured Obligations remaining unpaid, with interest. 
 SECTION 2.08. Application of Sale Proceeds
and Rents. After any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums that then may be held by
Mortgagee under this Mortgage as follows: 
 FIRST, to the payment of all costs and expenses incurred by the
Mortgagee in connection with such collection or sale or otherwise in connection with this Mortgage or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances
made by the Mortgagee hereunder or under any Mortgage on behalf of Mortgagor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any Mortgage; 
 SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured
Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); 
 THIRD, to the Mortgagor, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of Mortgaged Property by the Mortgagee
(including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so
sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee or such officer or be answerable in any way for the misapplication thereof. 
 SECTION 2.09. Mortgagor as Tenant Holding Over. If Mortgagor remains in possession of any of the Mortgaged Property after any
foreclosure sale by Mortgagee, at Mortgagee’s election Mortgagor shall be deemed a tenant holding over and shall forthwith surrender possession to the purchaser or purchasers at such sale or be summarily dispossessed or evicted according to
provisions of law applicable to tenants holding over. 
  

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 SECTION 2.10. Waiver of Appraisement, Valuation, Stay, Extension and Redemption
Laws. Mortgagor waives, to the extent not prohibited by law, (i) the benefit of all laws now existing or that hereafter may be enacted (x) providing for any appraisement or valuation of any portion of the Mortgaged Property and/or
(y) in any way extending the time for the enforcement or the collection of amounts due under any of the Secured Obligations or creating or extending a period of redemption from any sale made in collecting said debt or any other amounts due
Mortgagee, (ii) any right to at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any homestead exemption, stay, statute of limitations, extension or redemption, or sale of
the Mortgaged Property as separate tracts, units or estates or as a single parcel in the event of foreclosure or notice of deficiency, and (iii) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature
or declare due the whole of or each of the Secured Obligations and marshaling in the event of foreclosure of this Mortgage. 
 SECTION 2.11. Discontinuance of Proceedings. In case Mortgagee shall proceed to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall be discontinued or abandoned
for any reason, or shall be determined adversely to Mortgagee, then and in every such case Mortgagor and Mortgagee shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of Mortgagee shall continue as
if no such proceeding had been taken. 
 SECTION 2.12. Suits To Protect the Mortgaged Property. Mortgagee shall
have power (a) to institute and maintain suits and proceedings to prevent any impairment of the Mortgaged Property by any acts that may be unlawful or in violation of this Mortgage, (b) to preserve or protect its interest in the Mortgaged
Property and in the Rents arising therefrom and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of or
compliance with such enactment, rule or order would impair the security or be prejudicial to the interest of Mortgagee hereunder. 
 SECTION 2.13. Filing Proofs of Claim. In case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting Mortgagor, Mortgagee shall, to the extent permitted
by law, be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of Mortgagee allowed in such proceedings for the Secured Obligations secured by this Mortgage at the date of the
institution of such proceedings and for any interest accrued, late charges and additional interest or other amounts due or that may become due and payable hereunder after such date. 
 SECTION 2.14. Possession by Mortgagee. Notwithstanding the appointment of any receiver, liquidator or trustee of Mortgagor,
any of its property or the Mortgaged Property, Mortgagee shall be entitled, to the extent not prohibited by law, to remain in possession and control of all parts of the Mortgaged Property now or hereafter granted under this Mortgage to Mortgagee in
accordance with the terms hereof and applicable law. 
  

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 SECTION 2.15. Waiver. (a) No delay or failure by Mortgagee to exercise
any right, power or remedy accruing upon any breach or Event of Default shall exhaust or impair any such right, power or remedy or be construed to be a waiver of any such breach or Event of Default or acquiescence therein; and every right, power and
remedy given by this Mortgage to Mortgagee may be exercised from time to time and as often as may be deemed expedient by Mortgagee. No consent or waiver by Mortgagee to or of any breach or Event of Default by Mortgagor in the performance of the
Secured Obligations shall be deemed or construed to be a consent or waiver to or of any other breach or Event of Default in the performance of the same or of any other Secured Obligations by Mortgagor hereunder. No failure on the part of Mortgagee
to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall constitute a waiver by Mortgagee of its rights hereunder or impair any rights, powers or remedies consequent on any
future Event of Default by Mortgagor. 
 (b) Even if Mortgagee (i) grants some forbearance or an extension of time for the
payment of any sums secured hereby, (ii) takes other or additional security for the payment of any sums secured hereby, (iii) waives or does not exercise some right granted herein or under the Loan Documents, (iv) releases a part of
the Mortgaged Property from this Mortgage, (v) agrees to change some of the terms, covenants, conditions or agreements of any of the Loan Documents, (vi) consents to the filing of a map, plat or replat affecting the Premises,
(vii) consents to the granting of an easement or other right affecting the Premises or (viii) makes or consents to an agreement subordinating Mortgagee’s lien on the Mortgaged Property hereunder; no such act or omission shall preclude
Mortgagee from exercising any other right, power or privilege herein granted or intended to be granted in the event of any breach or Event of Default then made or of any subsequent default; nor, except as otherwise expressly provided in an
instrument executed by Mortgagee, shall this Mortgage be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or part of the Mortgaged Property, Mortgagee is hereby authorized and empowered to deal with any
vendee or transferee with reference to the Mortgaged Property secured hereby, or with reference to any of the terms, covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with the original parties hereto and
without in any way releasing or discharging any liabilities, obligations or undertakings. 
 SECTION 2.16. Waiver of Trial
by Jury. To the fullest extent permitted by applicable law, Mortgagor and Mortgagee each hereby irrevocably and unconditionally waive trial by jury in any action, claim, suit or proceeding relating to this Mortgage and for any counterclaim
brought therein. 
 SECTION 2.17. Remedies Cumulative. No right, power or remedy conferred upon or reserved to
Mortgagee by this Mortgage is intended to be exclusive of any other right, power or remedy, and each and every such right, power and remedy shall be cumulative and concurrent and in addition to any other right, power and remedy given hereunder or
now or hereafter existing at law or in equity or by statute. 
  

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 ARTICLE III 
 Miscellaneous 
 SECTION 3.01. Partial Invalidity. In the
event any one or more of the provisions contained in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall, at the option of Mortgagee, not affect any
other provision of this Mortgage, and this Mortgage shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein. 
 SECTION 3.02. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit
Agreement. 
 SECTION 3.03. Successors and Assigns. All of the grants, covenants, terms, provisions and conditions
herein shall run with the Premises and the Improvements and shall apply to, bind and inure to, the benefit of the permitted successors and assigns of Mortgagor and the successors and assigns of Mortgagee. 
 SECTION 3.04. Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created
and consummated by this Mortgage shall be null and void when all the Secured Obligations (as defined in the Security Agreement) have been indefeasibly paid in full in accordance with the terms of the Loan Documents and the Lenders have no further
commitment to make Loans under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. 
 (b) Upon a sale or financing by Mortgagor of all or any portion of the Mortgaged Property that is permitted by the Credit Agreement, the
lien of this Mortgage shall be automatically released from the applicable portion of the Mortgaged Property. Mortgagor shall give the Mortgagee reasonable written notice of any sale or financing of the Mortgaged Property prior to the closing of such
sale or financing. 
 (c) In connection with any termination or release pursuant to paragraph (a), the Mortgage shall be
marked “satisfied” by the Mortgagee, and this Mortgage shall be canceled of record at the request and at the expense of the Mortgagor. Mortgagee shall execute any documents reasonably requested by Mortgagor to accomplish the foregoing or
to accomplish any release contemplated by this Section 3.04 and Mortgagor will pay all reasonable costs and expenses, including reasonable attorneys’ fees, disbursements and other charges, incurred by Mortgagee in connection with the
preparation and execution of such documents. 
 SECTION 3.05. Definitions. As used in this Mortgage, the singular
shall include the plural as the context requires and the following words and phrases shall have the following meanings: (a) “including” shall mean “including but not limited to”; (b) “provisions”
shall mean “provisions, terms, covenants and/or conditions”; (c) “lien” shall mean “lien, charge, encumbrance, security interest, mortgage or deed of trust”; (d) “obligation” shall mean
“obligation, duty, covenant and/or condition”; and (e) “any of the Mortgaged Property” shall mean

  

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“the Mortgaged Property or any part thereof or interest therein”. Any act that Mortgagee is permitted to perform hereunder may be performed at any time and from time to time by
Mortgagee or any person or entity designated by Mortgagee. Any act that is prohibited to Mortgagor hereunder is also prohibited to all lessees of any of the Mortgaged Property. Each appointment of Mortgagee as attorney-in-fact for Mortgagor under
the Mortgage is irrevocable, with power of substitution and coupled with an interest. Subject to the applicable provisions hereof, Mortgagee has the right to refuse to grant its consent, approval or acceptance or to indicate its satisfaction, in its
sole discretion, whenever such consent, approval, acceptance or satisfaction is required hereunder. 
 SECTION 3.06.
Multisite Real Estate Transaction. Mortgagor acknowledges that this Mortgage is one of a number of Other Mortgages and Collateral Documents that secure the Secured Obligations. Mortgagor agrees that the lien of this Mortgage shall be
absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever of Mortgagee, and without limiting the generality of the foregoing, the lien hereof shall not be impaired by any acceptance by the
Mortgagee of any security for or guarantees of any of the Secured Obligations hereby secured, or by any failure, neglect or omission on the part of Mortgagee to realize upon or protect any Secured Obligation or indebtedness hereby secured or any
collateral security therefor including the Other Mortgages and other Collateral Documents. The lien hereof shall not in any manner be impaired or affected by any release (except as to the property released), sale, pledge, surrender, compromise,
settlement, renewal, extension, indulgence, alteration, changing, modification or disposition of any of the Secured Obligations secured or of any of the collateral security therefor, including the Other Mortgages and other Collateral Documents or of
any guarantee thereof, and Mortgagee may at its discretion foreclose, exercise any power of sale, or exercise any other remedy available to it under any or all of the Other Mortgages and other Collateral Documents without first exercising or
enforcing any of its rights and remedies hereunder. Such exercise of Mortgagee’s rights and remedies under any or all of the Other Mortgages and other Collateral Documents shall not in any manner impair the indebtedness hereby secured or the
lien of this Mortgage and any exercise of the rights or remedies of Mortgagee hereunder shall not impair the lien of any of the Other Mortgages and other Collateral Documents or any of Mortgagee’s rights and remedies thereunder. Mortgagor
specifically consents and agrees that Mortgagee may exercise its rights and remedies hereunder and under the Other Mortgages and other Collateral Documents separately or concurrently and in any order that it may deem appropriate and waives any
rights of subrogation. 
 SECTION 3.07. No Oral Modification. This Mortgage may not be changed or terminated
orally. Any agreement made by Mortgagor and Mortgagee after the date of this Mortgage relating to this Mortgage shall be superior to the rights of the holder of any intervening or subordinate Mortgage, lien or encumbrance. 
  

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 ARTICLE IV 
 Particular Provisions 
 This Mortgage is subject to the following
provisions relating to the particular laws of the state wherein the Premises are located: 
 SECTION 4.01. Applicable
Law. This Mortgage shall be governed by and construed in accordance with the internal law of the state where the Mortgaged Property is located, except that Mortgagor expressly acknowledges that by their terms, the Credit Agreement and other
Loan Documents (aside from those Other Mortgages to be recorded outside New York) shall be governed by the internal law of the State of New York, without regard to principles of conflict of law. Mortgagor and Mortgagee agree to submit to
jurisdiction and the laying of venue for any suit on this Mortgage in the state where the Mortgaged Property is located. 
 SECTION 4.02. General Authority of the Mortgagee. By acceptance of the benefits of this Mortgage, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment
of the Mortgagee as its agent hereunder, (b) to confirm that the Mortgagee shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Mortgage against Mortgagor, the exercise of
remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Mortgaged Property or Mortgagor’s obligations with respect thereto, (c) to agree that it shall not take any
action to enforce any provisions of this Mortgage against any Mortgagor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Mortgage and (d) to agree
to be bound by the terms of this Mortgage. 
  

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 IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered to Mortgagee by
Mortgagor and is effective as of the date first above written. 
  

					
	 [WEST CORPORATION]
  
  
	 	
	By:	 	  
	 	
	Name:	 		 	
	Title:	 		 	


  

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 ACKNOWLEDGMENT 
  
  

									
	STATE OF  	 	                      
	 		 	                        )	  	
		 	      )  ss:	 		  	
	  
	 		 	                        )	  	

 On this      day of October, 2006, before me, the
undersigned notary public, personally appeared                                 ,
proved to me through satisfactory evidence of identification, which was
                                     to be the person whose
name is signed on the preceding or attached document, and acknowledged to me that he/she signed it as
                                 for
                                . 
  
  
  

			
	  
	 	
	(official signature and seal of notary)	 	


  
 (SEAL)

  

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 Exhibit A 
 Description of the Land