**Exhibit 10.1**

***Execution Version***

**AMENDED AND RESTATED**

**FIRST LIEN CREDIT AND GUARANTY AGREEMENT**

**dated as of May 16, 2007**

**among**

**AUDATEX NORTH AMERICA, INC.,**

**as U.S. Borrower,**

**SOLERA NEDERLAND HOLDING B.V. and AUDATEX HOLDINGS IV B.V.,**

**as Euro Borrowers,**

**AUDATEX HOLDINGS, LLC,**

**as Holdings and a Guarantor,**

**CERTAIN SUBSIDIARIES OF AUDATEX HOLDINGS, LLC,**

**as Guarantors,**

**VARIOUS LENDERS,**

**GOLDMAN SACHS CREDIT PARTNERS L.P.,**

**as Lead Arranger, Syndication Agent, Joint Bookrunner,**

**Administrative Agent and Collateral Agent,**

**CITIGROUP GLOBAL MARKETS, INC.,**

**as Joint Bookrunner,**

**and**

**CITICORP USA, INC.,**

**as Documentation Agent**

**$50,000,000 Senior Secured Revolving Credit Facility**

**$230,000,000 Senior Secured Domestic Tranche C Term Loans**

**€280,000,000 Senior Secured European Term Loans**

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**TABLE OF CONTENTS**
|                                                                            | ** ** | **Page** |
|----------------------------------------------------------------------------|------------|----------|
|                                                                       |       |     |
| SECTION 1. DEFINITIONS AND INTERPRETATION                                  |       | 3        |
| 1.1. Definitions                                                           |       | 3        |
| 1.2. Accounting  Terms                                                     |       | 44       |
| 1.3.  Interpretation, etc.                                                 |       | 45       |
|                                                                       |       |     |
| SECTION 2. LOANS AND LETTERS OF CREDIT                                     |       | 45       |
| 2.1. Term Loans                                                            |       | 45       |
| 2.2. Revolving  Loans                                                      |       | 47       |
| 2.3. Swing Line  Loans                                                     |       | 48       |
| 2.4. Issuance of  Letters of Credit and Purchase of Participations Therein |       | 51       |
| 2.5. Pro Rata  Shares; Availability of Funds                               |       | 55       |
| 2.6. Use of  Proceeds.                                                     |       | 56       |
| 2.7. Evidence of  Debt; Register; Lenders’ Books and Records; Notes.  |       | 56       |
| 2.8. Interest on  Loans                                                    |       | 57       |
| 2.9.  Conversion/Continuation                                              |       | 59       |
| 2.10. Default  Interest                                                    |       | 60       |
| 2.11. Fees                                                                 |       | 60       |
| 2.12. Scheduled  Payments                                                  |       | 61       |
| 2.13. Voluntary  Prepayments/Commitment Reductions                         |       | 62       |
| 2.14. Mandatory  Prepayments/Commitment Reductions                         |       | 63       |
| 2.15.  Application of Prepayments/Reductions                               |       | 65       |
| 2.16. General  Provisions Regarding Payments                               |       | 66       |
| 2.17. Ratable  Sharing                                                     |       | 68       |
| 2.18. Making or  Maintaining Eurodollar Rate Loans                         |       | 68       |
| 2.19. Increased  Costs; Capital Adequacy                                   |       | 70       |
| 2.20. Taxes;  Withholding, etc.                                            |       | 71       |
| 2.21. Obligation  to Mitigate                                              |       | 74       |
| 2.22. Defaulting  Lenders                                                  |       | 75       |
| 2.23. Removal or  Replacement of a Lender                                  |       | 76       |
| 2.24.  Incremental Facilities                                              |       | 77       |
|                                                                       |       |     |
| SECTION 3. CONDITIONS PRECEDENT                                            |       | 78       |
| 3.1. Closing  Date                                                         |       | 78       |
| 3.2. Conditions  to Each Credit Extension                                  |       | 78       |
| 3.3. Effective  Date.                                                      |       | 79       |
|                                                                       |       |     |
| SECTION 4. REPRESENTATIONS AND WARRANTIES                                  |       | 81       |
| 4.1.  Organization; Requisite Power and Authority; Qualification           |       | 81       |
| 4.2. Capital  Stock and Ownership                                          |       | 81       |
| 4.3. Due  Authorization                                                    |       | 82       |
| 4.4. No Conflict                                                           |       | 82       |
| 4.5. Governmental  Consents                                                |       | 82       |
| 4.6. Binding  Obligation                                                   |       | 82       |
| 4.7. [Reserved]                                                            |       | 82       |

 

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| 4.8. Projections                               |   | 83     |
|------------------------------------------------|--------|--------|
| 4.9. No Material  Adverse Change               |   | 83     |
| 4.10. Adverse  Proceedings, etc.               |   | 83     |
| 4.11. Payment of  Taxes                        |   | 83     |
| 4.12. Properties                               |   | 83     |
| 4.13. Environmental  Matters                   |   | 84     |
| 4.14. No  Defaults                             |   | 84     |
| 4.15.  Governmental Regulation                 |   | 84     |
| 4.16. Margin  Stock                            |   | 84     |
| 4.17. Employee  Matters                        |   | 85     |
| 4.18. Employee  Benefit Plans                  |   | 85     |
| 4.19. [Reserved]                               |   | 86     |
| 4.20. Solvency                                 |   | 86     |
| 4.21. [Reserved]                               |   | 86     |
| 4.22. Compliance  with Statutes, etc.          |   | 86     |
| 4.23. Disclosure                               |   | 86     |
| 4.24. Patriot  Act                             |   | 87     |
| 4.25. Financial  Assistance                    |   | 87     |
| 4.26. Dutch  Financial Supervision Act         |   | 87     |
|                                           |   |   |
| SECTION 5. AFFIRMATIVE COVENANTS               |   | 87     |
| 5.1. Financial  Statements and Other Reports   |   | 88     |
| 5.2. Existence                                 |   | 91     |
| 5.3. Payment of  Taxes and Claims              |   | 92     |
| 5.4. Maintenance  of Properties                |   | 92     |
| 5.5. Insurance                                 |   | 92     |
| 5.6. Books and  Records; Inspections           |   | 92     |
| 5.7. Lenders  Meetings                         |   | 93     |
| 5.8. Compliance  with Laws                     |   | 93     |
| 5.9.  Environmental                            |   | 93     |
| 5.10.  Subsidiaries                            |   | 94     |
| 5.11. Additional  Leasehold Property           |   | 96     |
| 5.12. Interest  Rate Protection                |   | 96     |
| 5.13. Further  Assurances                      |   | 96     |
| 5.14. [Reserved]                               |   | 96     |
| 5.15. Financial  Assistance                    |   | 97     |
| 5.16.  Intellectual Property                   |   | 97     |
| 5.17.  Post-Closing Covenant                   |   | 97     |
|                                           |   |   |
| SECTION 6. NEGATIVE COVENANTS                  |   | 97     |
| 6.1. Indebtedness                              |   | 97     |
| 6.2. Liens                                     |   | 100    |
| 6.3. Equitable  Lien                           |   | 103    |
| 6.4. No Further  Negative Pledges              |   | 103    |
| 6.5. Restricted  Junior Payments               |   | 103    |
| 6.6.  Restrictions on Subsidiary Distributions |   | 105    |
| 6.7. Investments                               |   | 106    |

 

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| 6.8. Financial Covenants                                                                   |   | 107    |
|--------------------------------------------------------------------------------------------|--------|--------|
| 6.9. Fundamental  Changes; Disposition of Assets; Acquisitions                             |   | 109    |
| 6.10. Disposal  of Subsidiary Interests                                                    |   | 111    |
| 6.11. Sales and  Lease-Backs                                                               |   | 111    |
| 6.12.  Transactions with Shareholders and Affiliates                                       |   | 111    |
| 6.13. Conduct of  Business                                                                 |   | 112    |
| 6.14. Permitted  Activities of Holdings                                                    |   | 112    |
| 6.15. Amendments  or Waivers of Organizational  Documents                                  |   | 112    |
| 6.16. Fiscal  Year                                                                         |   | 112    |
| 6.17. Limitation  with respect to German Credit Parties                                    |   | 112    |
|                                                                                       |   |   |
| SECTION 7. GUARANTY                                                                        |   | 113    |
| 7.1. Guaranty of  the Obligations                                                          |   | 113    |
| 7.2. Contribution  by Guarantors                                                           |   | 113    |
| 7.3. Payment by  Guarantors                                                                |   | 114    |
| 7.4. Liability  of Guarantors Absolute                                                     |   | 114    |
| 7.5. Waivers by  Guarantors                                                                |   | 116    |
| 7.6. Guarantors’  Rights of Subrogation, Contribution, etc.                           |   | 117    |
| 7.7.  Subordination of Other Obligations                                                   |   | 117    |
| 7.8. Continuing  Guaranty                                                                  |   | 118    |
| 7.9. Authority  of Guarantors or Borrowers                                                 |   | 118    |
| 7.10. Financial  Condition of Borrowers                                                    |   | 118    |
| 7.11.  Bankruptcy, etc.                                                                    |   | 118    |
| 7.12. Discharge  of Guaranty Upon Sale of Guarantor                                        |   | 119    |
| 7.13. Foreign  Guarantor Limitations                                                       |   | 119    |
|                                                                                       |   |   |
| SECTION 8. EVENTS OF DEFAULT                                                               |   | 123    |
| 8.1. Events of  Default                                                                    |   | 123    |
|                                                                                       |   |   |
| SECTION 9. AGENTS                                                                          |   | 127    |
| 9.1. Appointment  of Agents                                                                |   | 127    |
| 9.2. Powers and  Duties                                                                    |   | 128    |
| 9.3. General  Immunity                                                                     |   | 128    |
| 9.4. Agents  Entitled to Act as Lender                                                     |   | 129    |
| 9.5. Lenders’  Representations, Warranties and Acknowledgment                         |   | 130    |
| 9.6. Right to  Indemnity                                                                   |   | 130    |
| 9.7. Successor  Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender |   | 131    |
| 9.8. Collateral  Documents and Guaranty                                                    |   | 131    |
| 9.9. Collateral  Agent                                                                     |   | 132    |
| 9.10.  Withholding Tax                                                                     |   | 133    |
|                                                                                       |   |   |
| SECTION 10. DEBT ALLOCATION MECHANISM                                                      |   | 133    |
| 10.1.  Implementation of DAM.                                                              |   | 133    |
| 10.2. Letters of  Credit                                                                   |   | 134    |
| 10.3. Net  Payments Upon Implementation of DAM Exchange                                    |   | 135    |

 

iv

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| SECTION 11. MISCELLANEOUS                                               |   | 136 |
|-------------------------------------------------------------------------|--------|-----|
| 11.1. Notices                                                           |   | 136 |
| 11.2. Expenses                                                          |   | 137 |
| 11.3. Indemnity                                                         |   | 138 |
| 11.4. Set-Off                                                           |   | 139 |
| 11.5. Amendments  and Waivers                                           |   | 139 |
| 11.6. Successors  and Assigns; Participations                           |   | 141 |
| 11.7.  Independence of Covenants                                        |   | 145 |
| 11.8. Survival  of Representations, Warranties and Agreements           |   | 145 |
| 11.9. No Waiver;  Remedies Cumulative                                   |   | 145 |
| 11.10.  Marshalling; Payments Set Aside                                 |   | 146 |
| 11.11.  Severability                                                    |   | 146 |
| 11.12.  Obligations Several; Independent Nature of Lenders’ Rights |   | 146 |
| 11.13. Headings                                                         |   | 146 |
| 11.14.  APPLICABLE LAW                                                  |   | 146 |
| 11.15. CONSENT  TO JURISDICTION                                         |   | 146 |
| 11.16. WAIVER OF  JURY TRIAL                                            |   | 147 |
| 11.17.  Confidentiality                                                 |   | 148 |
| 11.18. Usury  Savings Clause                                            |   | 149 |
| 11.19.  Counterparts                                                    |   | 149 |
| 11.20.  Effectiveness                                                   |   | 149 |
| 11.21. Patriot  Act                                                     |   | 149 |
| 11.22.  Electronic Execution of Assignments                             |   | 149 |
| 11.23. Judgment  Currency.                                              |   | 150 |
| 11.24. Amendment  and Restatement.                                      |   | 150 |
| 11.25. Grant of  Security Interests.                                    |   | 150 |

 

v

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| **APPENDICES:** |   | A-1    |   | Domestic Tranche C Term Loan Commitments          |   |   |
|-----------------|--------|--------|--------|---------------------------------------------------|--------|--------|
|            |   | A-2    |   | European Term Loan Commitments                    |   |   |
|            |   | B      |   | Notice Addresses                                  |   |   |
|            |   |   |   |                                              |   |   |
| **SCHEDULES:**  |   | 1.1A   |   | Security Principles                               |   |   |
|            |   | 1.1B   |   | Mandatory Costs                                   |   |   |
|            |   | 4.1    |   | Jurisdictions of Organization and Qualification   |   |   |
|            |   | 4.2    |   | Capital Stock and Ownership                       |   |   |
|            |   | 4.12   |   | Real Estate Assets                                |   |   |
|            |   | 6.1    |   | Certain Indebtedness                              |   |   |
|            |   | 6.2    |   | Certain Liens                                     |   |   |
|            |   | 6.6    |   | Certain Restrictions on Subsidiary Distributions  |   |   |
|            |   | 6.7    |   | Certain Investments                               |   |   |
|            |   | 6.12   |   | Certain Affiliate Transactions                    |   |   |
|            |   |   |   |                                              |   |   |
| **EXHIBITS:**   |   | A-1    |   | Funding Notice                                    |   |   |
|            |   | A-2    |   | Conversion/Continuation Notice                    |   |   |
|            |   | A-3    |   | Issuance Notice                                   |   |   |
|            |   | B-1    |   | Domestic Tranche C Term Loan Note                 |   |   |
|            |   | B-2    |   | European Term Loan C Note                         |   |   |
|            |   | B-3    |   | Revolving Loan Note                               |   |   |
|            |   | B-4    |   | Swing Line Note                                   |   |   |
|            |   | C      |   | Compliance Certificate                            |   |   |
|            |   | D-1    |   | Opinion of Kirkland & Ellis LLP               |   |   |
|            |   | D-2    |   | Opinion of Blake, Cassels & Graydon LLP       |   |   |
|            |   | D-3    |   | Opinion of NautaDutilh N.V.                       |   |   |
|            |   | D-4    |   | Opinion of Van Doorne N.V.                        |   |   |
|            |   | D-5    |   | Opinion of Kirkland & Ellis International LLP |   |   |
|            |   | D-6    |   | Opinion of Latham & Watkins, LLP              |   |   |
|            |   | D-7    |   | Opinion of Elvinger, Hoss & Prussen           |   |   |
|            |   | D-8    |   | Opinion of Bonn Schmitt Steichen                  |   |   |
|            |   | D-9    |   | Opinion of Froriep Renggli                        |   |   |
|            |   | D-10   |   | Opinion of Bär & Karrer                  |   |   |
|            |   | D-11   |   | Opinion of Latham & Watkins                   |   |   |
|            |   | E      |   | Assignment Agreement                              |   |   |
|            |   | F      |   | Certificate re Non-Bank Status                    |   |   |
|            |   | G-1    |   | Effective Date Certificate                        |   |   |
|            |   | G-2    |   | Solvency Certificate                              |   |   |
|            |   | H      |   | Counterpart Agreement                             |   |   |
|            |   | I-1    |   | [Reserved]                                        |   |   |
|            |   | I-2    |   | [Reserved]                                        |   |   |
|            |   | I-3    |   | Dutch Asset Pledges                               |   |   |
|            |   | I-4    |   | [Reserved]                                        |   |   |

 

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|        |   | I-5 |   | [Reserved]                               |   |   |
|--------|--------|-----|--------|------------------------------------------|--------|--------|
|   |   | I-6 |   | Effective Date Swiss Collateral Document |   |   |
|   |   | I-7 |   | Effective Date U.K. Security Agreements  |   |   |
|   |   | J   |   | Landlord Waiver and Consent Agreement    |   |   |
|   |   | K   |   | Intercompany Note                        |   |   |
|   |   | L   |   | Joinder Agreement                        |   |   |

 

vii

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**AMENDED ANDRESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT**

This **AMENDED ANDRESTATED****FIRST LIEN****CREDIT AND GUARANTY AGREEMENT**, dated as ofMay 16, 2007, is entered into by and among **AUDATEX NORTH AMERICA,INC.**, a Delaware corporation****(**“U.S. Borrower”**),**SOLERANEDERLAND HOLDING B.V.**(formerly known as****BusinessServices Group Holdings B.V.), a company organized under the laws of theNetherlands (**“EuroCo”**and a**“EuroBorrower**”), **AUDATEX****HOLDINGS IV B.V.**, a company organized under the laws of theNetherlands (**“EuroHoldco”**and a**“Euro Borrower**;” together with EuroCo, the **“Euro Borrowers**;**”** and the Euro Borrowers,collectively with the U.S. Borrower, the “**Borrowers**”),**AUDATEX HOLDINGS, LLC**, a Delawarelimited liability company (**“Holdings”**)and **CERTAIN SUBSIDIARIES OF****HOLDINGS**, as Guarantors, the Lenders party hereto from timeto time,**GOLDMAN SACHS CREDIT PARTNERS L.P.**(**“GSCP”**), as Lead Arranger (insuch capacity, **“Lead Arranger”**),as Syndication Agent (in such capacity, **“SyndicationAgent”**), as Joint Bookrunner, as Administrative Agent (together withits permitted successors in such capacity, **“AdministrativeAgent”**), and as Collateral Agent (together with its permittedsuccessor in such capacity, **“Collateral Agent”**);provided, that for the avoidance of doubt, the term Collateral Agentshall include GSCP acting in its capacity as trustee for and on behalf of theSecured Parties under, and in accordance with the terms of, the U.K. SecurityAgreements, **CITIGROUP GLOBAL MARKETS, INC.**(**“CGMI”**), as Joint Bookrunner, and **CITICORPUSA, INC.** (**“****CUSA”**), asDocumentation Agent (in such capacity, **“DocumentationAgent”**).

**RECITALS:**

**WHEREAS,**capitalized terms used in these Recitals shall have the respective meanings setforth for such terms in Section 1.1 hereof;

**WHEREAS,** the Borrowers,Holdings, GSCP as lead arranger, syndication agent, joint bookrunner andadministrative agent, CGMI as joint bookrunner, certain Subsidiaries of Holdings as Guarantors, the agents and lendersparty thereto from time to time are parties to that certain **FIRST LIEN****CREDIT ANDGUARANTY AGREEMENT**, dated as of April 13, 2006 (the **“Existing First LienCredit Agreement”**);

**WHEREAS,** the EuroBorrowers, Holdings, GSCP as lead arranger, syndication agent and jointbookrunner, CGMI as joint bookrunner, CUSA as administrative agent, certain Subsidiaries of Holdings asGuarantors, the agents and lenders party thereto from time to time are partiesto that certain **SECOND LIEN****CREDIT AND GUARANTY AGREEMENT**, datedas of April 13, 2006 (the **“Existing Second Lien Credit Agreement”**);

**WHEREAS,** AudatexHoldings III B.V., as borrower, Holdings, GSCP as lead arranger, syndicationagent, joint bookrunner and administrative agent, CGMI as joint bookrunner, certain Subsidiaries of Holdings asGuarantors, the agents and lenders party thereto from time to time are partiesto that certain**SUBORDINATED UNSECURED****CREDIT AND GUARANTY AGREEMENT**, datedas of April 13, 2006 (the **“Existing Holdco PIK Agreement”**);

**WHEREAS,** the Borrowers desire that certain of theexisting lenders and other parties hereto agree to amend and restate theExisting First Lien Credit Agreement in its entirety to: (i) establish TermLoans to be made hereunder; (ii) refinance the existing Domestic Term Loans

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(the **“ExistingDomestic Term Loans”**) and the European Term Loan A and the EuropeanTerm Loan B (the **“Existing European Term Loans”**and, together with the Existing Domestic Term Loans, the**“ExistingTerm Loans”**) in each case made, and as defined, under the ExistingFirst Lien Credit Agreement with the Term Loans made hereunder in the mannerset forth herein; (iii) refinance all amounts outstanding under the ExistingSecond Lien Credit Agreement, (iv) allow for the proceeds of a Qualifying IPOin an amount not less than $250,000,000 and received as of the Effective Date(the **“IPO Proceeds”**) to be applied torefinance all amounts outstanding under the Existing Holdco PIK Agreement and(v) make certain other changes as more fully set forth herein, which amendmentand restatement shall become effective upon the Effective Date as definedherein;

**WHEREAS,** the Requisite Lenders have, on or prior tothe Effective Date, authorized the Administrative Agent to execute thisAgreement on behalf of all Continuing Lenders;

**WHEREAS**, Holdings has agreed (i)to guarantee the Obligations of the U.S. Borrower, each of the Euro Borrowersand each of the other Guarantors, (ii) to secure its guarantee of theObligations of the Euro Borrowers and each of the Foreign Guarantors bygranting to the Collateral Agent, for the benefit of the Secured Parties, aFirst Priority Lien on 100% of the Capital Stock of Audatex Holdings, Inc., aDelaware corporation, and 100% of the Capital Stock of Audatex Holdings IIS.àr.l., a company organized under the laws of Luxembourg (**“Euro TopHoldco”**) and (iii) to secure its guarantee of the Obligations of theU.S. Borrower and each of the other Domestic Guarantors by granting to theCollateral Agent, for the benefit of the Secured Parties, a First Priority Lienon 100% of the Capital Stock of Audatex Holdings, Inc. and 65% of the CapitalStock of Euro Top Holdco;

**WHEREAS**, U.S. Borrower hasagreed (i) to guarantee the Obligations of each of the Euro Borrowers and theother Guarantors and (ii) to secure all of its Obligations as U.S. Borrower andits guarantee of the Obligations of the Euro Borrowers and the other Guarantorsby granting to the Collateral Agent, for the benefit of the Secured Parties, aFirst Priority Lien on substantially all of its assets (to the extent set forthherein and in each other Credit Document), including a pledge of substantiallyall of the Capital Stock of each of its directly-owned Domestic Subsidiariesand 65% (or 100% in the case of pledges to secure obligations of the EuroBorrowers and Foreign Guarantors) of the Capital Stock of each of its firsttier Foreign Subsidiaries;

**WHEREAS**, each Euro Borrower hasagreed (i) to guarantee the Obligations of the other Euro Borrower and theother Foreign Guarantors pursuant to the terms and subject to the conditionsset forth herein (including, in particular, the limitations set forth inSection 7.13) and (ii) to secure its Obligations as a Euro Borrower and itsguarantee of the Obligations of the other Euro Borrower and the other ForeignGuarantors by granting to the Collateral Agent, for the benefit of the SecuredParties, a First Priority Lien on substantially all of its assets (to theextent set forth herein and in each other Credit Documents), including a pledgeof substantially all of the Capital Stock of each of its directly-ownedSubsidiaries;

**WHEREAS**, each of the DomesticGuarantors (other than Holdings) has agreed (i) to guarantee the Obligations ofthe Borrowers and (ii) to secure its guarantee of such Obligations by grantingto the Collateral Agent, for the benefit of the Secured Parties, a FirstPriority Lien on

2

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substantially all of their respective assets (to theextent set forth herein and in each other Credit Documents), including a pledgeof all of the Capital Stock of each of their respective directly-ownedDomestic Subsidiaries and 65% (or 100% in the case of pledges to secureobligations of the Euro Borrowers and Foreign Guarantors) of the Capital Stockof each of their respective first tier Foreign Subsidiaries;

**WHEREAS**, each of the ForeignGuarantors (other than the Euro Borrowers) has agreed (i) to guarantee theObligations of the Euro Borrowers and the other Foreign Guarantors pursuant tothe terms and subject to the conditions set forth herein (including, inparticular, the limitations set forth in Section 7.13) and (ii) to secure itsguarantee of such Obligations by granting to Collateral Agent, for the benefitof the Secured Parties, a First Priority Lien on substantially all of theirrespective assets (to the extent set forth herein and in each other CreditDocument), including a pledge of all of the Capital Stock of each of theirrespective directly-owned Subsidiaries;

**WHEREAS**, it is the intent of the parties hereto thatthis Agreement not constitute a novation of the obligations and liabilities ofthe parties under the Existing First Lien Credit Agreement and that thisAgreement amend and restate in its entirety the Existing First Lien CreditAgreement and re-evidence the Obligations outstanding on the EffectiveDate as contemplated hereby; and

**WHEREAS,** it is the intent of Credit Parties toconfirm that all Obligations of the Credit Parties under the other CreditDocuments, as amended hereby, shall continue in full force and effect and that,from and after the Effective Date, all references to the “Credit Agreement”contained therein shall be deemed to refer to this Agreement.

**NOW, THEREFORE,** inconsideration of the premises and the agreements, provisions and covenantsherein contained, the parties hereto agree as follows:

**SECTION 1.**                            DEFINITIONSAND INTERPRETATION

**1.1.   Definitions****.**  The following termsused herein, including in the preamble, recitals, exhibits and scheduleshereto, shall have the following meanings:

**“Accounting Change”** as defined in Section 1.2.

**“****Acquired Business”**means, collectively, ADP BusinessServices Group B.V., Audatex Holding GmbH, ADP Network Services NetherlandsB.V., ADP Hollander, Inc., ADP Claims Services Group, Inc., ADP IntegratedMedical Solutions, Inc. (and each of their respective Subsidiaries) and theForeign Assets (as defined in the Acquisition Agreement).

**“****Acquisition”**means(i) the acquisition made by EuroCo ofall of the voting power and outstanding Capital Stock of ADP Business ServicesGroup B.V., (ii) the acquisition made by EuroHoldco of all of the voting powerand outstanding Capital Stock of each of Audatex Holding GmbH, ADP NetworkServices Netherlands B.V. and, through one of its Subsidiaries, the ForeignAssets (as defined in the Acquisition Agreement) and (iii) the acquisition madeby the U.S. Borrower of all of the voting power and outstanding Capital Stock

3

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ofeach of ADP Hollander, Inc., ADP Claims Services Group, Inc. and ADP IntegratedMedical Solutions, Inc., in each case pursuant to the terms of the AcquisitionAgreement.

**“****Acquisition Agreement”**means the Transaction Agreement dated as ofFebruary 8, 2006 among Solera and the Sellers, as such agreement may be amendedfrom time to time with the prior consent of Syndication Agent, such consent notto be unreasonably withheld or delayed.

**“Adjusted Eurodollar Rate”**means, for any Interest Rate Determination Date with respect to an InterestPeriod for a Eurodollar Rate Loan, the rate per annum obtained by dividing (androunding upward to the next whole multiple of 1/16 of 1%) (i) (a) in the caseof a Eurodollar Rate Loan denominated in Dollars, the rate per annum (roundedto the nearest 1/100 of 1%) equal to the rate determined by AdministrativeAgent to be the offered rate which appears on the page of the Reuters ScreenLIBOR01 Page which displays an average British Bankers Association InterestSettlement Rate for deposits (for delivery on the first day of such period)with a term equivalent to such period in Dollars, determined as ofapproximately 11:00 a.m. (London, England time) on such Interest RateDetermination Date, (b) in the case of a Eurodollar Rate Loan denominated inEuro, the offered quotation which appears on the page of the Reuters ScreenEURIBOR01 Page which displays an average rate of the Banking Federation of theEuropean Union for the Euro for deposits (for delivery on the first day of suchInterest Period) with a term equivalent to such Interest Period in Euro,determined as of approximately 11:00 A.M. (London, England time) on suchInterest Rate Determination Date, (c) in the event the rate referenced in thepreceding clauses (a) or (b) do not appear on such page or service or if suchpage or service shall cease to be available, the rate per annum (rounded to thenearest 1/100 of 1%) equal to the rate determined by Administrative Agent to bethe offered rate on such other page or other service which displays, in thecase of a Eurodollar Rate Loan in Dollars, an average British Bankers’Association Interest Settlement Rate for deposits (for delivery on the firstday of such Interest Period) with a term equivalent to such Interest Period inDollars or, in the case of a Eurodollar Rate Loan in Euro, the average rate ofthe Banking Federation of the European Union for deposits (for delivery on thefirst day of such Interest Period) with a term equivalent to such InterestPeriod in Euro, in each case determined as of approximately 11:00 a.m. (London,England time) on such Interest Rate Determination Date, or (d) in the event therates referenced in the preceding clauses (a), (b) and (c) are not available,the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offeredquotation rate to first class banks in the London interbank market or Europeaninterbank market by CUSA for deposits (for delivery on the first day of therelevant period) in Dollars or Euro, as applicable, of amounts in same dayfunds comparable to the principal amount of the applicable Loan ofAdministrative Agent, in its capacity as a Lender, for which the AdjustedEurodollar Rate is then being determined with maturities comparable to such periodas of approximately 11:00 a.m. (London, England time) on such Interest RateDetermination Date, by (ii) but only in the case of Eurodollar Loansdenominated in Dollars an amount equal to (a) one minus (b) theApplicable Reserve Requirement.

**“Administrative Agent”**as defined in the preamble hereto.

**“Adverse Proceeding”**means any action, suit, proceeding, hearing (whether administrative, judicialor otherwise), governmental investigation or arbitration (whether or not

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purportedly on behalf ofHoldings or any of its Subsidiaries) at law or in equity, or before or by anyGovernmental Authority, domestic or foreign (including any EnvironmentalClaims), whether pending or, to the actual knowledge of Holdings or any of itsSubsidiaries, threatened against or affecting Holdings or any of itsSubsidiaries or any property of Holdings or any of its Subsidiaries.

**“Affected Lender”**as defined in Section 2.18(b).

**“Affected Loans”** asdefined in Section 2.18(b).

**“Affiliate”** means,as applied to any Person, any other Person directly or indirectly controlling,controlled by, or under common control with, that Person.  For the purposes of this definition, “control”(including, with correlative meanings, the terms “controlling”, “controlled by”and “under common control with”), as applied to any Person, means thepossession, directly or indirectly, of the power (i) to vote 10% or more of theSecurities having ordinary voting power for the election of directors of suchPerson or (ii) to direct or cause the direction of the management and policiesof that Person, whether through the ownership of voting securities or bycontract or otherwise.

**“Agent”** means eachof Administrative Agent, Syndication Agent, Collateral Agent and DocumentationAgent and their sub-agents.

**“Agent Affiliates”**asdefined in Section 11.1(b).

**“Aggregate Amounts Due”**as defined in Section 2.17.

**“Aggregate Payments”**as defined in Section 7.2.

**“Agreement”** meansthis Amended and Restated First Lien Credit and Guaranty Agreement, dated as ofMay 16, 2007, as it may be amended, supplemented, restated or otherwisemodified from time to time.

**“Applicable Margin”**and **“Applicable Revolving Commitment FeePercentage”** mean (i) prior to, and including, the first anniversaryof the Effective Date, with respect to Term Loans that are Eurodollar RateLoans, 2.00% per annum, (ii) following the first anniversary of the EffectiveDate, with respect to Term Loans that are Eurodollar Rate Loans, a percentage,per annum, determined by reference to the Leverage Ratio in effect from time totime as set forth below:
| Leverage  Ratio | ** ** | **Applicable Margin  for Term Loans** | ** ** |
|-----------------|------------|------------------------------------------------------|------------|
| > 3.25:1.00  |       | 2.00                                                 | %          |
| <  3.25:1.00 |       | 1.75                                                 | %          |

 

(iii) with respect toRevolving Loans that are Eurodollar Rate Loans and the Applicable RevolvingCommitment Fee Percentage, a percentage, per annum, determined by reference tothe Leverage Ratio in effect from time to time as set forth below:

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| Leverage  Ratio | ** ** | **Applicable Margin  for Revolving Loans** | ** ** | **Applicable Revolving  Commitment Fee  Percentage** | ** ** |
|-----------------|------------|-----------------------------------------------------------|------------|----------------------------------------------------------------|------------|
| > 4.00:1.00  |       | 2.25                                                      | %          | 0.50                                                           | %          |
| < 4.00:1.00  |       | 2.00                                                      | %          | 0.375                                                          | %          |

 

and (iv) with respect to Swing Line Loans, RevolvingLoans and Domestic Tranche C Term Loans that are Base Rate Loans, an amountequal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth inclauses (i), (ii) or (iii) above, as applicable, minus (b) 1.00% perannum.  No change in the ApplicableMargin or the Applicable Revolving Commitment Fee Percentage shall be effectiveuntil three Business Days after the date on which Administrative Agent shallhave received the applicable financial statements and a Compliance Certificatepursuant to Section 5.1(d) calculating the Leverage Ratio.  At any time Holdings has not submitted toAdministrative Agent the applicable information as and when required underSection 5.1(d), the Applicable Margin and the Applicable Revolving CommitmentFee Percentage shall be determined as if the Leverage Ratio were in excess of4.00:1.00.  Within one Business Day ofreceipt of the applicable information under Section 5.1(d), AdministrativeAgent shall give each Lender telefacsimile or telephonic notice (confirmed inwriting) of the Applicable Margin and the Applicable Revolving Commitment FeePercentage in effect from such date.  Inthe event that any financial statement or certificate delivered pursuant toSection 5.1 is shown to be inaccurate (at a time when this Agreement is ineffect and unpaid Obligations under this Agreement are outstanding (other thanindemnities and other contingent obligations not yet due and payable), and suchinaccuracy, if corrected, would have led to the application of a higherApplicable Margin for any period (an **“Applicable Period”**)than the Applicable Margin applied for such Applicable Period, then (i) theBorrowers shall immediately deliver to Administrative Agent a correctcertificate required by Section 5.1 for such Applicable Period, (ii) theApplicable Margin shall be determined as if the Leverage Ratio were in excessof (x) 3.25:1.00 in respect of the Term Loans and (y) 4.00:1.00 in respect ofthe Revolving Loans and the Revolving Commitment Fee Percentage and (iii) theBorrowers shall immediately pay to Administrative Agent the accrued additionalinterest owing as a result of such increased Applicable Margin for suchApplicable Period.  Nothing in thisparagraph shall limit the right of Administrative Agent or any Lender underSection 2.10 or Section 8.

**“Applicable Reserve Requirement”**means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressedas a decimal, at which reserves (including, without limitation, any basicmarginal, special, supplemental, emergency or other reserves) are required tobe maintained with respect thereto against “Eurodollar liabilities” (as suchterm is defined in Regulation D) under regulations issued from time to time bythe Board of Governors or other applicable banking regulator, excluding anysuch reservations compensated through any Mandatory Cost payable.  Without limiting the effect of the foregoing,the Applicable Reserve Requirement shall reflect any other reserves required tobe maintained by such member banks with respect to (i) any category ofliabilities which includes deposits by reference to which the applicableAdjusted Eurodollar Rate or any other interest rate of a Loan is to bedetermined, or (ii) any category of extensions of credit or other assets whichinclude Eurodollar Rate Loans.  AEurodollar Rate Loan shall be deemed to constitute Eurodollar liabilities andas such shall be deemed subject to reserve requirements without benefits ofcredit for proration, exceptions or offsets that may be available from time totime to the applicable Lender.  The rateof interest on

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Eurodollar Rate Loansshall be adjusted automatically on and as of the effective date of any changein the Applicable Reserve Requirement.

**“Approved Electronic Communications”**means any notice, demand, communication,information, document or other material that any Credit Party provides toAdministrative Agent pursuant to any Credit Document or the transactionscontemplated therein which is distributed to the Agents or to the lenders bymeans of electronic communications pursuant to Section 11.1(b).

**“Asset Sale”** meansa sale, lease or sub-lease (as lessor or sublessor), sale and leaseback,assignment, conveyance, transfer or other disposition to, or any exchange ofproperty with, any Person (other than among Holdings, the U.S. Borrower andDomestic Guarantors or among the Euro Borrowers and Foreign Guarantors), in onetransaction or a series of transactions, of all or any part of Holdings’ or anyof its Subsidiaries’ businesses, assets or properties of any kind, whetherreal, personal, or mixed and whether tangible or intangible, whether now ownedor hereafter acquired, including, without limitation, the Capital Stock of anyof Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold orleased in the ordinary course of business (excluding any such sales byoperations or divisions discontinued or to be discontinued), or (ii) sales, leasesor subleases of other assets for aggregate consideration (or, with respect to leases or subleases,aggregate annual rent) of less than $5,000,000 in the aggregate duringany Fiscal Year.

**“Assignment Agreement”**means an Assignment and Assumption Agreement substantially in the form ofExhibit E, with such amendments or modifications as may be approved byAdministrative Agent and U.S. Borrower.

**“Assignment Effective Date”**asdefined in Section 11.6(b).

**“Authorized Officer”**means, as applied to any Person, any individual holding the position ofchairman of the board (if an officer), chief executive officer, president orone of its vice presidents (or the equivalent thereof), and such Person’s chieffinancial officer or treasurer, *provided*,that the term “Authorized Officer” when applied to a United Kingdom Personshall mean any individual holding the position of director.

**“Bankruptcy Code”**means Title 11 of the United States Code entitled “Bankruptcy,” as now andhereafter in effect, or any successor statute.

**“Base Rate”** means,for any day, a rate per annum equal to the greater of (i) the Prime Rate ineffect on such day and (ii) the Federal Funds Effective Rate in effect on suchday plus 1⁄2 of 1%.  Any change in the BaseRate due to a change in the Prime Rate or the Federal Funds Effective Rateshall be effective on the effective day of such change in the Prime Rate or theFederal Funds Effective Rate, respectively.

**“Base Rate Loan”**means a Loan denominated in Dollars bearing interest at a rate determined by referenceto the Base Rate.

**“Beneficiary”** meanseach Agent, Issuing Bank, Lender and Lender Counterparty.

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**“Board of Governors”** means theBoard of Governors of the United States Federal Reserve System, or anysuccessor thereto.

**“Borrower”**and**“Borrowers”**as defined in the preamble hereto.

**“Business Day”**means (i) any day excluding Saturday, Sunday and any day which is a legalholiday under the laws of the State of New York or is a day on which bankinginstitutions located in such state are authorized or required by law or othergovernmental action to close, (ii) with respect to all notices, determinations,fundings and payments in connection with any Eurodollar Rate Loans denominatedin Dollars, the term **“Business Day”**shall mean any day which is a Business Day described in clause (i) and which isalso a day for trading by and between banks in Dollar deposits in the Londoninterbank market and (iii) with respect to all notices, determinations,fundings and payments in connection with any Eurodollar Rate Loans denominatedin Euro, the term “**Business Day**”shall mean any day which is a Business Day described in clause (i) and which isalso a TARGET Day.

**“Canadian Guarantor”** meansAudatex Canada, ULC, an Alberta unlimited liability corporation.

**“Canadian Security Documents”**means (i) the General Canadian General Security Agreement executed by theCanadian Guarantor in favor of the Secured Parties, (ii) the Quebec SecurityDocuments and (iii) any other security or pledge agreement executed by a CreditParty in favor of the Secured Parties and governed by the federal laws ofCanada or any province or territory thereof, in each case, substantially in the form of Exhibit I-2 ofthe Existing First Lien Credit Agreement, as any of the foregoing hasbeen or may be amended, restated, supplemented or otherwise modified from timeto time.

**“Capital Lease”**means, as applied to any Person, any lease of any property (whether real,personal or mixed) by that Person as lessee that, in conformity with GAAP, isrequired to be accounted for as a capital lease on the balance sheet of thatPerson.

**“Capital Stock”**means any and all shares, interests, participations or other equivalents(however designated) of capital stock of a corporation, any and all equivalentownership interests in a Person (other than a corporation), including, withoutlimitation, partnership interests and membership interests, and any and allwarrants, rights or options to purchase or other arrangements or rights toacquire any of the foregoing.

**“Cash”** means money,currency or a credit balance in any demand or Deposit Account.

**“Cash Equivalents”**means, as at any date of determination, (i) marketable securities (a) issued ordirectly and unconditionally guaranteed as to interest and principal by theUnited States Government or (b) issued by any agency of the United States theobligations of which are backed by the full faith and credit of the UnitedStates, in each case maturing within one year after such date; (ii) marketabledirect obligations issued by any state of the United States of America or anypolitical subdivision of any such state or any public instrumentality thereof,in each case maturing within one year after such date and having, at the timeof the acquisition thereof, a rating of at least A-1 from S&P or atleast P-1 from Moody’s;

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(iii) commercialpaper maturing no more than one year from the date of creation thereof andhaving, at the time of the acquisition thereof, a rating of at least A-1from S&P or at least P-1 from Moody’s; (iv) certificates of depositor bankers’ acceptances (or, in the case of Foreign Credit Parties and theirForeign Subsidiaries, the foreign equivalent) maturing within one year aftersuch date and issued or accepted by any Lender or by any commercial bankorganized under the laws of the United States of America or any state thereofor the District of Columbia that (a) is at least “adequately capitalized” (asdefined in the regulations of its primary Federal banking regulator) and (b)has Tier 1 capital (as defined in such regulations) of not less than$100,000,000 (or, in the case of Foreign Credit Parties and their ForeignSubsidiaries, any local office of any commercial bank organized under the lawof the relevant jurisdiction or any political subdivision thereof which hascombined capital and surplus and undivided profits in excess of the ForeignCurrency Equivalent of $100,000,000); and (v) shares of any money market mutualfund that (a) has substantially all of its assets invested continuously in thetypes of investments referred to in clauses (i) and (ii) above, (b) has netassets of not less than $500,000,000, and (c) has the highest rating obtainablefrom either S&P or Moody’s; provided, that, in the case of anyInvestment by a Foreign Subsidiary, “Cash Equivalents” shall also include: (x)direct obligations of the sovereign nation (or any agency thereof) in whichsuch Foreign Subsidiary is organized and is conducting business or inobligations fully and unconditionally guaranteed by such sovereign nation (orany agency thereof), in each case maturing within a year after such date andhaving, at the time of the acquisition thereof, a rating equivalent to at leastA-1 from S&P and at least P-1 from Moody’s, (y) investments of the type andmaturity described in clauses (i) through (v) above of foreign obligors, whichInvestments or obligors (or the parents of such obligors) have ratingsdescribed in such clauses or equivalent ratings from comparable foreign ratingagencies and (z) shares of money market mutual or similar funds which investexclusively in assets otherwise satisfying the requirements of this definition(including this proviso).

**“Certificate re Non-Bank Status”**means a certificate substantially in the form of Exhibit F.

**“CGMI”** as defined in thepreamble hereto.

 “**Change of Control**” means, at any time, (i)any Person or “group” (within the meaning of Rules 13d-3 and 13d-5under the Exchange Act) other than Existing Shareholders (a) shall haveacquired beneficial ownership of the greater of (1) 35% or more on a fully dilutedbasis of the voting and/or economic interest in the Capital Stock of SoleraHoldings, Inc. and (2) the percentage of the economic and voting interests ofthe Capital Stock of Solera Holdings, Inc. beneficially owned and controlled ona fully diluted basis by the Existing Shareholders or (b) shall have obtainedthe power (whether or not exercised) to elect a majority of the members of theboard of directors (or similar governing body) of Solera Holdings, Inc.; (ii)Holdings shall cease to beneficially own and control directly or indirectly(through a wholly-owned Subsidiary of Holdings which is a Guarantor) 100% on afully diluted basis of the economic and voting interest in the Capital Stock ofeach Borrower (other than pursuant to a merger or a sale transaction permitted

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hereunder); or (iii)Solera Holdings, Inc. shall cease to beneficially own and control directly orindirectly (through a wholly-owned Subsidiary of Solera Holdings, Inc. which isa Guarantor) 100% on a fully diluted basis of the economic and voting interestin the Capital Stock of Holdings (other than pursuant to a merger or a saletransaction permitted hereunder); or (iv) the majority of the seats (other thanvacant seats) on the board of directors (or similar governing body) of Solera Holdings,Inc. cease to be occupied by Persons who either (a) were members of the boardof directors of Solera Holdings, Inc. on the Closing Date or (b) were nominatedfor election by the board of directors of Solera Holdings, Inc., a majority ofwhom were directors on the Closing Date or whose election or nomination forelection was previously approved by a majority of such directors.

**“Class”** means (i)with respect to Lenders, each of the following classes of Lenders:  (a) Lenders having Domestic Tranche C TermLoan Exposure, (b) Lenders having European Term Loan Exposure, (c) Lendershaving Domestic Revolving Exposure (including Swing Line Lender), (d) Lendershaving European Revolving Exposure, and (e) Lenders having New Term LoanExposure of each applicable Series, and (ii) with respect to Loans, each of thefollowing classes of Loans: (a) Domestic Tranche C Term Loans,(b) European Term Loans, (c) Domestic Revolving Loans (including SwingLine Loans), (d) European Revolving Loans, and (e) each Series of New TermLoans.

**“Closing Date”**means April 13, 2006, the date on which the Existing Term Loans were made.

**“Collateral”** means,collectively, all of the real, personal and mixed property (including CapitalStock) in which Liens are purported to be granted pursuant to the CollateralDocuments as security for all or any part of the Obligations (subject to exceptions contained in theCollateral Documents) (provided that the intention of this Agreement and theCollateral Documents is to exclude from the term “Collateral” any property thatis reasonably likely to cause a material deemed distribution pursuant toSection 956 of the Internal Revenue Code, and this Agreement and the CollateralDocuments shall be interpreted in a manner that does not cause, or prevent theCredit Parties from taking actions that would avoid, such a material deemeddistribution).

**“Collateral Agent”**asdefined in the preamble hereto.

**“Collateral Documents”**means the Pledge and Security Agreement, the Canadian Security Documents, theDutch Collateral Documents, the German Collateral Documents, the LuxembourgCollateral Documents, the Swiss Collateral Documents, the U.K. SecurityAgreements, the Landlord Personal Property Collateral Access Agreements, ifany, the IP Security Agreements, the Control Agreements, if any, and all otherinstruments, documents and agreements delivered by any Credit Party pursuant tothis Agreement or any of the other Credit Documents in order to grant toCollateral Agent, for the benefit of Secured Parties, a Lien on any personal ormixed property of that Credit Party as security for all or any part of theObligations.

**“Collateral Questionnaire”**means a certificate in form reasonably satisfactory to Collateral Agent thatprovides information with respect to the personal or mixed property of eachCredit Party.

**“Commitment”** meansany Revolving Commitment or Term Loan Commitment.

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**“Commitment Letter”** means thatcertain commitment letter dated as of February 7, 2006 among GSCP, CGMI andSolera, as amended, restated, supplemented or otherwise modified prior to thedate hereof.

**“Compliance Certificate”**means a Compliance Certificate substantially in the form of Exhibit C.

**“Consolidated Adjusted EBITDA”**means, for any period, an amount determined for Holdings and its Subsidiarieson a consolidated basis equal to (i) the sum, without duplication, of theamounts for such period of (x) Consolidated Net Income, plus, to theextent such amounts reduce Consolidated Net Income for such period, (y) (a)Consolidated Interest Expense (includingfees and expenses paid to the Agents), (b) losses from extraordinary items(including trademark royalty fees paid to Seller) and nonrecurring orunusual items, (c) provisions for taxes, (d) total depreciation expense,(e) total amortization expense, (f) to the extent not capitalized, (1) theTransaction Costs and any losses, fees, costs and expenses incurred during such period inconnection with the consummation (or any of the following which is attemptedand not consummated) of a Permitted Acquisition, Joint Ventures permitted bySection 6.7 or otherwise approved by Requisite Lenders or in connection withany registration of securities in connection with a Qualifying IPO or (2)losses, costs or expenses to theextent reimbursable by third parties pursuant to indemnification provisions or in connection with other sales,merger or acquisition transactions of the Acquired Business not consummated bythe Seller, (g) any aggregate net loss in such period from the permitted sale,exchange or other disposition of capital assets (other than dispositions ofinventory in the ordinary course of business) by Holdings or any of itsSubsidiaries taken as a whole,(h) any write-off or amortization made in such period of deferred financingcosts or any write-down of assets or asset value carried on the balance sheetof Holdings or any of its Subsidiaries, (i) purchase accounting adjustments(including the recognition of deferred revenues included on the Closing Date onthe balance sheets of Sellers at such time, and in such amounts as theyotherwise would have been recognized if not for such purchase accountingadjustments), (j) earn-out obligationsincurred in connection with any Permitted Acquisition and paid or accruedduring such period, (k) all non-cash charges and non-cash losses for such period reducingConsolidated Net Income, including theamount of any compensation deduction as the result of any grant of equity oroptions to employees, officers, directors or consultants, (l) payments receivedby Holdings or any of its Subsidiaries taken as a whole from business interruption insurance in anamount not to exceed the earnings for such period that such proceeds wereintended to replace, (m) any transition costs associated with the Acquisitionor any Permitted Acquisition, including costs associated with the relocation orclosure of facilities (including data center facilities), costs associated withthe transfer or relocation of employees, costs associated with the transfer or replacementof software licenses used in the operation of business, and costs associatedwith the announcement, re-naming and branding of the Acquired Business afterthe Closing Date, (n) severance costs and retention payments paid by or onbehalf of, or accrued by, Holdings or any of its Subsidiaries taken as a wholeduring such period within 24 months of the Acquisition or any PermittedAcquisition and the compensation, benefits and payroll taxes paid to or onbehalf of employees of the seller who are no longer employed by Holdings or itsSubsidiaries during the period consisting of the twelve months prior to theformer employee’s last day of employment, (o) net losses in the fair marketvalue of any hedging agreements, (p) cumulative effect of changes in accountingprinciples, (q) net losses with respect to investments in any Person (otherthan a

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Subsidiaryof Holdings) during such period to the extent that none of Holdings or any ofits Subsidiaries contribute cash or Cash Equivalents to such Person in respectof such loss during such period, and (r) any portion of management fees paid byor on behalf of, or accrued by, Solera pursuantto the Professional Services Agreement to the extent permitted under Section6.5(e) of the ExistingFirst Lien Credit Agreement, minus(ii) (w) gains from extraordinary items,(x) other non-Cash items increasing Consolidated Net Income for suchperiod (excluding any such non-Cash item to the extent it represents thereversal of an accrual or reserve for a potential Cash item in any priorperiod), (y) any aggregate net gain insuch period from the permitted sale, exchange or other disposition of capitalassets (other than dispositions of inventory in the ordinary course ofbusiness) by such Person or any of its Subsidiaries taken as a whole,and (z) the amount of any expenses previously added back to ConsolidatedAdjusted****EBITDA pursuant to clause(i)(f)(2) above to the extent the reimbursement of such expenses is not madewith one year of the payment of such expenses; provided, that the calculations made in determiningConsolidated Adjusted EBITDA shall be determined, with respect to any relevantperiod, after giving pro forma effect to each Permitted Acquisition orAsset Sale consummated during suchperiod (including any incurrence, assumption, refinancing or repayment ofIndebtedness in connection therewith), as if such Permitted Acquisition, AssetSale and related transactions had been consummated on the first day of suchperiod, and such calculations shall be calculated containing (i) suchadjustments consistent with Regulation S-X under the Securities Act of 1933 which would include cost savings resulting from head countreduction, closure of facilities and similar restructuring charges, which proforma adjustments shall be certified by the chief financial officer of Holdingsand (ii) such other adjustments related to projected or anticipatedcost-savings or synergies related to such Permitted Acquisition or JointVentures permitted by Section 6.7 (or otherwise agreed to by Requisite Lenders)to the extent reasonably acceptable to the Administrative Agent.

**“Consolidated Capital Expenditures”**means, for any period, the aggregate of all expenditures of Holdings and itsSubsidiaries during such period determined on a consolidated basis that, inaccordance with GAAP, are or should be included in “purchase of property andequipment” or similar items reflected in the consolidated statement of cashflows of Holdings and its Subsidiaries but excluding (to the extent that theywould otherwise be included):

(i)                                     anysuch expenditures made for the replacement or restoration of assets to theextent paid for by any casualty insurance policy or condemnation award withrespect to the asset or assets being replaced or restored to the extent suchexpenditures are permitted under the Agreement;

(ii)                                  forpurposes of Section 6.8(d) only, capital expenditures which constitutePermitted Acquisitions;

(iii)                               any such expendituresmade with proceeds of an equity issuance (so long as the equity issued in suchissuance does not carry a cash dividend and is not puttable or callable at anytime prior to 91 days following the Term Loan Maturity Date) of Holdings or adebt issuance by Holdings or any of its Subsidiaries to the extent such debtissuance was permitted hereunder or otherwise agreed to by Requisite Lenders;and

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(iv)                              anysuch expenditures to the extent Holdings or any of its Subsidiaries hasreceived reimbursement in cash from a third party other than Holdings or one ormore if its Subsidiaries and for which none of Holdings or any of itsSubsidiary has provided or is required to provide or incur, directly orindirectly, any consideration or obligation to such third party or any otherPerson.

**“ConsolidatedCurrent Assets”** means, as at any date of determination, thetotal assets of Holdings and its Subsidiaries on a consolidated basis that mayproperly be classified as current assets in conformity with GAAP, excludingCash and Cash Equivalents and, for the avoidance of doubt, IPO Proceeds.

**“ConsolidatedCurrent Liabilities”** means, as at any date of determination,the total liabilities of Holdings and its Subsidiaries on a consolidated basisthat may properly be classified as current liabilities in conformity with GAAP,excluding the current portion of long term debt.

**“ConsolidatedExcess Cash Flow”** means, for any period, an amount (ifpositive) equal to:  (i) the sum, withoutduplication, of the amounts for such period of (a) Consolidated AdjustedEBITDA, plus (b) the Consolidated Working Capital Adjustment, minus (ii)the sum, without duplication, of the amounts for such period of (a) scheduledand mandatory repayments of Indebtedness for borrowed money (excluding (i)repayments of Revolving Loans or Swing Line Loans except to the extent acorresponding amount of the Revolving Commitments are permanently reduced in connectionwith such repayments and (ii) the repayment of Existing Term Loans on theEffective Date), (b) (i) all cash payments in respect of ConsolidatedCapital Expenditures plus (ii) to the extent amounts permitted to bepaid during such period in respect of Consolidated Capital Expenditures arecarried forward to the next succeeding period in accordance with Section6.8(d), the aggregate amounts of all cash payments (not to exceed suchpermitted carryforward amount) in respect of Consolidated Capital Expendituresmade during the first 130 days of the next succeeding period; provided,that any cash payments in respect of Consolidated Capital Expenditures deductedfrom Consolidated Excess CashFlow pursuant to this section shall not thereafter be deducted from ConsolidatedExcess Cash Flow during such nextsucceeding period during which such payments are actually paid, (c)Consolidated Interest Expense, (d) provisions for current taxes payable in cashwith respect to such period, (e) cashpayments during such period in respect of Permitted Acquisitions andInvestments permitted by Section 6.7(f), (h), (k), (l) and (p) or otherwiseconsented to by the Requisite Lenders, (f) the aggregate amount of allRestricted Payments allowed under Section 6.5(b), (c), (d) or (h) or otherwiseconsented to by the Requisite Lenders and actually paid in cash during suchperiod, (g) management fees actually paid in cash during such period to theextent permitted under Section 6.5(e), (h) the aggregate amount of expensesadded back under (f) of the definition of Consolidated Adjusted EBITDA andactually paid in cash by**Holdings and its Subsidiaries during such period, in each case to theextent added to Consolidated Net Income in the determination of ConsolidatedAdjusted EBITDA for such period, (i) transaction related expenditures to theextent added to Consolidated Net Income in the determination of ConsolidatedAdjusted EBITDA under (m) and (n) of the definition of Consolidated AdjustedEBITDA and to the extent actually paid in cash during such period, (j) anamount equal to the income and withholding taxes (as estimated in good faith bya senior financial or senior

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accounting officer of the U.S. Borrower and after giving effect to theoverall tax position of Holdings and its Subsidiaries) payable in the yearfollowing the period for which a mandatory prepayment under Section 2.14 isdetermined in respect of that amount of mandatory prepayment under Section 2.14as is attributable to the actual repatriation to the Borrower of undistributedearnings of those Subsidiaries of the Borrower that are “controlled foreigncorporations” under Section 956 of the Code to enable it to prepay the Loans inrespect of a mandatory prepayment under Section 2.14 for such period, (k)earn-out obligations paid in connection with Permitted Acquisitions to theextent such obligations have not been deducted in determining Consolidated NetIncome for the period Consolidated Excess Cash Flow is determined and to the extent actually paid in cashduring such period, (l) capitalized software development costs and expenses inan aggregate amount not to exceed $12,000,000 per Fiscal Year and (m) theamount, which, in the determination of Consolidated Adjusted EBITDA, has beenincluded in respect of income or cash gains from Assets Sales of Holdings or itSubsidiaries to the extent utilized to repay or prepay Loans in accordance withSection 2.14(a) (but in the case of Revolving Loans, only to the extent acorresponding reduction in the Revolving Commitments is made).

**“ConsolidatedInterest Expense”** means, for any period, total interestexpense (including that portion attributable to Capital Leases in accordancewith GAAP and capitalized interest) of Holdings and its Subsidiaries on aconsolidated basis with respect to all outstanding Indebtedness of Holdings andits Subsidiaries, including all commissions, discounts and other fees andcharges owed with respect to letters of credit and net costs under InterestRate Agreements, but excluding, however, any amount not payable in Cash, anyinterest on intercompany loans to the extent permitted by Section 6.1(b) andany amounts referred to in Section 2.11(d) payable on or before the ClosingDate or the Effective Date.

**“ConsolidatedNet Income”** means, for any period, (i) the net income (orloss) of Holdings and its Subsidiaries on a consolidated basis for such periodtaken as a single accounting period determined in conformity with GAAP, minus(ii) (a) the income (or loss) of any Person (other than a Subsidiary ofHoldings) in which any other Person (other than Holdings or any of itsSubsidiaries) has a joint interest, except to the extent of the amount ofdividends or other distributions actually paid to Holdings or any of itsSubsidiaries by such Person during such period, (b) except as permitted underthe second proviso at the end of the definition of Consolidated AdjustedEBITDA, the income (or loss) of any Person accrued prior to the date it becomesa Subsidiary of Holdings or is merged into or consolidated with Holdings or anyof its Subsidiaries or that Person’s assets are acquired by Holdings or any ofits Subsidiaries, (c) any after-tax gains or losses attributable to AssetSales or returned surplus assets of any Pension Plan, and (c) (to the extentnot included in clauses (a) through (c) above) any net extraordinary gains ornet extraordinary losses.

**“ConsolidatedTotal Debt”** means, as at any date of determination, theaggregate amount of all funded Indebtedness of Holdings and its Subsidiariesdetermined on a consolidated basis in accordance with GAAP.

**“ConsolidatedWorking Capital”** means, as at any date of determination, theexcess of Consolidated Current Assets over Consolidated Current Liabilities.

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**“ConsolidatedWorking Capital Adjustment”** means, for any period on aconsolidated basis, the amount (which may be a negative number) by whichConsolidated Working Capital as of the beginning of such period exceeds (or isless than) Consolidated Working Capital as of the end of such period.

**“ContinuingLender”** means an Existing First Lien Lender under theExisting First Lien Credit Agreement that has delivered a Lender Consent Letteragreeing to convert all or a portion of its Existing Term Loans to DomesticTranche C Term Loans or European Term Loans hereunder, as applicable.

**“ContractualObligation”** means, as applied to any Person, any provision ofany Security issued by that Person or of any indenture, mortgage, deed oftrust, contract, undertaking, agreement or other instrument to which thatPerson is a party or by which it or any of its properties is bound or to whichit or any of its properties is subject.

**“ContributingGuarantors”** as defined in Section 7.2.

**“ControlAgreements”** means each control agreement executed anddelivered by the Collateral Agent for the benefit of the Secured Parties, asecurities intermediary or depositary bank and the applicable Credit Party onthe Closing Date and each control agreement to be executed and delivered byCollateral Agent, a securities intermediary or depositary bank and the applicableCredit Party pursuant to the terms of the Pledge and Security Agreement.

**“Conversion/ContinuationDate”** means the effective date of a continuation orconversion, as the case may be, as set forth in the applicableConversion/Continuation Notice.

**“Conversion/ContinuationNotice”** means a Conversion/Continuation Notice substantiallyin the form of Exhibit A-2.

**“CounterpartAgreement”** means a Counterpart Agreement substantially in theform of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

**“CreditDate”** means the date of a Credit Extension.

**“CreditDocument”** means any of this Agreement, the Notes, if any, theCollateral Documents, any documents or certificates executed by Borrowers infavor of Issuing Bank relating to Letters of Credit and all other documents,certificates, instruments or agreements executed and delivered by a CreditParty for the benefit of any Agent, Issuing Bank or any Lender in connectionherewith.

**“CreditExtension”** means the making of a Loan or the issuing of aLetter of Credit.

**“CreditParty”** means each Borrower and Guarantor from time to timeparty to a Credit Document.

**“CUSA”** as defined in thepreamble hereto.

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**“CureAmount”** as defined in Section 6.8(e).

**“CureRight”** as defined in Section 6.8(e).

**“CurrencyAgreement”** means any foreign exchange contract, currency swapagreement, futures contract, option contract, synthetic cap or other similaragreement or arrangement, each of which is for the purpose of hedging theforeign currency risk associated with Holdings’ and its Subsidiaries’operations and not for speculative purposes.

**“DAM”** means the mechanism for the allocation andexchange of interests in the Loans and collections thereunder established underSection 10.

**“DAM Dollar Lender”** means any Lender that has made or holds anyLoan other than Domestic Loans.

**“DAMExchange”** means theexchange of the Lenders’ interests provided for in Section 10.1.

**“DAMExchange Date”** meansthe date on which (a) any event referred to in Section 8.1(f) or 8.1(g) shalloccur in respect of the U.S. Borrower or any Domestic Guarantor or (b) anacceleration of the maturity of the Loans pursuant to Section 8 of thisAgreement shall occur.

**“DAMPercentage”** means, asto each Lender, a fraction, expressed as a decimal, of which (a) the numeratorshall be the aggregate Dollar Equivalent (determined on the basis of SpotExchange Rates prevailing on the DAM Exchange Date) of the Obligations owed tosuch Lender (excluding such Lender’s participation in the aggregate amount ofLetters of Credit outstanding immediately prior to the DAM Exchange Date) and(b) the denominator shall be the aggregate Dollar Equivalent (as so determined)of the Obligations owed to all the Lenders (excluding the aggregate amount ofLetters of Credit outstanding immediately prior to such DAM ExchangeDate).  For purposes of computing eachLender’s DAM Percentage, all Obligations which are denominated in Euro shall betranslated into Dollars at the Spot Exchange Rate in effect on the DAM ExchangeDate.

**“Default”**means a condition or event that constitutes an Event of Default, or afternotice or expiration of any grace period set forth in Section 8 or both, wouldconstitute an Event of Default.

**“DefaultExcess”** means, with respect to any Defaulting Lender, theexcess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregateoutstanding principal amount of Loans of all Lenders (calculated as if allDefaulting Lenders (including such Defaulting Lender) had funded all of theirrespective Defaulted Loans) over the aggregate outstanding principal amount ofall Loans of such Defaulting Lender.

**“DefaultPeriod”** means, with respect to any Defaulting Lender, theperiod commencing on the date of the applicable Funding Default and ending onthe earliest of the following dates:  (i)the date on which all Commitments are cancelled or terminated and/or theObligations are declared or become immediately due and payable, (ii) the dateon which (a) the

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Default Excess withrespect to such Defaulting Lender shall have been reduced to zero (whether bythe funding by such Defaulting Lender of any Defaulted Loans of such DefaultingLender or by the non-pro rata application of any voluntary or mandatoryprepayments of the Loans in accordance with the terms of Section 2.13 orSection 2.14 or by a combination thereof or (iii) the replacement of theDefaulting Lender in accordance with the terms hereof) and (b) suchDefaulting Lender shall have delivered to Borrowers and Administrative Agent awritten reaffirmation of its intention to honor its obligations hereunder withrespect to its Commitments, and (iii) the date on which Borrowers,Administrative Agent and Requisite Lenders waive all Funding Defaults of suchDefaulting Lender in writing.

**“DefaultedLoan”** as defined in Section 2.22.

**“DefaultingLender”** as defined in Section 2.22.

**“DepositAccount”** means a demand, time, savings, passbook or likeaccount with a bank, savings and loan association, credit union or likeorganization, other than an account evidenced by a negotiable certificate ofdeposit.

**“DocumentationAgent”** as defined in the preamble hereto.

**“DollarEquivalent”**means (i)with respect to an amount denominated in Euro on any date, the amount ofDollars that may be purchased with such amount of Euro at the Spot ExchangeRate on such date and (ii) with respect to an amount denominated in Dollars onany date, the amount thereof.

**“Dollars”**and the sign **“$”** mean the lawfulmoney of the United States of America.

**“Domestic Credit Party”**means Holdings and each of its Domestic Subsidiaries.

**“Domestic****Guarantors”******means, on the date of this Agreement, Holdings, each DomesticSubsidiary of Holdings and each Foreign Subsidiary of Holdings (in eachcase that is not an Excluded Subsidiary) that is treated as a pass-through ordisregarded entity for United States federal income tax purposes and all of theCapital Stock of which is directly owned by Holdings or one or more DomesticSubsidiaries of Holdings listedon the signature pages of this Agreement and, thereafter, each DomesticSubsidiary of Holdings and each Foreign Subsidiary of Holdings (in eachcase that is not an Excluded Subsidiary) that is treated as a pass-through ordisregarded entity for United States federal income tax purposes and all of theinterests of which are directly owned by Holdings or one or more DomesticSubsidiaries of Holdings thatsigns a Counterpart Agreement or such other accession agreement to thisAgreement as a Domestic Guarantor accepted and agreed by, and in form andsubstance reasonably satisfactory to, the Administrative Agent. For theavoidance of doubt, Audatex Canada, ULC shall be treated as a DomesticGuarantor, not a Foreign Guarantor.

** “Domestic Loans”**means, collectively, the Domestic Tranche CTerm Loans and the Domestic Revolving Loans.

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**“Domestic****Revolving Commitment”** means thecommitment of a Lender to make or otherwise fund any Domestic Revolving Loanand to acquire participations in Letters of Credit and Swing Line Loanshereunder and “**Domestic Revolving Commitments**”means such commitments of all Lenders in the aggregate.  The amount of each Lender’s DomesticRevolving Commitment, if any, as of the Effective Date is the amount in Dollarsas set forth in the Register or in the applicable Assignment Agreement.

**“DomesticRevolving Exposure”** means, with respect to any Lender as ofany date of determination, (i) prior to the termination of the DomesticRevolving Commitments, that Lender’s Domestic Revolving Commitment; and (ii)after the termination of the Domestic Revolving Commitments, the sum of (a) theaggregate outstanding principal amount of the Domestic Revolving Loans of thatLender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usagein respect of all Letters of Credit issued by that Lender (net of anyparticipations by Lenders in such Letters of Credit) to the U.S. Borrower, (c)the aggregate amount of all participations by that Lender in any outstandingLetters of Credit or any unreimbursed drawing under any Letter of Credit issuedto the U.S. Borrower, (d) in the case of Swing Line Lender, the aggregateoutstanding principal amount of all Swing Line Loans (net of any participationstherein by other Lenders) made to the U.S. Borrower, and (e) the aggregateamount of all participations therein by that Lender in any outstanding SwingLine Loans made to the U.S. Borrower.

**“DomesticRevolving Loan”**means a Loan made by the Lenders in Dollarsto U.S. Borrower pursuant to Section 2.2(a).

**“DomesticSubsidiary”** means any Subsidiary organized under the laws ofthe United States of America, any State thereof or the District of Columbia.

**“Domestic Tranche C Term Loan”**means a Loan made by the Lenders to U.S. Borrower pursuant to Section2.1(a)(i).

**“Domestic Tranche C Term Loan Commitment”**means the commitment of a Lender to make or otherwise fund a Domestic Tranche CTerm Loan and “**Domestic****Tranche C****Term LoanCommitments**” means such commitments of all Lenders in theaggregate.  The amount of each Lender’sDomestic Tranche C Term Loan Commitment, if any, is set forth on Appendix A-1,in the schedule to its Lender Consent Letter with respect to a ContinuingLender  or in the applicable AssignmentAgreement, subject to any adjustment or reduction pursuant to the terms andconditions hereof.  The aggregate amountof the Domestic Tranche C Term Loan Commitments as of the Effective Date is$230,000,000.

**“Domestic Tranche C Term Loan C Exposure”**means, with respect to any Lender, as of any date of determination, theoutstanding principal amount of the Domestic Tranche C Term Loans of suchLender; provided, at any time prior to the making of the DomesticTranche C Term Loans, the Domestic Tranche C Term Loan Exposure of any Lendershall be equal to such Lender’s Domestic Tranche C Term Loan Commitment.

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**“Domestic Tranche C Term Loan Maturity Date”**means the earliest of (i) the seven year anniversary of the Effective Date and(ii) the date that all Domestic Tranche C Term Loans shall become due andpayable in full hereunder, whether by acceleration or otherwise.

**“Domestic Tranche C Term Loan Note”**means a promissory note in the form of Exhibit B-1, as it may be amended,supplemented or otherwise modified from time to time.

**“Dutch Asset Pledges”** means(a) each of the Dutch Pledge of Movable Assets, the Dutch Pledge ofIntercompany Receivables, the Dutch Pledge of Bank Accounts, Dutch Pledge of IPRights, Dutch Pledge of Insurance Claims and Dutch Pledge of Receivables eachdated as of the Effective Date, and (b) each other security agreement or assetpledge agreement which may be executed and delivered from time to time by aDutch Obligor in favor of the Collateral Agent, pursuant to which such DutchObligor grants a Lien to the Collateral Agent, for the ratable benefit of theSecured Parties, on personal property owned by such Dutch Obligor to securesuch Dutch Obligor’s Guaranteed Obligations,****substantially in the form of Exhibit I-3,as any of the foregoing may be amended, restated, supplemented or otherwisemodified from time to time.

**“Dutch Collateral Documents”**means each of the following documents: (a) the Dutch Asset Pledges, (b) Dutch Share Pledges and (c) anyother document executed by Holdings or any of its Subsidiaries and governed bythe laws of The Netherlands pursuant to which such Person has pledged orgranted a Lien to secure any of the Obligations (to the extent specifiedtherein) or its Guaranteed Obligations, as any of the foregoing may be amended,restated, supplemented or otherwise modified from time to time.

**“Dutch Share Pledges”** meansthe Dutch Share Pledges dated as of the Effective Date, pursuant to which theCapital Stock of Dutch Holdcos and Dutch OpCos are pledged in favor of theCollateral Agent, for the ratable benefit of the Secured Parties, to secure theObligations of each Euro Borrower and each Foreign Guarantor pursuant to theterms and subject to the conditions set forth herein (including, in particular,the limitations set forth in Section 7.13).

**“Dutch HoldCos”** meansAudatex Holdings III B.V., EuroCo and EuroHoldco.

**“Dutch Obligor”**means eachEuro Borrower and each Foreign Guarantor incorporated or residing in theNetherlands.

**“Dutch OpCos”** means SoleraNederland B.V. (previously named ABZ Business Services Nederland B.V.), CatoBerichtendienst B.V. and Audatex Network Services Netherlands B.V.

**“DutchPledge of Bank Accounts”** means the Dutch Pledge of Bank Accounts dated as of the EffectiveDate, executed by the Dutch Holdcos, Dutch OpCos and the Collateral Agent, asamended, restated, supplemented or otherwise modified from time to time.

**“DutchPledge of Intercompany Receivables”** means the Dutch Pledge ofIntercompany Receivables dated as of the Effective Date, executed by the DutchHoldcos, , 

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Dutch OpCos and theCollateral Agent, as amended, restated, supplemented or otherwise modified fromtime to time.

**“DutchPledge of IP Rights”** means the Dutch Pledge of IP Rightsdated as of the Effective Date, executed by EuroCo, Solera Nederland B.V(previously named ABZ Business Services Nederland B.V.) and CatoBerichtendienst B.V. and the Collateral Agent, as amended, restated,supplemented or otherwise modified from time to time.

**“DutchPledge of Insurance Claims”** means the Dutch Pledge ofInsurance Claims dated as of the Effective Date, executed by the Dutch Holdcos,Dutch OpCos and the Collateral Agent, as amended, restated, supplemented or otherwisemodified from time to time.

**“DutchPledge of Movable Assets”** means the Dutch Pledge of MovableAssets dated as of the Effective Date, executed by Dutch Holdcos, Dutch OpCosand the Collateral Agent, as amended, restated, supplemented or otherwise modifiedfrom time to time.

**“DutchPledge of Receivables”** means the Dutch Pledge of Receivablesdated as of the Effective Date, executed by the Dutch Holdcos, Dutch OpCos andthe Collateral Agent, as amended, restated, supplemented or otherwise modifiedfrom time to time.

**“EffectiveDate”** means May 16, 2007, the date on which the conditionsprecedent set forth in Section 3.3 shall have been satisfied or waived inaccordance with the terms hereof

**“EffectiveDate Certificate”** means an Effective Date Certificatesubstantially in the form of Exhibit G-1.

**“EffectiveDate Collateral Documents”** means the Dutch CollateralDocuments, the Effective Date Swiss Collateral Document and the Effective DateU.K. Security Agreements.

**“Effective Date Swiss CollateralDocument”** means the Restated Abstract Acknowledgement of Debt by Audatex Holding GmbH, substantially in the form of Exhibit I-6 ofthe Credit Agreement**,** asit may be amended, restated, supplemented or otherwise modified from time totime.

**“Effective Date U.K. Charge Over Shares”**means the charge over shares dated on or about the Effective Date substantially in the form contained inExhibit I-7 and entered into between Audatex Holding GmbH and theCollateral Agent, pursuant to which Audatex Holding GmbH shall charge in favorof the Collateral Agent, for the ratable benefit of the Secured Parties, theCapital Stock of U.K. Obligor to secure the Obligations of the Euro Borrowersand each Foreign Guarantor, asamended, restated, supplemented or otherwise modified from time to time.

**“Effective Date U.K. Debenture”**means the U.K. Debenture dated on or about the Effective Date substantially in the form contained inExhibit I-7 and entered into by the Collateral Agent and U.K. Obligor,pursuant to which U.K. Obligor shall grant Liens and/or fixed or floatingcharges to the Collateral Agent, for the ratable benefit of the SecuredParties, on or over all of its assets and undertakings to secure itsObligations (to the extent required by the

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U.K. Debenture) of theEuro Borrowers and each Foreign Guarantor, as amended, restated, supplemented or otherwise modified fromtime to time.

**“Effective Date****U.K. Security Agreements”**means, collectively, the Effective Date U.K. Charge Over Shares and theEffective Date U.K. Debenture.

**“EligibleAssignee”** means (i) any Lender, any Affiliate of any Lenderand any Related Fund (any two or more Related Funds being treated as a singleEligible Assignee for all purposes hereof), and (ii) any commercial bank,insurance company, investment or mutual fund or other fund or entity that is an“accredited investor” (as defined in Regulation D under the Securities Act) andwhich extends credit, buys or invests in loans, securities or other financialassets; provided, no Affiliate of Holdings or Sponsor shall be anEligible Assignee.

**“EmployeeBenefit Plan”** means any “employee benefit plan” as defined inSection 3(3) of ERISA, other than a Multiemployer Plan, which is or wassponsored, maintained or contributed to by, or required to be contributed by,Holdings, any of its Subsidiaries or, with respect to employee benefit plansfor which Holdings or any of its Subsidiaries could have any actual orpotential liability, any of their respective ERISA Affiliates.

**“EnvironmentalClaim”** means any investigation, notice, notice of violation,claim, action, suit, proceeding, demand, abatement order or other order ordirective (conditional or otherwise), by any Governmental Authority or anyother Person, arising (i) pursuant to or in connection with any actual or allegedviolation of any Environmental Law; (ii) in connection with any HazardousMaterial or any actual or alleged Hazardous Materials Activity; or (iii) inconnection with any actual or alleged damage, injury, threat or harm to health,safety, natural resources or the environment.

**“EnvironmentalLaws”** means any and all current or future foreign ordomestic, federal or state (or any subdivision of either of them), statutes,ordinances, orders, rules, regulations, judgments, Governmental Authorizations,or any other requirements of Governmental Authorities relating to (i)environmental matters, including those relating to any Hazardous MaterialsActivity; (ii) the generation, use, storage, transportation or disposal ofHazardous Materials; or (iii) occupational safety and health, industrialhygiene, land use or the protection of human, plant or animal health orwelfare, in any manner applicable to Holdings or any of its Subsidiaries or anyFacility.

**“ERISA”**means the Employee Retirement Income Security Act of 1974, as amended from timeto time, and any successor thereto.

**“ERISAAffiliate”** means, as applied to any Person, (i) anycorporation which is a member of a controlled group of corporations within themeaning of Section 414(b) of the Internal Revenue Code of which that Person isa member; (ii) any trade or business (whether or not incorporated) which is amember of a group of trades or businesses under common control within themeaning of Section 414(c) of the Internal Revenue Code of which that Person isa member; and (iii) any member of an affiliated service group within themeaning of Section 414(m) or (o) of the Internal Revenue Code of which thatPerson, any corporation described in clause (i) above or any trade or businessdescribed in clause (ii) above is a member. Any former

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ERISA Affiliate ofHoldings or any of its Subsidiaries shall continue to be considered an ERISAAffiliate of Holdings or any such Subsidiary within the meaning of thisdefinition with respect to the period such entity was an ERISA Affiliate ofHoldings or such Subsidiary and with respect to liabilities arising after suchperiod for which Holdings or such Subsidiary could be liable under the InternalRevenue Code or ERISA.

**“ERISAEvent”** means (i) a “reportable event” within the meaning ofSection 4043 of ERISA and the regulations issued thereunder with respect to anyPension Plan (excluding those for which the provision for 30-day noticeto the PBGC has been waived by regulation); (ii) the failure to meet theminimum funding standard of Section 412 of the Internal Revenue Code withrespect to any Pension Plan (whether or not waived in accordance with Section412(d) of the Internal Revenue Code) or the failure to make by its due date arequired installment under Section 412(m) of the Internal Revenue Code withrespect to any Pension Plan or the failure to make any required contribution toa Multiemployer Plan; (iii) the provision by the administrator of any PensionPlan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminatesuch plan in a distress termination described in Section 4041(c) of ERISA; (iv)the withdrawal by Holdings, any of its Subsidiaries or any of their respectiveERISA Affiliates from any Pension Plan with two or more contributing sponsorsor the termination of any such Pension Plan resulting in liability to Holdings,any of its Subsidiaries or any of their respective Affiliates pursuant toSection 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedingsto terminate any Pension Plan, or the occurrence of any event or conditionwhich might constitute grounds under ERISA for the termination of, or theappointment of a trustee to administer, any Pension Plan; (vi) the impositionof liability on Holdings, any of its Subsidiaries or any of their respectiveERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason ofthe application of Section 4212(c) of ERISA; (vii) the withdrawal of Holdings,any of its Subsidiaries or any of their respective ERISA Affiliates in acomplete or partial withdrawal (within the meaning of Sections 4203 and 4205 ofERISA) from any Multiemployer Plan if there is any potential liabilitytherefore, or the receipt by Holdings, any of its Subsidiaries or any of theirrespective ERISA Affiliates of notice from any Multiemployer Plan that it is inreorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or thatit intends to terminate or has terminated under Section 4041A or 4042 of ERISA;(viii) the occurrence of an act or omission which could give rise to theimposition on Holdings, any of its Subsidiaries or any of their respectiveERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l),or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) theassertion of a material claim (other than routine claims for benefits) againstany Employee Benefit Plan other than a Multiemployer Plan or the assetsthereof, or against Holdings, any of its Subsidiaries or any of theirrespective ERISA Affiliates in connection with any Employee Benefit Plan; (x)receipt from the Internal Revenue Service of notice of the failure of anyPension Plan (or any other Employee Benefit Plan intended to be qualified underSection 401(a) of the Internal Revenue Code) to qualify under Section 401(a) ofthe Internal Revenue Code, or the failure of any trust forming part of anyPension Plan to qualify for exemption from taxation under Section 501(a) of theInternal Revenue Code; (xi) the imposition of a Lien pursuant to Section401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA withrespect to any Pension Plan; or (xii) any event with respect to any ForeignPlan which is similar to any event described in any of subsections (i) through(xi) hereof.

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**“Euro”**and**“€”**means the single currency of theParticipating Member States.

**“Euro Borrowers”**as definedin the preamble hereto.

**“EuroHoldco”** means AudatexHoldings IV B.V., a company organized under the laws of The Netherlands.

**“Euro Top Holdco”** as definedin the recitals hereto.

**“EurodollarRate Loan”** means a Loan bearing interest at a rate determinedby reference to the Adjusted Eurodollar Rate.

**“European Loans”**means,collectively, the European Revolving Loans and the European Term Loans.

“**European****Revolving Commitment**” means thecommitment of a Lender to make or otherwise fund any European Revolving Loanand “**European Revolving Commitments**”means such commitments of all Lenders in the aggregate.  The amount of each Lender’s EuropeanRevolving Commitment, if any, as of the Effective Date is the amount in Euro asset forth in the Register or in the applicable Assignment Agreement.

**“EuropeanRevolving Exposure”** means, with respect to any Lender as ofany date of determination, (i) prior to the termination of the EuropeanRevolving Commitments, that Lender’s European Revolving Commitment; and (ii)after the termination of the European Revolving Commitments, the sum of (a) theaggregate outstanding principal amount of the European Revolving Loans of thatLender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usagein respect of all Letters of Credit issued by that Lender (net of anyparticipations by Lenders in such Letters of Credit) to the Euro Borrowers, (c)the aggregate amount of all participations by that Lender in any outstandingLetters of Credit or any unreimbursed drawing under any Letter of Credit issuedto the Euro Borrowers, (d) in the case of Swing Line Lender, the aggregateoutstanding principal amount of all Swing Line Loans (net of any participationstherein by other Lenders) made to the Euro Borrowers, and (e) the aggregateamount of all participations therein by that Lender in any outstanding SwingLine Loans made to the Euro Borrowers.

**“EuropeanRevolving Loan”**means a Loan made by the Lenders to the EuroBorrowers in Euro pursuant to Section 2.2(a).

**“European Term Loans”** meansthe European Term Loan C1 and the European Terms Loan C2 collectively.

**“European Term Loan C1”** means aLoan made by the Lenders to EuroCo in Euro pursuant to Section 2.1(a)(ii).

**“European Term Loan C2”** means aLoan made by the Lenders to EuroHoldco in Euro pursuant to Section 2.1(a)(iii).

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**“European Term Loan Commitments”**means the European Term Loan C1 Commitment and the European Term Loan C2Commitment.  The aggregate amount of theEuropean Term Loan Commitments as of the Effective Date is €280,000,000.

**“European Term Loan C1 Commitment”**means the commitment of a Lender to make or otherwise fund the European TermLoan C1.  The amount of each Lender’sEuropean Term Loan C1 Commitment, if any, is the Foreign Currency Equivalent asof the Effective Date of the amount set forth by such Lender’s name on AppendixA-2, in the schedule to its Lender Consent Letter with respect to a ContinuingLender or in the applicable Assignment Agreement, subject to any adjustment orreduction pursuant to the terms and conditions hereof.  The aggregate amount of the European TermLoan C1 Commitments as of the Effective Date is €52,080,000.

**“European Term Loan C2 Commitment”**means the commitment of a Lender to make or otherwise fund the European TermLoan C2.  The amount of each Lender’sEuropean Term Loan C2 Commitment, if any, is the Foreign Currency Equivalent asof the Effective Date of the amount set forth by such Lender’s name on AppendixA-2, in the schedule to its Lender Consent Letter with respect to a ContinuingLender or in the applicable Assignment Agreement, subject to any adjustment orreduction pursuant to the terms and conditions hereof. The aggregate amount ofthe European Term Loan C2 Commitments as of the Effective Date is €227,920,000.

**“EuropeanTerm Loan Exposure”**means, with respect to any Lender as ofany date of determination, the outstanding principal amount of the EuropeanTerm Loans of such Lender; provided, at any time prior to the making ofthe European Term Loans, the European Term Loan Exposure of any Lender shall beequal to the aggregate of such Lender’s European Term Loan Commitments.

**“EuropeanTerm Loan Maturity Date”** means the earlier of (i) the seven year anniversary of the EffectiveDate, and (ii) the date that all European Term Loans shall become due andpayable in full hereunder, whether by acceleration or otherwise.

**“EuropeanTerm Loan C Note”**means a promissory note in the form ofExhibit B-2, as it may be amended, supplemented or otherwise modified from timeto time.

**“Eventof Default”** means each of the conditions or events set forthin Section 8.1.

**“ExchangeAct”** means the Securities Exchange Act of 1934, as amendedfrom time to time, and any successor statute.

**“Excluded Subsidiary”** meansany Subsidiary (excluding Guarantors) which, together with its ownSubsidiaries, as consolidated in the consolidated financial statements ofHoldings, accounts for (i) less than 5% of the consolidated assets of Holdingsas of the last day of the most recently ended Fiscal Quarter and (ii) less than5% of Consolidated Adjusted EBITDA of Holdings for the most recently endedperiod of four consecutive Fiscal Quarters; provided, however,that any Excluded Subsidiary may be designated a Guarantor pursuant to Section5.10(b).

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**“Existing Domestic Term Loans”**as defined in the recitals.

**“Existing European Term Loans”**as defined in the recitals.

**“ExistingEuropean Term Loan A”** means the European Term Loan A asdefined in the Existing First Lien Credit Agreement.

**“ExistingEuropean Term Loan B”** means the European Term Loan B asdefined in the Existing First Lien Credit Agreement.

**“ExistingEuropean Term Loans”** as defined in the recitals.

**“ExistingFirst Lien Credit Agreement”** as defined in the recitals.

**“ExistingFirst Lien Lenders”** means each financial institution that isa “Lender” as defined in the Existing First Lien Credit Agreement.

**“ExistingHoldco PIK Credit Agreement”** as defined in the recitals.

**“Existing Indebtedness”**means the Existing Term Loans and Indebtedness and other obligationsoutstanding under the Existing Second Lien Credit Agreement and the ExistingHoldco PIK Agreement.

**“ExistingSecond Lien Credit Agreement”** as defined in the recitals.

**“ExistingSecond Lien European Term Loan A”** means the European TermLoan A as defined in Existing Second Lien Credit Agreement.

**“ExistingSecond Lien European Term Loan B”** means the European TermLoan B as defined in Existing Second Lien Credit Agreement.

**“ExistingTerm Loans”** as defined in the recitals.

**“Existing Shareholder”** means any of the Sponsor and themembers of management of Solera Holdings, Inc. and the Credit Parties that areshareholders of Solera Holdings, Inc. as of the Effective Date.

**“Facility”**means any real property (including all buildings, fixtures or other improvementslocated thereon) now, hereafter or heretofore owned, leased, operated or usedby Holdings or any of its Subsidiaries or any of their respective predecessorsor Affiliates.

**“FairShare Contribution Amount”** as defined in Section 7.2.

**“FairShare”** as defined in Section 7.2.

**“FederalFunds Effective Rate”** means for any day, the rate per annum(expressed, as a decimal, rounded upwards, if necessary, to the next higher1/100 of 1%) equal to the weighted average of the rates on overnight Federalfunds transactions with members of the Federal Reserve System arranged byFederal funds brokers on such day, as published by the

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Federal Reserve Bank ofNew York on the Business Day next succeeding such day; provided,(i) if such day is not a Business Day, the Federal Funds Rate for such dayshall be such rate on such transactions on the next preceding Business Day asso published on the next succeeding Business Day, and (ii) if no such rate isso published on such next succeeding Business Day, the Federal Funds Rate forsuch day shall be the average rate charged to Administrative Agent, in itscapacity as a Lender, on such day on such transactions as determined byAdministrative Agent.

**“FinancialOfficer Certification”** means, with respect to the financialstatements for which such certification is required, the certification of thechief financial officer of Holdings that such financial statements fairlypresent, in all material respects, the financial condition of Holdings and itsSubsidiaries as at the dates indicated and the results of their operations andtheir cash flows for the periods indicated, subject to changes resulting fromaudit and normal year-end adjustments and, in the case of unauditedfinancial statements, the absence of footnotes.

**“FinancialPlan”** as defined in Section 5.1(i).

**“FirstPriority”** means, with respect to any Lien purported to becreated in any Collateral pursuant to any Collateral Document, that such Lienranks first in priority to all other Liens, other than any Permitted Lien thatis permitted to have higher priority.

**“FiscalQuarter”** means a fiscal quarter of any Fiscal Year.

**“FiscalYear”** means the fiscal year of Holdings and its Subsidiariesending on June 30 of each calendar year.

**“ForeignCredit Party”** means any Credit Party, other than a DomesticCredit Party.

**“ForeignCurrency Equivalent”** means, with respect to any amountdenominated in Dollars, on any date, the amount of Euro that may be purchasedwith such amount of Dollars at the Spot Exchange Rate on such date.

**“ForeignGuarantors”** means, on the date of this Agreement, eachForeign Subsidiary of Holdings (other than a Domestic Guarantor) listed on thesignature pages of this Agreement and thereafter each Foreign Subsidiary ofHoldings (other than a Domestic Guarantor), other than Excluded Subsidiaries,that signs a Counterpart Agreement or such other accession agreement to thisAgreement as a Foreign Guarantor accepted and agreed by, and in form andsubstance reasonably satisfactory to, the Administrative Agent.  For the avoidance of doubt, Audatex Canada,ULC shall be treated as a Domestic Guarantor, not a Foreign Guarantor.

**“Foreign****Plan”**means any employee benefit planmaintained by Holdings or any of its Subsidiaries that is mandated or governedby any law, rule or regulation of any Government Authority other than theUnited States, any State thereof or any other political subdivision thereof.

**“Foreign****Subsidiary”** means any Subsidiary that is nota Domestic Subsidiary.

**“Funding****Default”** as defined in Section 2.22.

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**“Funding****Guarantors”** as defined in Section 7.2.

**“Funding****Notice”** means a notice substantially inthe form of Exhibit A-1.

**“GAAP”**means, subject to the limitations on the application thereof set forth inSection 1.2, United States generally accepted accounting principles in effectas of the date of determination thereof.

**“GermanCollateral Documents”** means each of the following documents:The share pledge agreements over the shares of ADP Business Services GmbH,Audatex Daten Internationale Datenentwicklungs GmbH, ArgeMu Holding GmbH,Exsoft GmbH, HADAKON Kommunikations Systeme GmbH, the security assignments ofreceivables of all trade and intercompany receivables of ADP Business ServicesGmbH, Audatex Daten Internationale Datenentwicklungs GmbH, ArgeMu Holding GmbH,Exsoft GmbH and HADAKON Kommunkations Systeme GmbH, the account pledgeagreements relating to all bank accounts of ADP Business Services GmbH, AudatexDaten Internationale Datenentwicklungs GmbH, ArgeMu Holding GmbH, Exsoft GmbHand HADAKON Kommunikations Systeme, the Abstract Acknowledgement of Debt byArgeMu Holdings GmbH and the AbstractAcknowledgement of Debt made by Audatex Holding GmbH, in each case substantially in the form ofExhibit I-4 of the Existing First Lien Credit Agreement, as any of the foregoinghas been or may be amended, restated, supplemented or otherwise modifiedfrom time to time.

**“GovernmentalActs”** means any act or omission, whether rightful orwrongful, of any present or future de jure or de facto government orGovernmental Authority.

**“Governmental****Authority”** means any foreign or domestic,federal, state, municipal, supranational, national or other government,governmental department, commission, board, bureau, court, agency orinstrumentality or political subdivision thereof or any entity, officer orexaminer exercising executive, legislative, judicial, regulatory oradministrative functions of or pertaining to any government or any court, ineach case whether associated with a state of the United States, the UnitedStates, or a foreign entity or government.

**“Governmental****Authorization”** means any permit, license,authorization, plan, directive, consent order or consent decree of or from anyGovernmental Authority.

**“Grantor”******means a “Grantor” as defined in the Pledge and SecurityAgreement or a “Chargor” as defined in the U.K. Collateral Documents or otherapplicable Collateral Documents, or a “Pledgor” as defined in the DutchCollateral Documents.

**“Group”**as defined in Schedule 1.1A.

**“Guaranteed****Obligations”**as defined in Section 7.1.

**“Guarantor”**means each Domestic Guarantor and each Foreign Guarantor; provided, however,the Euro Borrowers and each Foreign Subsidiary, other than any ForeignSubsidiary of Holdings that is treated as a pass-through or disregarded entityfor United States federal income tax purposes and all of the Capital Stock ofwhich is directly owned by Holdings

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or one or moreDomestic Subsidiaries of Holdings, shall not be “Guarantors” of the Obligationsof the U.S. Borrower or any Domestic Guarantor).

**“Guaranty”**means the guaranty of each Guarantor set forth in Section 7.

**“Hazardous****Materials”** means any chemical, material orsubstance, exposure to which is prohibited, limited or regulated by anyGovernmental Authority or which may or could pose a hazard to the health andsafety of the owners, occupants or any Persons in the vicinity of any Facilityor to the indoor or outdoor environment.

**“Hazardous****Materials Activity”** means any past,current, proposed or threatened activity, event or occurrence involving anyHazardous Materials, including the use, manufacture, possession, storage,holding, presence, existence, location, Release, threatened Release, discharge,placement, generation, transportation, processing, construction, treatment,abatement, removal, remediation, disposal, disposition or handling of anyHazardous Materials, and any corrective action or response action with respectto any of the foregoing.

**“HedgeAgreement”** means an Interest Rate Agreement entered into witha Lender Counterparty in order to satisfy the requirements of this Agreement.

**“HighestLawful****Rate”** means the maximum lawfulinterest rate, if any, that at any time or from time to time may be contractedfor, charged, or received under the laws applicable to any Lender which arepresently in effect or, to the extent allowed by law, under such applicablelaws which may hereafter be in effect and which allow a higher maximumnonusurious interest rate than applicable laws now allow.

**“Holdings”**as defined in the preamble hereto.

**“IncreasedAmount Date”** as defined in Section 2.24.

**“Increased-CostLenders”** as defined in Section 2.23.

**“Indebtedness,”**as applied to any Person, means, without duplication, (i) all indebtedness forborrowed money; (ii) that portion of obligations with respect to Capital Leasesthat is properly classified as a liability on a balance sheet in conformitywith GAAP; (iii) notes payable and drafts accepted representing extensions ofcredit whether or not representing obligations for borrowed money; (iv) anyobligation owed for all or any part of the deferred purchase price of propertyor services (excluding any such obligations incurred under ERISA), whichpurchase price is (a) due (or remains unpaid) more than 120 days from the dateof incurrence of the obligation in respect thereof or (b) evidenced by a noteor similar written instrument; (v) all Indebtedness secured by any Lien on anyproperty or asset owned or held by that Person regardless of whether theIndebtedness secured thereby shall have been assumed by that Person or is nonrecourseto the credit of that Person; (vi) the face amount of any letter of creditissued for the account of that Person or as to which that Person is otherwiseliable for reimbursement of drawings, or any similar reimbursement orcounter-indemnity obligations; (vii) the direct or indirect guaranty,endorsement (otherwise than for collection or deposit in the ordinary course ofbusiness), co-making, discounting with recourse or sale with recourse bysuch Person of the obligation of another; (viii) any obligation of such Personthe primary purpose,

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intent or effect of whichis to provide assurance to an obligee that the obligation of the obligorthereof will be paid or discharged, or any agreement relating thereto will becomplied with, or the holders thereof will be protected (in whole or in part)against loss in respect thereof, or to raise finance for or on behalf of suchPerson; (ix) any liability of such Person for an obligation of another throughany agreement (contingent or otherwise) (a) to purchase, repurchase orotherwise acquire such obligation or any security therefor, or to provide fundsfor the payment or discharge of such obligation (whether in the form of loans,advances, stock purchases, capital contributions or otherwise) or (b) tomaintain the solvency or any balance sheet item, level of income or financialcondition of another if, in the case of any agreement described undersubclauses (a) or (b) of this clause (ix), the primary purpose, intent oreffect thereof is as described in clause (viii) above; and (x) all obligationsof such Person in respect of any exchange traded or over the counter derivativetransaction, including, without limitation, any Interest Rate Agreement andCurrency Agreement, whether entered into for hedging or speculative purposes; provided,(A) deferred compensation arrangements,(B) non-compete or consulting obligations incurred in connection with PermittedAcquisitions, (C) earn-out obligations until such obligations are earned ormature in accordance with GAAP, (D) deemed Indebtedness pursuant to FASB 133 or150, (E) obligations under any Interest Rate Agreement and any CurrencyAgreement or (F) intercompany Indebtedness permitted under Section 6.1(b),shall only be deemed “Indebtedness” for purposes of Section 6.1 and not anyother purpose hereunder.

**“IndemnifiedLiabilities”** means, collectively, any and all liabilities,obligations, losses, damages (including natural resource damages), penalties,claims (including Environmental Claims), actions, judgments, suits, costs(including the costs of any investigation, study, sampling, testing, abatement,cleanup, removal, remediation or other response action necessary to remove,remediate, clean up or abate any Hazardous Materials Activity), expenses anddisbursements of any kind or nature whatsoever (including the reasonableout-of-pocket fees and disbursements of counsel for Indemnitees in connectionwith any investigative, administrative or judicial proceeding or hearingcommenced or threatened by any Person, whether or not any such Indemnitee shallbe designated as a party or a potential party thereto, and any out-of-pocketfees or expenses incurred by Indemnitees in enforcing this indemnity), whetherdirect, indirect or consequential and whether based on any federal, state orforeign laws, statutes, rules or regulations (including securities andcommercial laws, statutes, rules or regulations and Environmental Laws), oncommon law or equitable cause or on contract or otherwise, that may be imposedon, incurred by, or asserted against any such Indemnitee, in any mannerrelating to or arising out of (i) this Agreement or the other Credit Documentsor the transactions contemplated hereby or thereby (including the Lenders’agreement to make Credit Extensions or the use or intended use of the proceedsthereof, or any enforcement of any of the Credit Documents (including any saleof, collection from, or other realization upon any of the Collateral or theenforcement of the Guaranty)); or (ii) any Environmental Claim or any HazardousMaterials Activity relating to or arising from, directly or indirectly, anypast or present activity, operation, land ownership, or practice of Holdings orany of its Subsidiaries.

**“Indemnitee”**as defined in Section 11.3.

**“Installment”** as defined inSection 2.12.

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**“Intellectual Property”**means the following that are owned by Holdings or any of its Subsidiaries: (i)any patents, trade marks, service marks, designs, business names, copyrights,design rights, moral rights, inventions, confidential information, know-how andother intellectual property rights and interest, whether registered orunregistered; and (ii) the benefit of applications to register and rights touse the above.

**“Intercompany Note”** means apromissory note or notes substantially in the form of Exhibit K evidencingIndebtedness owed among the Credit Parties and their Subsidiaries.

**“InterestPayment Date”** means with respect to (i) any Loan that is aBase Rate Loan, each March 31, June 30, September 30 and December 31 of eachyear, commencing on September 30, 2006 through the final maturity date of suchLoan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of eachInterest Period applicable to such Loan; provided, in the case of eachInterest Period of longer than three months “Interest Payment Date” shall alsoinclude each date that is three months, or an integral multiple thereof, afterthe commencement of such Interest Period

**“InterestPeriod”** means, in connection with a Eurodollar Rate Loan, aninterest period of one-, two-, three- or six-months, orto the extent acceptable to all applicable Lenders, nine- or twelve-months, ineach case as selected by Borrowers in the applicable Funding Notice orConversion/Continuation Notice, (i) initially, commencing on the Credit Date orConversion/Continuation Date thereof, as the case may be; and (ii) thereafter,commencing on the day on which the immediately preceding Interest Periodexpires; provided, (a) if an Interest Period would otherwise expire on aday that is not a Business Day, such Interest Period shall expire on the nextsucceeding Business Day unless no further Business Day occurs in such month, inwhich case such Interest Period shall expire on the immediately precedingBusiness Day; (b) any Interest Period that begins on the last Business Day of acalendar month (or on a day for which there is no numerically corresponding dayin the calendar month at the end of such Interest Period) shall, subject toclauses (c) and (d), of this definition, end on the last Business Day of a calendarmonth; (c) no Interest Period with respect to any portion of any Class of TermLoans shall extend beyond such Class’s Term Loan Maturity Date; and (d) noInterest Period with respect to any portion of the Revolving Loans shall extendbeyond the Revolving Commitment Termination Date.

**“InterestRate Agreement”** means any interest rate swap agreement,interest rate cap agreement, interest rate collar agreement, interest ratehedging agreement or other similar agreement or arrangement, each of which isfor the purpose of hedging the interest rate exposure associated with Holdings’and its Subsidiaries’ operations and not for speculative purposes.

**“InterestRate Determination Date”** means, with respect to any InterestPeriod:  (i) if the currency is Euro, thedate that is two TARGET Days before the first day of that Interest Period and(ii) if the currency is Dollars, the date that is two Business Days prior tothe first day of such Interest Period.

**“InternalRevenue Code”** means the Internal Revenue Code of 1986, asamended to the date hereof and from time to time hereafter, and any successorstatute.

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**“Investment”**means (i) any direct or indirect purchase or other acquisition by Holdings orany of its Subsidiaries of, or of a beneficial interest in, any of theSecurities of any other Person; (ii) any direct or indirect redemption,retirement, purchase or other acquisition for value, by any Subsidiary ofHoldings from any Person (other than Holdings or any Domestic Guarantor), ofany Capital Stock of such Person; and (iii) any direct or indirect loan,advance (other than advances to employees for moving, entertainment and travelexpenses, drawing accounts and similar expenditures in the ordinary course ofbusiness) or capital contributions by Holdings or any of its Subsidiaries toany other Person (other than Holdings or any Domestic Guarantor), including allindebtedness and accounts receivable from such other Person that are notcurrent assets or did not arise from sales to such other Person in the ordinarycourse of business.  The amount of anyInvestment shall be the original cost of such Investment plus the cost of alladditions thereto, without any adjustments for increases or decreases in value,or write-ups, write-downs or write-offs with respect to suchInvestment.

**“IPSecurity Agreement”**meanseach IP Security Agreement, dated as of the Closing Date, by and amongHoldings, Borrower, Guarantor and Collateral Agent, as applicable.

**“IPO Proceeds”** as defined in therecitals.

**“IssuanceNotice”** means an Issuance Notice substantially in the form ofExhibit A-3.

**“IssuingBank”** means Citibank, N.A. as Issuing Bank hereunder,together with its permitted successors and assigns in such capacity.

**“JoinderAgreement”** means an agreement substantially in the form ofExhibit L.

**“JointVenture”** means a joint venture, partnership or other similararrangement with a third party non-Affiliate, whether in corporate, partnershipor other legal form; provided, in no event shall any Subsidiary of anyPerson be considered to be a Joint Venture to which such Person is a party.

**“LandlordPersonal Property Collateral Access Agreement”** means aLandlord Waiver and Consent Agreement substantially in the form of Exhibit Jwith such amendments or modifications as may be reasonably approved byCollateral Agent.

**“L/C Reserve Account”** as definedin Section 10.2.

**“LeadArranger”** as defined in the preamble hereto.

**“LeaseholdProperty”** means any leasehold interest of any Credit Party aslessee under any lease of real property whereCollateral having a fair market value in excess of $2,500,000 is located.

**“Lender”**means each financial institution listed on the signature pages hereto as aLender, each Continuing Lender and any other Person that becomes a party heretopursuant to an Assignment Agreement.

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**“LenderConsent Letters”** means the lender consent letters authorizingthe amendment and restatement of the Existing First Lien Credit Agreement and,in the case of Continuing Lenders, agreeing to convert all or a portion of theExisting Term Loans made by such Lender to Domestic Tranche C Term Loans orEuropean Term Loans hereunder, as applicable.

**“Lender****Counterparty”** means each Lender, each Agent and each of their respective Affiliatescounterparty to a Hedge Agreement (including any Person who is an Agent or aLender (and any Affiliate thereof) as of the Closing Date or the EffectiveDate, as the case may be, but subsequently, whether before or after enteringinto a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be)including, without limitation, each such Affiliate that appoints the CollateralAgent as its agent and agrees to be bound by the Credit Documents as a SecuredParty, subject to Section 9.8(c).

**“Letterof Credit”** means a commercial or standby letter of creditissued or to be issued by Issuing Bank pursuant to this Agreement.

**“Letterof Credit Sublimit”** means the lesser of (i) $20,000,000 and(ii) the aggregate unused amount of the Revolving Commitments then in effect.

**“Letterof Credit Usage”** means, as at any date of determination, thesum of (i) the maximum aggregate amount which is, or at any timethereafter may become, available for drawing under all Letters of Credit thenoutstanding, and (ii) the aggregate amount of all drawings under Letters ofCredit honored by Issuing Bank and not theretofore reimbursed by or on behalfof a Borrower.

**“Leverage****Ratio”** means the ratio as of the last day of any Fiscal Quarter of (i)Consolidated Total Debt as of such day (net of (i) Cash and Cash Equivalents ofHoldings and its Subsidiaries held in accounts in which Holdings or suchSubsidiary has granted a Lien for the benefit of the Secured Parties pursuantto a Collateral Document and(ii) existing Indebtedness to the extent such Indebtedness iscash-collateralized) to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarterperiod ending on such date.

**“Lien”**means (i) any lien, mortgage, pledge, assignment, security interest, charge orencumbrance of any kind (including any agreement to give any of the foregoing,any conditional sale or other title retention agreement, and any lease orlicense in the nature thereof) and any option, trust or other preferentialarrangement having the practical effect of any of the foregoing and (ii) in thecase of Securities, any purchase option, call or similar right of a third partywith respect to such Securities.

**“Loan”**means a Domestic Loan, a European Loan, a Revolving Loan, a Swing Line Loan anda New Term Loan.

**“LocalTime”** shall mean (a) with respect to a Loan or Letter ofCredit denominated in, or delivery of, Dollars, or notice with respect to anyLoan or Letter of Credit, New York City time, (b) with respect to the fundingwith respect to a Loan or Letter of Credit denominated in, or delivery of,Euro, London time.

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**“Luxemburg Collateral Documents”**means mean any Collateral Document governed by Luxembourg law and concluded tosecure the Guaranteed Obligations under this Agreement, in particular a pledgeagreement over bank accounts of Audatex Holdings II S.à R.L., a pledgeagreement over all parts in Audatex Holdings II S.à R.L. and a pledge agreementover receivables held by Audatex Holdings II S.à R.L, in each case, substantially in the form of Exhibit I-5 of the Existing First Lien Credit Agreement,as any of the foregoing has been or may be amended, restated, supplemented orotherwise modified from time to time.

**“MandatoryCost”**means thepercentage rate per annum calculated in accordance with Schedule 1.1B.

**“MarginStock”** as defined in Regulation U of the Board of Governorsas in effect from time to time.

**“MaterialAdverse Effect”** means a material adverse effect on and/ormaterial adverse developments with respect to (i) the business, operations,properties, assets or financial condition of Holdings and its Subsidiariestaken as a whole (after taking intoaccount any applicable insurance and any applicable indemnification, to theextent the relevant indemnitors and insurers have acknowledged coverage);(ii) the ability of the Credit Parties, taken as a whole, to fully and timelyperform their Obligations; (iii) the legality, validity, binding effect orenforceability against a Credit Party of a material Credit Document to which itis a party; or (iv) the rights, remedies and benefits available to, orconferred upon, any Agent and any Lender or any Secured Party under anymaterial Credit Document.

**“Moody’s”**means Moody’s Investor Services, Inc.

**“Minority Acquisition”** meansany acquisition by a member of the Group of the entire issued share capital(or, in respect of existing (non-wholly owned) members of the Group, existingminority interests and joint ventures) not already owned by a member of theGroup if thereafter the non-wholly owned member of the Group, the company inwhich the member of the Group held a minority interest or the joint venturebecomes a wholly-owned Subsidiary of Holdings.

**“MultiemployerPlan”** means any employee benefit plan which is a “multiemployerplan” as defined in Section 3(37) of ERISA.

**“NAIC”**means The National Association of Insurance Commissioners, and any successorthereto.

**“NarrativeReport”** means, with respect to the financial statements forwhich such narrative report is required, a narrative report describing theoperations of Holdings and its Subsidiaries in the form prepared forpresentation to senior management thereof for the applicable Fiscal Quarter.

**“Net Asset Sale Proceeds”**means, with respect to any Asset Sale (other than an Asset Sale consisting ofan operating lease (as determined in accordance with GAAP), where one or moreBorrowers or Guarantors is acting as lessor, entered into in the ordinarycourse of business), an amount equal to: (i) Cash payments (including any Cashreceived by way of

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deferred paymentpursuant to, or by monetization of, a note receivable or otherwise, but only asand when so received) received by Holdings or any of its Subsidiaries from suchAsset Sale, minus (ii) any bona fide direct costs incurred in connectionwith such Asset Sale, including (a) income or gains taxes payable by the selleras a result of any gain recognized in connection with such Asset Sale and customary and reasonable fees,legal fees, brokerage fees, commissions, costs and other expenses,(b) payment of the outstanding principal amount of, premium or penalty, ifany, and interest on any Indebtedness (other than the Loans) that is secured bya Lien on the stock or assets in question and that is required to be repaidunder the terms thereof as a result of such Asset Sale and (c) a reasonablereserve for any indemnification payments (fixed or contingent) attributable toseller’s indemnities and representations and warranties to purchaser in respectof such Asset Sale undertaken by Holdings or any of its Subsidiaries inconnection with such Asset Sale.

**“NetInsurance/Condemnation Proceeds”** means an amount equalto:  (i) any Cash payments or proceedsreceived by Holdings or any of its Subsidiaries (a) under any property orcasualty insurance policy in respect of a covered loss thereunder or (b) as aresult of the taking of any assets of Holdings or any of its Subsidiaries byany Person pursuant to the power of eminent domain, condemnation or otherwise,or pursuant to a sale of any such assets to a purchaser with such power underthreat of such a taking, minus (ii) (a) any actual and reasonable costsincurred by Holdings or any of its Subsidiaries in connection with theadjustment or settlement of any claims of Holdings or such Subsidiary inrespect thereof, (b) any bona fide direct costs incurred in connection with anysale of such assets as referred to in clause (i)(b) of this definition,including Taxes payable as a result of any gain recognized or otherwise inconnection therewith and (c) payment of the outstanding principal amount of,premium or penalty, if any, and interest on any Indebtedness (other than the Loans)that is secured by a Lien on the assets subject to the events described inclauses (i)(a) and (b) above that is required to be repaid under the termsthereof.

**“NewTerm Loan Commitments”** as defined in Section 2.24.

**“NewTerm Loan Exposure”** means, with respect to any Lender, as ofany date of determination, the outstanding principal amount of the New TermLoans of such Lender.

**“NewTerm Loan Lender”** as defined in Section 2.24.

**“NewTerm Loan Maturity Date”** means the date that New Term Loansof  a Series shall become due and payablein full hereunder, as specified in the applicable Joinder Agreement, includingby acceleration or otherwise.

**“NewTerm Loans”** as defined in Section 2.24.

**“Nonpublic Information”**means information which has not been disseminated in a manner making itavailable to investors generally, within the meaning of Regulation FD.

**“Non-USLender”** as defined in Section 2.20(d).

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**“Non-US Participant”** meansany participant that is not a United States Person (as such term is defined inSection 7701(a)(30) of the Internal Revenue Code) for U.S. federal income taxpurposes.

**“Note”**means a Domestic Tranche C Term Loan Note, a European Term Loan C Note, aRevolving Loan Note or a Swing Line Note.

**“Notice”**means a Funding Notice, an Issuance Notice, or a Conversion/ ContinuationNotice.

**“Obligations”**means all obligations of every nature of each Credit Party, includingobligations from time to time owed to the Agents (including former Agents), theLenders or any of them and Lender Counterparties, under any Credit Document orHedge Agreement, whether for principal, interest (including interest which, butfor the filing of a petition in bankruptcy with respect to such Credit Party,would have accrued on any Obligation, whether or not a claim is allowed againstsuch Credit Party for such interest in the related bankruptcy proceeding),reimbursement of amounts drawn under Letters of Credit, payments for earlytermination of Hedge Agreements, fees, expenses, indemnification or otherwise.

**“ObligeeGuarantor”** as defined in Section 7.7.

**“OrganizationalDocuments”** means (i) with respect to any corporation, itscertificate or articles of incorporation or organization, as amended, and itsby-laws, as amended, (ii) with respect to any limited partnership, itscertificate of limited partnership, as amended, and its partnership agreement,as amended, (iii) with respect to any general partnership, its partnershipagreement, as amended, (iv) with respect to any limited liability company, itsarticles of organization, as amended, and its operating agreement, as amendedand (v) with respect to any Foreign Subsidiary, the equivalent thereof in itsjurisdiction of incorporation or organization. In the event any term or condition of this Agreement or any other CreditDocument requires any Organizational Document to be certified by a secretary ofstate or similar governmental official including an official of a non-U.S.government, the reference to any such “Organizational Document” shall only beto a document of a type customarily certified by such governmental official insuch official’s relevant jurisdiction.

**“OriginalCurrency”** as defined in Section 11.23(a).

**“OtherCurrency”** as defined in Section 11.23(a).

**“Participant”**as defined in Section11.6(g).

**“Participating Member State”**means any member state of the European Community that adopt or has adopted theEuro as its lawful currency in accordance with the legislation of the EuropeanCommunity relating to economic and monetary union.

**“PBGC”**means the Pension Benefit Guaranty Corporation or any successor thereto.

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**“PensionPlan”** means any Employee Benefit Plan, other than aMultiemployer Plan, which is subject to Section 412 of the Internal RevenueCode or Section 302 of ERISA.

**“PermittedAcquisition”** means any acquisition by Borrowers or anyGuarantors, whether by purchase, merger or otherwise, of all or substantiallyall of the assets of, all of the Capital Stock of, or a business line or unitor a division of, any Person; provided,

(i)            immediatelyprior to, and after giving effect thereto, no Default or Event of Default shallhave occurred and be continuing or would result therefrom;

(ii)           alltransactions in connection therewith shall be consummated, in all materialrespects, in accordance with all applicable laws and in conformity with allapplicable Governmental Authorizations;

(iii)          in the case of the acquisition of CapitalStock (other than Joint Ventures permitted under Section 6.7(h)), all of theCapital Stock (except for any such Securities in the nature of directors’qualifying shares required pursuant to applicable law) acquired or otherwiseissued by such Person or any newly formed Subsidiary of a Borrower inconnection with such acquisition shall be owned 100% by such Borrower or aGuarantor thereof, and such Borrower shall have taken, or caused to be taken,as of the date such Person becomes a Subsidiary of such Borrower, each of theactions set forth in Sections 5.10 and/or 5.11, as applicable;

(iv)          Holdingsand its Subsidiaries shall be in compliance with the financial covenants setforth in Section 6.8(a) and (b) on a pro forma basis after giving effect tosuch acquisition as of the last day of the Fiscal Quarter most recently endedfor which a Compliance Certificate has been delivered (as determined in accordancewith the second proviso of the definition of Consolidated Adjusted EBITDA);

(v)           Borrowersshall have delivered to Administrative Agent (A) at least 10 Business Daysprior to such proposed acquisition, (i) if requested by the AdministrativeAgent, a Compliance Certificate evidencing compliance with Section 6.8 asrequired under clause (iv) above and (ii) all other relevant financialinformation with respect to such acquired assets, including, withoutlimitation, the aggregate consideration for such acquisition and any otherinformation required to demonstrate compliance with Section 6.8 and (B)promptly upon reasonable request by Administrative Agent, (i) a copy of thedraft purchase agreement related to the proposed Permitted Acquisition (and anyrelated documents reasonably requested by Administrative Agent) and (ii) anyavailable quarterly and annual financial statements of the Person whose CapitalStock or assets are being acquired for the twelve (12) month period ending 45days immediately prior to such proposed Permitted Acquisition, including anyaudited financial statements that are available;

(vi)          anyPerson or assets or division as acquired in accordance herewith (x) shall be insame business or lines of business orsubstantially related or complementary to such line of business in whichHoldings and/or its Subsidiaries are engaged as of the Closing Date and (y)when considered in connection with each

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Guarantor’s obligationsunder the Credit Documents, does not result in such Guarantor’s contraventionof any applicable financial assistance rules;

(vii)         [reserved]; and

(viii)        except in the case of a Permitted Acquisitionfor which the purchase price does not exceed $50,000,000 and MinorityAcquisitions, the Borrowers shall have delivered to the Administrative Agentany information reasonably requested by the Administrative Agent.

Notwithstanding the foregoing, an acquisition consummated byBorrowers or any Guarantor that does not meet all or any of the criteria under(i) through (viii) herein shall nonetheless be a “Permitted Acquisition”hereunder to the extent the Requisite Lenders have approved such acquisition.

**“PermittedLiens”** means each of the Liens permitted pursuant to Section6.2.

**“Person”**means and includes natural persons, corporations, limited partnerships, generalpartnerships, limited liability companies, limited liability partnerships,joint stock companies, Joint Ventures, associations, companies, trusts, banks,trust companies, land trusts, business trusts or other organizations, whetheror not legal entities, and Governmental Authorities.

**“Platform”** as defined inSection 5.1(p).

**“Pledgeand Security Agreement”** means the Pledge and SecurityAgreement executed by U.S. Borrower and each Domestic Guarantor (other than aCanadian Guarantor) on the Closing Date substantially in the form of ExhibitI-1 attached to the Existing First Lien Credit Agreement, as it has been or maybe amended, supplemented or otherwise modified from time to time.

**“PrimeRate”** means the rate of interest quoted in *The Wall Street Journal*, Money RatesSection as the Prime Rate (currently defined as the base rate on corporateloans posted by at least 75% of the nation’s thirty (30) largest banks), as ineffect from time to time.  The Prime Rateis a reference rate and does not necessarily represent the lowest or best rateactually charged to any customer.  AnyAgent or any other Lender may make commercial loans or other loans at rates ofinterest at, above or below the Prime Rate.

**“PrincipalOffice”** means, for each of Administrative Agent, Swing LineLender and Issuing Bank, such Person’s “Principal Office” as set forth onAppendix B, or such other office or office of a third party or sub-agent, asappropriate, as such Person may from time to time designate in writing to Borrower,Administrative Agent and each Lender.

**“ProfessionalServices Agreement”** means the Professional ServicesAgreement, dated as of April 1, 2005, by and between GTCR Golder Rauner II,L.L.C. and Solera.

**“Projections”**as defined in Section 4.8.

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**“Pro Rata Share”**means (i) with respect to all payments, computations and other matters relatingto the Domestic Tranche C Term Loan of any Lender, the percentage obtained bydividing (a) the Domestic Tranche C Term Loan Exposure of that Lender by (b)the aggregate Domestic Tranche C Term Loan Exposure of all Lenders; (ii) withrespect to all payments, computations and other matters relating to theEuropean Term Loan of any Lender, the percentage obtained by dividing (a) theEuropean Term Loan Exposure of that Lender by (b) the aggregate European TermLoan Exposure of all Lenders, (iii) with respect to all payments, computationsand other matters relating to the Domestic Revolving Commitment or DomesticRevolving Loans of any Lender or any Letters of Credit issued to the U.S.Borrower or participations purchased therein by any Lender or anyparticipations in any Swing Line Loans made to the U.S. Borrower and purchasedby any Lender, the percentage obtained by dividing (a) the Domestic RevolvingExposure of that Lender by (b) the aggregate Domestic Revolving Exposure of allLenders and (iv) with respect to all payments, computations and other mattersrelating to the European Revolving Commitment or European Revolving Loans ofany Lender or any Letters of Credit issued to a Euro Borrower or participationspurchased therein by any Lender or any participations in any Swing Line Loansmade to a Euro Borrower and purchased by any Lender, the percentage obtained bydividing (a) the European Revolving Exposure of that Lender by (b) theaggregate European Revolving Exposure of all Lenders.  For all other purposes with respect to eachLender, “Pro Rata Share” means the percentage obtained by dividing (A) amountequal to the sum of the Domestic Tranche C Term Loan Exposure, the EuropeanTerm Loan Exposure, the Domestic Revolving Exposure and the European RevolvingExposure of that Lender, by (B) an amount equal to the sum of the aggregateDomestic Tranche C Term Loan Exposure, the aggregate European Term LoanExposure, the aggregate Domestic Revolving Exposure and the aggregate EuropeanRevolving Exposure of all Lenders.

**“Qualifying IPO”**means an underwritten primary public offering (other than a public offeringpursuant to a registration statement on Form S-8 (or any successor form)) ofthe common stock of Solera Holdings,Inc. or one or more of its Subsidiaries (i) pursuant to (1) an effectiveregistration statement filed with the United States Securities and ExchangeCommission in accordance with the Securities Act (whether alone or inconjunction with a secondary public offering), (2) a successful applicationbeing made for the admission of any part of the share capital of SoleraHoldings, Inc. or one or more of its Subsidiaries to the “Official List” of theUK Listing Authority and the admission of any part of the common stock of SoleraHoldings, Inc. or one or more of its Subsidiaries to trading on the LondonStock Exchange plc or in or on any exchange or market replacing the same or anyother national exchange or market in any country, or (3)  the grant of permission to deal in any partof the common stock of any Solera Holdings, Inc. or one or more of itsSubsidiaries on the Alternative Investment Market or the European Acquisitionof Securities Dealers Automated Quotation System or on any recognizedinvestment exchange (as that term is used in the Financial Services and MarketsAct 2000) or in or on any exchange or market replacing the same or any othernational exchange or market in any country and (ii) resulting in gross proceedsreceived by Solera Holdings, Inc. or one or more of its Subsidiaries of atleast $100,000,000.

**“Quebec Security Documents”**meansthe deed of hypothec, the debenture and the pledge of debenture granted by anyCredit Party under the laws of the Province of Quebec, as such documents may beamended, restated, supplemented or otherwise modified from time to time.

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**“Real Estate Asset”**means, at any time of determination, any interest (fee, leasehold or otherwise)then owned by any Credit Party in any real property.

**“Reference Banks”** means, theprincipal office in Frankfurt of Citigroup Global Markets Deutschland or suchother banks as may be appointed by the Administrative Agent in consultationwith Holdings.

**“Refunded Swing Line Loans”**as defined in Section 2.3(b)(iv).

**“Register”** asdefined in Section 2.7(b).

**“Registration Rights Agreement”**means that certain Registration Rights Agreement, dated as of April 1, 2005, byand among Solera Holdings, Inc., GTCR Fund VIII, L.P., a Delaware limitedpartnership, GTCR Fund VIII/B, L.P., a Delaware limited partnership, GTCRCo-Invest II, L.P., a Delaware limited partnership, and the other persons namedas parties therein from time to time.

**“Regulation D”**means Regulation D of the Board of Governors, as in effect from time to time.

**“Regulation FD”** means RegulationFD as promulgated by the US Securities and Exchange Commission under theSecurities Act and Exchange Act as in effect from time to time.

**“Reimbursement Date”**as defined in Section 2.4(d).

**“Related Agreements”**means the Acquisition Agreement and each other document and instrument executedwith respect thereto.

**“Related Fund”**means, with respect to any Lender that is an investment fund, any otherinvestment fund that invests in commercial loans and that is managed or advisedby the same investment advisor as such Lender or by an Affiliate of suchinvestment advisor.

**“Release”** means anyrelease, spill, emission, leaking, pumping, pouring, injection, escaping,deposit, disposal, discharge, dispersal, dumping, leaching or migration of anyHazardous Material into the indoor or outdoor environment (including theabandonment or disposal of any barrels, containers or other closed receptaclescontaining any Hazardous Material), including the movement of any Hazardous Materialthrough the air, soil, surface water or groundwater.

**“Replacement Lender”**as defined in Section 2.23.

**“Required Prepayment Date”**as defined in Section 2.15(c).

**“Requisite Lenders”** means one or more Lenders having or holdingDomestic Tranche C Term Loan Exposure, European Term Loan Exposure, DomesticRevolving Exposure and/or European Revolving Exposure representing more than50% of the sum of (i) the aggregate Domestic Tranche C Term Loan Exposure ofall Lenders, (ii) the aggregate European Term Loan 

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Exposure of all Lenders, (iii) the aggregate Domestic RevolvingExposure of all Lenders and (iv) the aggregate European Revolving Exposure ofall Lenders.

**“Requisite Revolving Lenders”** means one or more Lenders having or holdingDomestic Revolving Exposure and/or European Revolving Exposure representingmore than 50% of the sum of (i) Domestic Revolving Exposure of all Lenders and(ii) the aggregate European Revolving Exposure of all Lenders.

**“Reservations”**means anything disclosed by any of the legal opinionsdelivered to the Administrative Agent pursuant to Section 3.1.

**“Restricted Junior Payment”**means (i) any dividend or other distribution, direct or indirect, on account ofany shares of any class of stock of Holdings or Borrowers now or hereafter outstanding,except a dividend payable solely in shares of that class of stock to theholders of that class; (ii) any redemption, retirement, sinking fund or similarpayment, purchase or other acquisition for value, direct or indirect, of anyshares of any class of stock of Holdings or Borrowers now or hereafteroutstanding, except in a Cash-free, tax-free reorganization; (iii) any paymentmade to retire, or to obtain the surrender of, any outstanding warrants,options or other rights to acquire shares of any class of stock of Holdings orBorrowers now or hereafter outstanding; (iv) management or similar fees payableto Sponsor or any of its Affiliates****and (v) anypayment or prepayment of principal of, premium, if any, or interest on, orredemption, purchase, retirement, defeasance (including in-substance orlegal defeasance), sinking fund or similar payment with respect to, anyIndebtedness incurred pursuant to Section 6.1(s) or (v).

**“Restriction”** as defined inSection 2.14(g).

**“Revolving Commitment”**means the aggregate of the Domestic Revolving Commitments and the EuropeanRevolving Commitments.  The aggregateamount of the Revolving Commitments (including the Dollar amount of theEuropean Revolving Commitments) as of the Effective Date is $50,000,000.

**“Revolving Commitment Period”**means the period from the Closing Date to but excluding the RevolvingCommitment Termination Date.

**“Revolving Commitment TerminationDate”** means the earliest to occur of (i)  the sixthanniversary of the Closing Date, (ii) the date the Revolving Commitments arepermanently reduced to zero pursuant to Section 2.13(b) or 2.14 and (iii) thedate of the termination of the Revolving Commitments pursuant to Section 8.1.

**“Revolving Loan”**means a Domestic Revolving Loan or a European Revolving Loan, as applicable,and **“Revolving Loans”** means the DomesticRevolving Loans and European Revolving Loans, collectively.

**“Revolving Loan Note”**means a promissory note in the form of Exhibit B-3, as it may be amended,supplemented or otherwise modified from time to time.

**“S&P”** meansStandard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

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**“Secured Parties”**has the meaning assigned to that term in the applicable Collateral Document.

**“Securities”** meansany stock, shares, partnership interests, voting trust certificates,certificates of interest or participation in any profit-sharing agreementor arrangement, options, warrants, bonds, debentures, notes, or other evidencesof indebtedness, secured or unsecured, convertible, subordinated or otherwise,or in general any instruments commonly known as “securities” or anycertificates of interest, shares or participations in temporary or interimcertificates for the purchase or acquisition of, or any right to subscribe to,purchase or acquire, any of the foregoing.

**“Securities Act”**means the Securities Act of 1933, as amended from time to time, and anysuccessor statute.

**“Sellers”** means each of Automatic Data Processing, Inc., ADP AtlanticInc., ADP Nederland B.V., ADP International B.V., ADP Canada Co. and ADPPrivate Limited.

**“Senior Management Agreement”**as defined in the Existing First Lien Credit Agreement.

**“Series”** as definedin Section 2.24.

**“Solvency Certificate”**meansa Solvency Certificate of the chief financial officer of Holdings substantiallyin the form of Exhibit G-2.

**“Solvent”** means,means, with respect to all Credit Parties, taken as a whole, that as of thedate of determination, (a) the sum of the Credit Parties’ debt (includingcontingent liabilities) does not exceed the present fair saleable value, takenon a going concern basis of such Credit Parties’ present assets; (b) suchCredit Parties’ capital is not unreasonably small in relation to its businessas contemplated on the Effective Date and reflected in the Projections or withrespect to any transaction contemplated or undertaken after the Effective Date;and (c) the Credit Parties have not incurred and do not intend to incur, orbelieve (nor should they reasonably believe) that they will incur, debts beyondtheir ability to pay such debts as they become due (whether at maturity orotherwise), in each case, as determined exclusively under the Bankruptcy Code,including judicial and administrative interpretation thereunder.  For purposes of this definition, the amountof any contingent liability at any time shall be computed as the amount that,in light of all of the facts and circumstances existing at such time,represents the amount that can reasonably be expected to become an actual ormatured liability (irrespective of whether such contingent liabilities meet thecriteria for accrual under Statement of Financial Accounting Standard No. 5).

**“Solera”**means Solera, Inc., a Delaware corporationand an indirect Subsidiary of Holdings.

**“Sponsor”** meansGTCR Fund VIII, L.P. and its Affiliates.

**“Spot Exchange Rate”**means, at any date of determination thereof, the spot rate of exchange inLondon that appears on the display page applicable to the relevant currency on 

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the Bridge’s Telerate Service (or suchother page as may replace such page on such service for the purpose ofdisplaying the spot rate of exchange in London for the conversion of Dollarsinto Euros or Euros into Dollars); provided that if there shall at anytime no longer exist such a page on such service, the spot rate of exchangeshall be determined by reference to another similar rate publishing serviceselected by the Administrative Agent and reasonably acceptable to theBorrowers.

**“Subsidiary”** means,with respect to any Person, any corporation, partnership, limited liabilitycompany, association, joint venture or other business entity of which more than50% of the total voting power of shares of stock or other ownership interestsentitled (without regard to the occurrence of any contingency) to vote in theelection of the Person or Persons (whether directors, managers, trustees orother Persons performing similar functions) having the power to direct or causethe direction of the management and policies thereof is at the time owned orcontrolled, directly or indirectly, by that Person or one or more of the otherSubsidiaries of that Person or a combination thereof; provided, indetermining the percentage of ownership interests of any Person controlled byanother Person, no ownership interest in the nature of a “qualifying share” ofthe former Person shall be deemed to be outstanding.

**“Swing Line Lender”**means CUSA in its capacity as Swing Line Lender hereunder, together with itspermitted successors and assigns in such capacity.

**“Swing Line Loan”**means a Loan made by Swing Line Lender to a Borrower pursuant to Section 2.3.

**“Swing Line Note”**means a promissory note in the form of Exhibit B-4, as it may be amended,supplemented or otherwise modified from time to time.

**“Swing Line Sublimit”**means the lesser of (i) $10,000,000 and (ii) the aggregate unused amount ofRevolving Commitments then in effect.

**“SwissCollateral Documents”**means each of the following documents: the share pledge agreement overthe shares in Audatex Holding GmbH; the share pledge agreement over the sharesin each Audatex GmbH, Audatex (Schweiz) GmbH and Audatex Systems GmbH; thefiduciary assignment agreement and declaration of assignment regarding certainassets and claims of Audatex Holding GmbH, Audatex GmbH, Audatex (Schweiz) GmbHand Audatex Systems GmbH; the pledge agreement regarding intellectual propertyrights of Audatex Holding GmbH, Audatex GmbH, Audatex (Schweiz) GmbH andAudatex Systems GmbH; the trademark pledge regarding trademarks of each AudatexHolding GmbH, Audatex GmbH, Audatex (Schweiz) GmbH and Audatex Systems GmbH;all substantially in the form of Exhibit I-6 of the Existing First Lien CreditAgreement, the Effective Date Swiss Collateral Document, and any other documentexecuted by Holdings or any of its Subsidiaries and governed by the laws ofSwitzerland pursuant to which such person has granted a Lien to secure any ofthe Secured Obligations (as defined therein),****as any of the foregoing has been or may be amended, restated,supplemented or otherwise modified from time to time.

**“Syndication Agent”**as defined in the preamble hereto.

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**“TARGET Day”**meansany day on which the Trans-European Automated Real-time Gross SettlementExpress Transfer payment system is open for settlement of payments in Euro.

**“Tax”** means anypresent or future tax, levy, impost, duty, assessment, charge, fee, deductionor withholding of any nature and whatever called, by whomsoever, on whomsoeverand wherever imposed, levied, collected, withheld or assessed including anyinterest, additions to tax or penalties applicable thereto; provided, “**Tax on the overall net income**” of a Person shall beconstrued as a reference to a tax imposed by the jurisdiction in which thatPerson is organized or resident or in which that Person’s applicable principaloffice (and/or, in the case of a Lender, its lending office) is located on theoverall net income, profits or gains of that Person (and/or, in the case of aLender, its applicable lending office).

**“Tax Distributions”** as defined in Section 6.5(c).

**“Term Loan”** means aDomestic Tranche C Term Loan or a European Term Loan.

**“Term Loan Commitment”**means the Domestic Tranche C Term Loan Commitment or the European Term LoanCommitment, as applicable, and **“Term LoanCommitments”** means such commitments of all Lenders.

**“Term Loan Maturity Date”**means the latest of the Domestic Tranche C Term Loan Maturity Date or theEuropean Term Loan Maturity Date.

**“Term Loan Note”**means a Domestic Tranche C Term Loan Note or a European Term Loan C Note, asapplicable.

**“Terminated Lender”**as defined in Section 2.23.

**“Total Utilization of RevolvingCommitments”** means, as at any date of determination, the sumof (i) the aggregate principal amount of all outstanding Revolving Loans as ofsuch date (other than Revolving Loans made for the purpose of repaying anyRefunded Swing Line Loans or reimbursing Issuing Bank for any amount drawnunder any Letter of Credit, but not yet so applied), (ii) the aggregateprincipal amount of all outstanding Swing Line Loans as of such date and (iii)the Letter of Credit Usage.

**“Transaction Costs”**means the fees, costs and expenses payable by Holdings, the borrower under theExisting Holdco PIK Agreement, Borrowers or any of Borrowers’ Subsidiaries onor before the Effective Date in connection with the transactions contemplatedby the Credit Documents, the Existing Indebtedness and the Related Agreements.

**“Type of Loan”**means (i) with respect to either Term Loans or Revolving Loans, a Base RateLoan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, aBase Rate Loan.

**“UCC”** means theUniform Commercial Code (or any similar or equivalent legislation) as in effectin any applicable jurisdiction.

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**“U.K. Charge Over Shares”** meansthe charge over shares dated on or about the Closing Date substantially in the form of Exhibit I-7 tothe Existing First Lien Credit Agreement and entered into betweenAudatex Holding GmbH and the Collateral Agent, pursuant to which AudatexHolding GmbH charged in favor of the Collateral Agent, for the ratable benefitof the Secured Parties, the Capital Stock of U.K. Obligor to secure theObligations of the Euro Borrowers and each Foreign Guarantor.

**“U.K. Debenture”** means the U.K.Debenture dated on or about the Closing Date, entered into by the CollateralAgent and U.K. Obligor, pursuant to which U.K. Obligor granted Liens and/orfixed or floating charges to the Collateral Agent, for the ratable benefit ofthe Secured Parties, on or over all of its assets and undertakings to secureits Obligations (to the extent required by the U.K. Debenture) of the EuroBorrowers and each Foreign Guarantor, asamended, restated, supplemented or otherwise modified from time to time.

**“U.K. Obligor”**means Audatex(UK) Limited, a company incorporated in England and Wales with registerednumber 0205856.

**“U.K. Security Agreements”**means, collectively, the U.K. Charge Over Shares, the U.K. Debenture, theEffective Date U.K. Charge Over Shares and the Effective Date U.K. Debenture.

**“Unadjusted Eurodollar Rate Component”**means that component of the interest costs to a Borrower in respect of aEurodollar Rate Loan that is based upon the rate obtained pursuant to clause(i) of the definition of Adjusted Eurodollar Rate.

“**Unit Purchase Agreement**”means that certain Unit Purchase Agreement, dated as of April 1, 2005, by and amongSolera Holdings, Inc., GTCR Fund VIII, L.P., a Delaware limited partnership,GTCR Fund VIII/B, L.P., a Delaware limited partnership, GTCR Co-Invest II,L.P., a Delaware limited partnership, and the other persons named as partiestherein from time to time, as such agreement is amended on or around theClosing Date.

**“Unpaid Drawing”**as defined inSection 10.2.

**“U.S. Borrower”** as defined inthe preamble hereto.

**1.2.   AccountingTerms.**  Exceptas otherwise expressly provided herein, all accounting terms not otherwisedefined herein shall have the meanings assigned to them in conformity withGAAP.  Financial statements and otherinformation required to be delivered by Holdings to Lenders pursuant to Section5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as ineffect at the time of such preparation. In the event that any Accounting Change (as defined below) results in achange in the method of calculation of financial covenants, standards or terms inthis Agreement, then the Borrowers and the Administrative Agent agree to enterinto good faith negotiations in order to amend such provisions of thisAgreement so as to equitably reflect such Accounting Change with the desiredresult that the criteria for evaluating the Borrowers’ financial conditionshall be the same after such Accounting Change as if such Accounting Change hadnot been made.  Until such time as suchan amendment shall have been executed and delivered by the Borrowers and theRequisite Lenders, all financial covenants, standards and terms in thisAgreement shall continue to be calculated or construed as if such Accounting 

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Change had not occurred.  “**Accounting Change**” refers to any change inaccounting principles required by the promulgation of any rule, regulation,pronouncement or opinion by the Financial Accounting Standards Board of theAmerican Institute of certified Public Accountants or, if applicable,**theU.S. Securities and Exchange Commission (or successors thereto oragencies with similar functions) and any European equivalent accountingstandards board.

**1.3.   Interpretation,etc.**  Any of theterms defined herein may, unless the context otherwise requires, be used in thesingular or the plural, depending on the reference.  References herein to any Section, Appendix,Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or anExhibit, as the case may be, hereof unless otherwise specificallyprovided.  The use herein of the word “include”or “including”, when following any general statement, term or matter, shall notbe construed to limit such statement, term or matter to the specific items ormatters set forth immediately following such word or to similar items ormatters, whether or not non-limiting language (such as “without limitation” or “butnot limited to” or words of similar import) is used with reference thereto, butrather shall be deemed to refer to all other items or matters that fall withinthe broadest possible scope of such general statement, term or matter.  References to the **“Lead Arranger**,**”**any **“Agent**,**”** the **“CollateralAgent**,**”** any **“Credit Party**,**”** any **“Lender**,**”** any **“obligor**,**”** any **“Party”**or any other persons shall be construed so as to include successors in title,permitted assigns and permitted transferees. References to **“assets”**includes present and future properties, revenues and rights of everydescription. References to a **“Credit Document”**or any other agreement or instrument is a reference to that Credit Document orother agreement or instrument as amended, novated, supplemented, extended orrestated, strictly in accordance with the terms thereof.  This Agreement restates and replaces, in itsentirety, the Existing First Lien Credit Agreement; any reference in any of theother Credit Documents to the Existing First Lien Credit Agreement (howeverdefined) shall mean this Agreement.  Theterms lease and license shall include sub-lease and sub-license, as applicable.

**SECTION2.   LOANS AND LETTERS OF CREDIT**

**2.1.   TermLoans****.**

(a)    Loan Commitments. Subject to the terms and conditions hereof,

(i)        (x) each applicable ContinuingLender severally agrees that the Existing Domestic Term Loans made by suchContinuing Lender under the Existing First Lien Credit Agreement shall remainoutstanding on an after the Effective Date as “Domestic Tranche C Term Loans”made pursuant to this Agreement in the same pro rata amount of such ContinuingLender’s Pro Rata Share of the Existing Domestic Term Loans and such ExistingDomestic Term Loans shall on and after the Effective Date have all of therights and benefits of Domestic Tranche C Term Loans as set forth in thisAgreement and the other Credit Documents and (y) each Lender having a DomesticTranche C Term Loan Commitment (other than a Continuing Lender except withrespect to any amount of Domestic Tranche C Term Loan Commitment of suchContinuing Lender in excess of the amount converted from Existing Domestic TermLoans pursuant to clause (i)(x) above) severally agrees to lend to the U.S.Borrower in Dollars on the Effective Date, a 

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DomesticTranche C Term Loan in an amount equal to such Lender’s Tranche C Term LoanCommitment;

(ii)       (x) eachapplicable Continuing Lender severally agrees that the Existing European TermLoan A made by such Continuing Lender under the Existing First Lien CreditAgreement shall remain outstanding on an after the Effective Date as “EuropeanTerm Loan C1” made pursuant to this Agreement in the same pro rata amount of suchContinuing Lender’s Pro Rata Share of the Existing European Term Loan A andsuch Existing European Term Loan A shall on and after the Effective Date haveall of the rights and benefits of European Term Loan C1 as set forth in thisAgreement and the other Credit Documents and (y) each Lender having a EuropeanTerm Loan C1 Commitment (other than a Continuing Lender except with respect toany amount of European Term Loan C1 Commitment of such Continuing Lenderin excess of the amount converted from the Existing European Term Loan Apursuant to clause (ii)(x) above) severally agrees to lend to EuroCo, onthe Effective Date, a term loan in Euro in an amount equal to such Lender’sEuropean Term Loan C1 Commitment; and

(iii)      (x) eachapplicable Continuing Lender severally agrees that the Existing European TermLoan B made by such Continuing Lender under the Existing First Lien CreditAgreement shall remain outstanding on an after the Effective Date as “EuropeanTerm Loan C2” made pursuant to this Agreement in the same pro rata amount of suchContinuing Lender’s Pro Rata Share of the Existing European Term Loan B andsuch Existing European Term Loan B shall on and after the Effective Date haveall of the rights and benefits of European Term Loan C2 as set forth in thisAgreement and the other Credit Documents and (y) each Lender having a EuropeanTerm Loan C2 Commitment (other than a Continuing Lender except with respect toany amount of European Term Loan C2 Commitment of such Continuing Lenderin excess of the amount converted from the Existing European Term Loan Bpursuant to clause (iii)(x) above) severally agrees to lend to EuroHoldco,on the Effective Date, a term loan in Euro in an amount equal to such Lender’sEuropean Term Loan C2 Commitment.

The applicable Borrower may make only one borrowingunder each of the Domestic Tranche C Term Loan Commitment and the European TermLoan Commitments which shall be on the Effective Date.  Any amount borrowed under this Section 2.1(a)and subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.13(a) and 2.14, allamounts owed hereunder with respect to the Domestic Tranche C Term Loans andthe European Term Loans shall be paid in full no later than the DomesticTranche C Term Loan Maturity Date and the European Term Loan Maturity Date,respectively.  Each Lender’s DomesticTranche C Term Loan Commitment and European Term Loan Commitments shallterminate immediately and without further action on the Effective Date aftergiving effect to the funding of such Lender’s Domestic Tranche C Term LoanCommitment and European Term Loan Commitments on such date.

(b)   BorrowingMechanics for Term Loans.

(i)        The U.S. Borrower and each EuroBorrower shall each deliver to the Administrative Agent a fully executedFunding Notice no later than one Business Day 

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prior to the Effective Date.  Promptly upon receipt by Administrative Agentof such Funding Notice, Administrative Agent shall notify each Lender of theproposed borrowing.

(ii)       Each Lender shall make its DomesticTranche C Term Loan and/or respective European Term Loans, as the case may be,available to Administrative Agent not later than 12:00 p.m. (Local Time)on the Effective Date, by wire transfer of same day funds in Dollars or Euro,as applicable, at the Principal Office designated by Administrative Agent.  Upon satisfaction or waiver of the conditionsprecedent set forth in Section 3.3, Administrative Agent shall make theproceeds of (a) the Domestic Tranche C Term Loans available to U.S. Borrower onthe Effective Date by causing an amount of same day funds in Dollars equal tothe proceeds of all such Loans received by U.S. Administrative Agent fromLenders to be credited to the account of U.S. Borrower at the Principal Officedesignated by U.S. Administrative Agent or to such other account as may bedesignated in writing to the Administrative Agent by U.S. Borrower and(b) European Term Loans available to the relevant Euro Borrowers****on the Effective Date by causing an amountof same day funds in Euro equal to the proceeds of all such Loans received bythe Administrative Agent from Lenders to be credited to the account of therelevant Euro Borrowers****at theAdministrative Agent’s Principal Office or to such other account as may bedesignated in writing to the Administrative Agent by the relevant EuroBorrowers.

**2.2.   Revolving Loans.**

(a)       Revolving Commitments. During the Revolving Commitment Period, subject to the terms andconditions hereof, each Lender severally agrees to make Domestic RevolvingLoans to U.S. Borrower in Dollars and European Revolving Loans to the EuroBorrowers in Euro; provided, that after giving effect to the making ofany Revolving Loans in no event shall the Total Utilization of RevolvingCommitments exceed the Revolving Commitments then in effect.  Amounts borrowed pursuant to this Section2.2(a) may be repaid and reborrowed during the Revolving CommitmentPeriod.  Each Lender’s RevolvingCommitment shall expire on the Revolving Commitment Termination Date and allRevolving Loans and all other amounts owed hereunder with respect to theRevolving Loans and the Revolving Commitments shall be paid in full no laterthan such date.  Any Revolving Loanoutstanding under the Existing First Lien Credit Agreement on the EffectiveDate shall continue to be outstanding and be deemed to be Revolving Loans madehereunder subject the terms and conditions hereof.

(b)    Borrowing Mechanics for RevolvingLoans.

(i)        Except pursuant to 2.4(d), DomesticRevolving Loans shall be made in an aggregate minimum amount of $1,000,000 andintegral multiples of $500,000****inexcess of that amount, and European Revolving Loans shall be in an aggregateminimum amount of €1,000,000 and integral multiples of  €500,000.

(ii)       Whenever (a) Borrower desires that Lenders makeRevolving Loans, such Borrower shall deliver to Administrative Agent a fullyexecuted and delivered Funding

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Notice no later than (a) 10:00 a.m. (LocalTime) at least three Business Days in advance of the proposed Credit Date inthe case of a European Revolving Loan, and (b) 10:00 a.m. (New York City time)on the proposed Credit Date in the case of a Domestic Revolving Loan; providedthat, notwithstanding the foregoing, three Business Days prior notice shall berequired with respect to a Eurodollar Rate Loan.  Except as otherwise provided herein, aFunding Notice for a European Revolving Loan shall be irrevocable on and afterthe related Interest Rate Determination Date and the applicable Borrower shallbe bound to make a borrowing in accordance therewith.

(iii)       Notice of receipt of each FundingNotice in respect of Revolving Loans, together with the amount of each Lender’sPro Rata Share thereof, if any, together with the applicable interest rate,shall be provided by Administrative Agent to each applicable Lender bytelefacsimile with reasonable promptness, but (provided Administrative Agentshall have received such notice by 10:00 a.m. (Local Time)) not later than 2:00p.m. (Local Time) on the same day as Administrative Agent’s receipt of suchFunding Notice from the applicable Borrower.

(iv)       Each Lender shall make the amount ofits Revolving Loan available to Administrative Agent not later than 12:00 p.m.(Local Time) on the applicable Credit Date by wire transfer of same day fundsin Dollars or Euro, as applicable, at the Principal Office designated byAdministrative Agent.  Except as providedherein, upon satisfaction or waiver of the conditions precedent specifiedherein, Administrative Agent shall make the proceeds of such Revolving Loansavailable to the applicable Borrower on the applicable Credit Date by causingan amount of same day funds in Dollars or Euro, as applicable, equal to theproceeds of all such Revolving Loans received by Administrative Agent fromLenders to be credited to the account of the applicable Borrower at thePrincipal Office designated by Administrative Agent or such other account as maybe designated in writing to Administrative Agent by the applicable Borrower.

**2.3.   SwingLine Loans.**

(a)        Swing Line Loans Commitments. During the Revolving Commitment Period, subject to the terms andconditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans tothe Borrowers in the aggregate amount up to but not exceeding the Swing LineSublimit; provided, that after giving effect to the making of any SwingLine Loan, in no event shall the Total Utilization of Revolving Commitmentsexceed the Revolving Commitments then in effect.  Amounts borrowed pursuant to this Section 2.3may be repaid and reborrowed during the Revolving Commitment Period.  Swing Line Lender’s Revolving Commitmentshall expire on the Revolving Commitment Termination Date and all Swing LineLoans, all other amounts owed hereunder with respect to the Swing Line Loansand the Revolving Commitments shall be paid in full no later than such date.

(b)        Borrowing Mechanics for Swing Line Loans.

(i)            Swing Line Loans shall be made in an aggregate minimumamount of $500,000 and integral multiples of $100,000 in excess of that amount.

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(ii)               Whenever a Borrower desires thatSwing Line Lender make a Swing Line Loan, such Borrower shall deliver toAdministrative Agent a Funding Notice no later than 12:00 p.m. (Local Time) onthe proposed Credit Date.

(iii)              Swing Line Lender shall make the amount of its SwingLine Loan available to Administrative Agent not later than 2:00 p.m. (LocalTime) on the applicable Credit Date by wire transfer of same day funds inDollars or Euros, as applicable, at Administrative Agent’s PrincipalOffice.  Except as provided herein, uponsatisfaction or waiver of the conditions precedent specified herein,Administrative Agent shall make the proceeds of such Swing Line Loans availableto the applicable Borrower on the applicable Credit Date by causing an amountof same day funds in Dollars or Euros, as applicable, equal to the proceeds ofall such Swing Line Loans received by Administrative Agent from Swing Line Lenderto be credited to the account of such Borrower at Administrative Agent’sPrincipal Office, or to such other account as may be designated in writing toAdministrative Agent by such Borrower.

(iv)              With respect to any Swing Line Loans which have not beenvoluntarily prepaid by the applicable Borrower pursuant to Section 2.13, SwingLine Lender may at any time in its sole and absolute discretion, deliver toAdministrative Agent (with a copy to the applicable Borrower), no later than11:00 a.m. (Local Time) at least one Business Day in advance of the proposedCredit Date, a notice (which shall be deemed to be a Funding Notice given bythe applicable Borrower) requesting that each Lender holding (i) in the case ofSwing Line Loans to the U.S. Borrower, a Domestic Revolving Commitment makeDomestic Revolving Loans and (ii) in the case of Swing Line Loans to a EuroBorrower, a European Revolving Commitment make European Revolving Loans, ineach case to the applicable Borrower on such Credit Date in an amount equal tothe amount of such Swing Line Loans (the **“Refunded Swing Line Loans”**) outstanding on the date suchnotice is given which Swing Line Lender requests Lenders to prepay.  Anything contained in this Agreement to thecontrary notwithstanding, (1) the proceeds of such Revolving Loans made by theLenders other than Swing Line Lender shall be immediately delivered byAdministrative Agent to Swing Line Lender (and not to the Borrowers) andapplied to repay a corresponding portion of the Refunded Swing Line Loans and(2) on the day such Revolving Loans are made, Swing Line Lender’s Pro RataShare of the Refunded Swing Line Loans shall be deemed to be paid with theproceeds of a Domestic Revolving Loan or European Revolving Loan, asapplicable, made by Swing Line Lender to the applicable Borrower, and suchportion of the Swing Line Loans deemed to be so paid shall no longer beoutstanding as Swing Line Loans and shall no longer be due under the Swing LineNote of Swing Line Lender but shall instead constitute part of Swing LineLender’s outstanding Domestic Revolving Loans or European Revolving Loan, asapplicable, to the applicable Borrower and shall be due under the RevolvingLoan Note issued by the such Borrower to Swing Line Lender.  The Borrowers hereby authorize AdministrativeAgent and Swing Line Lender to charge the applicable Borrower’s accounts withAdministrative Agent and Swing Line Lender (up to the amount available in eachsuch account) in order to immediately pay Swing Line Lender the amount of the RefundedSwing Line Loans to the extent the proceeds of such Revolving Loans made byLenders, including the Revolving Loans deemed to be made by Swing Line Lender,are not 

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sufficient to repay in full the RefundedSwing Line Loans.  If any portion of any suchamount paid (or deemed to be paid) to Swing Line Lender should be recovered byor on behalf of a Borrower from Swing Line Lender in bankruptcy, by assignmentfor the benefit of creditors or otherwise, the loss of the amount so recoveredshall be ratably shared among all Lenders in the manner contemplated by Section2.17.

(v)               If for any reason Revolving Loans are not madepursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amountsowed to Swing Line Lender in respect of any outstanding Swing Line Loans on orbefore the third Business Day after demand for payment thereof by Swing LineLender, each Lender holding a Revolving Commitment shall be deemed to, andhereby agrees to, have purchased a participation in such outstanding Swing LineLoans, and in an amount equal to its Pro Rata Share of the applicable unpaidamount together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each Lenderholding a Revolving Commitment shall deliver to Swing Line Lender an amountequal to its respective participation in the applicable unpaid amount in sameday funds at the Principal Office of Swing Line Lender.  In order to evidence such participation eachLender holding a Revolving Commitment agrees to enter into a participationagreement at the request of Swing Line Lender in form and substance reasonablysatisfactory to Swing Line Lender.  Inthe event any Lender holding a Revolving Commitment fails to make available toSwing Line Lender the amount of such Lender’s participation as provided in thisparagraph, Swing Line Lender shall be entitled to recover such amount on demandfrom such Lender together with interest thereon for three Business Days at therate customarily used by Swing Line Lender for the correction of errors amongbanks and thereafter at the Base Rate, as applicable.

(vi)              Notwithstanding anything contained herein to thecontrary, (1) each Lender’s obligation to make Revolving Loans for the purposeof repaying any Refunded Swing Line Loans pursuant to the second precedingparagraph and each Lender’s obligation to purchase a participation in anyunpaid Swing Line Loans pursuant to the immediately preceding paragraph shallbe absolute and unconditional and shall not be affected by any circumstance,including without limitation (A) any set-off, counterclaim, recoupment,defense or other right which such Lender may have against Swing Line Lender,any Credit Party or any other Person for any reason whatsoever; (B) theoccurrence or continuation of a Default or Event of Default; (C) any adversechange in the business, operations, properties, assets, condition (financial orotherwise) or prospects of any Credit Party; (D) any breach of this Agreementor any other Credit Document by any party thereto; or (E) any othercircumstance, happening or event whatsoever, whether or not similar to any ofthe foregoing; provided that such obligations of each Lender are subjectto the condition that Swing Line Lender believed in good faith that allconditions under Section 3.2 to the making of the applicable Refunded SwingLine Loans or other unpaid Swing Line Loans, were satisfied at the time suchRefunded Swing Line Loans or unpaid Swing Line Loans were made, or thesatisfaction of any such condition not satisfied had been waived by theRequisite Lenders prior to or at the time such Refunded Swing Line Loans orother unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not beobligated to make any Swing Line Loans (A) if it has elected not to do so afterthe occurrence and during the continuation of a Default or Event of Default or 

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(B) at a time when a Funding Default existsunless Swing Line Lender has entered into arrangements satisfactory to it andthe Borrowers to eliminate Swing Line Lender’s risk with respect to theDefaulting Lender’s participation in such Swing Ling Loan, including by cashcollateralizing such Defaulting Lender’s Pro Rata Share of the outstandingSwing Line Loans.

**2.4.         Issuance of Letters of Credit andPurchase of Participations Therein.**

(a)   Letters of Credit. During the Revolving Commitment Period, subject to the terms andconditions hereof, Issuing Bank agrees to issue Letters of Credit for theaccount of the Borrowers in the aggregate amount up to but not exceeding theLetter of Credit Sublimit; provided, (i) each Letter of Credit shall bedenominated in Dollars or Euro, as applicable; (ii) the stated amount of eachLetter of Credit shall not be less than $250,000 or such lesser amount as isacceptable to Issuing Bank; provided, in no event shall the aggregateminimum amount of Letters of Credit issued at any time be less than €50,000 orthe Dollar Equivalent thereof; (iii) after giving effect to such issuance, inno event shall the Total Utilization of Revolving Commitments exceed theRevolving Commitments then in effect; (iv) after giving effect to suchissuance, in no event shall the Letter of Credit Usage exceed the Letter ofCredit Sublimit then in effect; (v) in no event shall any standby Letter ofCredit have an expiration date later than the earlier of (1) the RevolvingCommitment Termination Date and (2) the date which is one year from the date ofissuance of such standby Letter of Credit; and (vi) in no event shall anycommercial Letter of Credit (x) have an expiration date later than the earlierof (1) the Revolving Commitment Termination Date and (2) the date which is 180days from the date of issuance of such commercial Letter of Credit or (b) beissued if such commercial Letter of Credit is otherwise unacceptable to IssuingBank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letterof Credit will automatically be extended for one or more successive periods notto exceed one year each, unless Issuing Bank elects not to extend for any suchadditional period; provided, Issuing Bank shall not extend any suchLetter of Credit if it has received written notice that an Event of Default hasoccurred and is continuing and the Requisite Lenders have directed the IssuingLender to cease providing Letters of Credit at the time Issuing Bank must electto allow such extension; provided, further, in the event aFunding Default exists, Issuing Bank shall not be required to issue any Letterof Credit unless Issuing Bank has entered into arrangements satisfactory to itand the Borrowers to eliminate Issuing Bank’s risk with respect to the participationin Letters of Credit of the Defaulting Lender, including by cashcollateralizing such Defaulting Lender’s Pro Rata Share of the Letter of CreditUsage.

(b)   Notice of Issuance. Whenever a Borrower desires the issuance of a Letter of Credit, it shalldeliver to Administrative Agent an Issuance Notice no later than 12:00 p.m.(Local Time) at least three Business Days (in the case of standby letters ofcredit) or five Business Days (in the case of commercial letters of credit), orin each case such shorter period as may be agreed to by Issuing Bank in anyparticular instance, in advance of the proposed date of issuance.  Upon satisfaction or waiver of the conditionsset forth in Section 3.2, Issuing Bank shall issue the requested Letter ofCredit only in accordance with Issuing Bank’s standard operatingprocedures.  Upon the issuance of anyLetter of Credit or amendment or modification to a Letter of Credit, IssuingBank shall promptly notify each 

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Lender with a Revolving Commitment of suchissuance, which notice shall be accompanied by a copy of such Letter of Creditor amendment or modification to a Letter of Credit and the amount of suchLender’s respective participation in such Letter of Credit pursuant to Section2.4(e).

(c)   Responsibility of Issuing Bank WithRespect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Creditby the beneficiary thereof, Issuing Bank shall be responsible only to examinethe documents delivered under such Letter of Credit with reasonable care so asto ascertain whether they appear on their face to be in accordance with theterms and conditions of such Letter of Credit. As between the Borrowers and theLenders, as applicable, and such Issuer, the Borrowers assume all risksof the acts and omissions of, or misuse of the Letters of Credit issued byIssuing Bank, by the respective beneficiaries of such Letters of Credit.  In furtherance and not in limitation of theforegoing, Issuing Bank shall not be responsible for:  (i) the form, validity, sufficiency, accuracy,genuineness or legal effect of any document submitted by any party inconnection with the application for and issuance of any such Letter of Credit,even if it should in fact prove to be in any or all respects invalid,insufficient, inaccurate, fraudulent or forged; (ii) the validity orsufficiency of any instrument transferring or assigning or purporting totransfer or assign any such Letter of Credit or the rights or benefitsthereunder or proceeds thereof, in whole or in part, which may prove to beinvalid or ineffective for any reason; (iii) failure of the beneficiary of anysuch Letter of Credit to comply fully with any conditions required in order todraw upon such Letter of Credit; (iv) errors, omissions, interruptions ordelays in transmission or delivery of any messages, by mail, cable, telegraph,telex or otherwise, whether or not they be in cipher; (v) errors ininterpretation of technical terms; (vi) any loss or delay in the transmissionor otherwise of any document required in order to make a drawing under any suchLetter of Credit or of the proceeds thereof; (vii) the misapplication by thebeneficiary of any such Letter of Credit of the proceeds of any drawing undersuch Letter of Credit; or (viii) any consequences arising from causes beyondthe control of Issuing Bank, including any Governmental Acts; none of the aboveshall affect or impair, or prevent the vesting of, any of Issuing Bank’s rightsor powers hereunder.  Without limitingthe foregoing and in furtherance thereof, any action taken or omitted byIssuing Bank under or in connection with the Letters of Credit or any documentsand certificates delivered thereunder, if taken or omitted in good faith, shallnot give rise to any liability on the part of Issuing Bank to anyBorrower.  Notwithstanding anything tothe contrary contained in this Section 2.4(c), each Borrower shall retain anyand all rights it may have against Issuing Bank for any liability arisingsolely out of the gross negligence, bad faith or willful misconduct of IssuingBank.

(d)   Reimbursement by Borrowers ofAmounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under aLetter of Credit, it shall immediately notify the applicable Borrower andAdministrative Agent, and such Borrower shall reimburse Issuing Bank on orbefore the Business Day immediately following the date on which such drawing ishonored (the **“Reimbursement Date”**) in an amount in the currency in which such Letter ofCredit is denominated and in same day funds equal to the amount of such honoreddrawing; provided, anything contained herein to the contrarynotwithstanding, (i) unless such Borrower shall have notified AdministrativeAgent and Issuing Bank prior to 10:00 a.m. (Local Time) on the date suchdrawing is honored that 

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such Borrower intends to reimburse IssuingBank for the amount of such honored drawing with funds other than the proceedsof Revolving Loans, such Borrower shall be deemed to have given a timelyFunding Notice to Administrative Agent requesting Lenders (x) in the case ofLetters of Credit issued to the U.S. Borrower, with Domestic RevolvingCommitments, to make Domestic Revolving Loans that are Base Rate Loans and (y)in the case of Letters of Credit issues to a Euro Borrower, with EuropeanRevolving Commitments, to make European Revolving Loans, in each case on theReimbursement Date in the amount and in the currency of such honored drawing,and (ii) subject to satisfaction or waiver of the conditions specified inSection 3.2, Lenders with (x) in the case of Letters of Credit issued to theU.S. Borrower, with Domestic Revolving Commitments shall, on the ReimbursementDate, make Revolving Loans that are Base Rate Loans and (y) in the case of Lettersof Credit issues to a Euro Borrower, with European Revolving Commitments shall,on the Reimbursement Date, make Revolving Loans, in each case in the amount andin the currency of such honored drawing, the proceeds of which shall be applieddirectly by Administrative Agent to reimburse Issuing Bank for the amount ofsuch honored drawing; and providedfurther, if for any reasonproceeds of Revolving Loans are not received by Issuing Bank on theReimbursement Date in an amount equal to the amount of such honored drawing,the applicable Borrower shall reimburse Issuing Bank, on demand, in an amountin same day funds equal to the excess of the amount of such honored drawingover the aggregate amount of such Revolving Loans, if any, which are soreceived.  Nothing in this Section 2.4(d)shall be deemed to relieve any Lender with a Revolving Commitment from itsobligation to make Revolving Loans on the terms and conditions set forthherein, and each Borrower shall retain any and all rights it may have against anysuch Lender resulting from the failure of such Lender to make such RevolvingLoans under this Section 2.4(d).

(e)   Lenders’ Purchase of Participationsin Letters of Credit.  Immediately upon theissuance of each Letter of Credit, each Lender (i) in the case of Letters ofCredit issued to U.S. Borrower, having a Domestic Revolving Commitment and (ii)in the case of Letters of Credit issued to a Euro Borrower, having a EuropeanRevolving Commitment, in each such case shall be deemed to have purchased, and herebyagrees to irrevocably purchase, from Issuing Bank a participation in suchLetter of Credit and any drawings honored thereunder in an amount equal to suchLender’s Pro Rata Share (with respect to the Revolving Commitments) of themaximum amount which is or at any time may become available to be drawnthereunder.  In the event that theapplicable Borrower shall fail for any reason to reimburse Issuing Bank asprovided in Section 2.4(d), Issuing Bank shall promptly notify each Lender witha Revolving Commitment of the unreimbursed amount of such honored drawing andof such Lender’s respective participation therein based on such Lender’s ProRata Share of the Revolving Commitments. Each Lender (x) in the case of Letters of Credit issued to the U.S.Borrower, with Domestic Revolving Commitments, and (y) in the case of Lettersof Credit issued to a Euro Borrower, with European Revolving Commitments, shallmake available to Issuing Bank an amount equal to its respective participation,in Dollars or Euro, as applicable, and in same day funds, at the office ofIssuing Bank specified in such notice, not later than 12:00 p.m. (Local Time)on the first business day (under the laws of the jurisdiction in which suchoffice of Issuing Bank is located) after the date notified by IssuingBank.  In the event that any Lender witha Revolving Commitment fails to make available to Issuing Bank on such businessday the amount of such Lender’s participation in such Letter of Credit asprovided in this Section 2.4(e), Issuing 

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Bank shall be entitled to recover such amounton demand from such Lender together with interest thereon for three BusinessDays at the rate customarily used by Issuing Bank for the correction of errorsamong banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right ofany Lender with a Revolving Commitment to recover from Issuing Bank any amountsmade available by such Lender to Issuing Bank pursuant to this Section in theevent that it is determined that the payment with respect to a Letter of Creditin respect of which payment was made by such Lender constituted grossnegligence or willful misconduct on the part of Issuing Bank.  In the event Issuing Bank shall have beenreimbursed by other Lenders pursuant to this Section 2.4(e) for all or anyportion of any drawing honored by Issuing Bank under a Letter of Credit, suchIssuing Bank shall distribute to each Lender which has paid all amounts payableby it under this Section 2.4(e) with respect to such honored drawing suchLender’s Pro Rata Share of all payments subsequently received by Issuing Bankfrom the applicable Borrower in reimbursement of such honored drawing when suchpayments are received.  Any suchdistribution shall be made to a Lender at its primary address set forth belowits name on Appendix B or at such other address as such Lender may request.

(f)    ObligationsAbsolute.  Theobligation of each Borrower to reimburse Issuing Bank for drawingshonored under the Letters of Credit issued by it and to repay any RevolvingLoans made by Lenders pursuant to Section 2.4(d) and the obligations of Lendersunder Section 2.4(e) shall be unconditional and irrevocable and shall be paidstrictly in accordance with the terms hereof under all circumstances includingany of the following circumstances:  (i)any lack of validity or enforceability of any Letter of Credit; (ii) theexistence of any claim, set-off, defense or other right which a Borroweror any Lender may have at any time against a beneficiary or any transferee ofany Letter of Credit (or any Persons for whom any such transferee may beacting), Issuing Bank, Lender or any other Person or, in the case of a Lender,against a Borrower, whether in connection herewith, the transactionscontemplated herein or any unrelated transaction (including any underlyingtransaction between a Borrower or one of its Subsidiaries and the beneficiaryfor which any Letter of Credit was procured); (iii) any draft or other documentpresented under any Letter of Credit proving to be forged, fraudulent, invalidor insufficient in any respect or any statement therein being untrue orinaccurate in any respect; (iv) payment by Issuing Bank under any Letter ofCredit against presentation of a draft or other document which does notsubstantially comply with the terms of such Letter of Credit; (v) any adversechange in the business, operations, properties, assets, condition (financial orotherwise) or prospects of Holdings or any of its Subsidiaries; (vi) any breachhereof or any other Credit Document by any party thereto; (vii) any othercircumstance or happening whatsoever, whether or not similar to any of theforegoing; or (viii) the fact that an Event of Default or a Default shall haveoccurred and be continuing; provided, in each case, that payment byIssuing Bank under the applicable Letter of Credit shall not have constitutedgross negligence, bad faith or willful misconduct of Issuing Bank under thecircumstances in question.

(g)   Indemnification. Without duplication of any obligation of the Borrowers under Section11.2 or 11.3, in addition to amounts payable as provided herein, the Borrowershereby agree to protect, indemnify, pay and save harmless Issuing Bank from andagainst any and all claims, demands, liabilities, damages, losses, costs,charges and expenses (including reasonable out-of-pocket fees, expenses anddisbursements of counsel) which Issuing Bank 

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may incur or be subject to as a consequence,direct or indirect, of (i) the issuance of any Letter of Credit by IssuingBank, other than as a result of (1) the gross negligence, bad faith or willfulmisconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of aproper demand for payment made under any Letter of Credit issued by it, or (ii)the failure of Issuing Bank to honor a drawing under any such Letter of Creditas a result of any Governmental Act.

(h)   Substitute Issuing Bank. A Borrower may request any other Lender with Revolving Commitmentsreasonably acceptable to the Administrative Agent to issue such Letter ofCredit, in lieu of an issuance by the Issuing Bank, by delivering to suchLender a copy of the applicable Issuance Notice.  Any Lender so requested to issue such Letterof Credit shall promptly notify the applicable Borrower, the current IssuingBank and Administrative Agent whether or not, in its sole discretion,it has elected to issue such Letter of Credit, and any such Lender that soelects to issue such Letter of Credit shall be the Issuing Bank with respectthereto.

**2.5.   ProRata Shares; Availability of Funds.**

(a)   Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenderssimultaneously and proportionately to their respective Pro Rata Shares, itbeing understood that no Lender shall be responsible for any default by anyother Lender in such other Lender’s obligation to make a Loan requestedhereunder or purchase a participation required hereby nor shall any Term LoanCommitment or any Revolving Commitment of any Lender be increased or decreasedas a result of a default by any other Lender in such other Lender’s obligationto make a Loan requested hereunder or purchase a participation required hereby.

(b)   Availability of Funds. Unless Administrative Agent shall have been notified by any Lender priorto the applicable Credit Date that such Lender does not intend to makeavailable to Administrative Agent the amount of such Lender’s Loan requested onsuch Credit Date, Administrative Agent may assume that such Lender has madesuch amount available to Administrative Agent on such Credit Date andAdministrative Agent may, in its sole discretion, but shall not be obligatedto, make available to Borrower a corresponding amount on such Credit Date.  If such corresponding amount is not in factmade available to Administrative Agent by such Lender, Administrative Agentshall be entitled to recover such corresponding amount on demand from suchLender together with interest thereon, for each day from such Credit Date untilthe date such amount is paid to Administrative Agent, at the customary rate setby Administrative Agent for the correction of errors among banks for threeBusiness Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith uponAdministrative Agent’s demand therefor, Administrative Agent shall promptlynotify Borrower and Borrower shall promptly pay such corresponding amount toAdministrative Agent together with interest thereon, for each day from suchCredit Date until the date such amount is paid to Administrative Agent, at therate payable hereunder for Base Rate Loans for such Class of Loans.  Nothing in this Section 2.5(b) shall bedeemed to relieve any Lender from its obligation to fulfill its Term LoanCommitments and Revolving Commitments hereunder or to prejudice any rights thatBorrower may have against any Lender as a result of any default by such Lenderhereunder.

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**2.6.   Useof Proceeds.** The proceeds of the Domestic Tranche C Term Loans made on the EffectiveDate shall be applied by the U.S. Borrower to repay the Existing Domestic TermLoans.  The proceeds of the European TermLoan C1 made on the Effective Date shall be applied by EuroCo to repay theExisting European Term Loan A and any and all amounts outstanding under theExisting Second Lien Credit Agreement relating to the Existing Second LienEuropean Term Loan A.  The proceeds ofthe European Term Loan C2 made on the Effective Date shall be applied byEuroHoldco to repay the Existing European Term Loan B and any and all amountsoutstanding under the Existing Second Lien Credit Agreement relating to theExisting Second Lien European Term Loan B. The IPO Proceeds shall be used to repay any and all amounts outstandingunder the Existing Holdco PIK Agreement. The proceeds of the Revolving Loans, Swing Line Loans and Letters ofCredit made after the Closing Date shall be applied by the relevant Borrowerexclusively for working capital and general corporate purposes (including tofund working capital adjustments in connection with the Acquisition or PermittedAcquisitions) of Holdings and its Subsidiaries, including PermittedAcquisitions and the incorporation, formation or other organization of JointVentures pursuant to Section 6.7(h).  Noportion of the proceeds of any Credit Extension shall be used in any mannerthat causes or might cause such Credit Extension or the application of suchproceeds to violate Regulation T, Regulation U or Regulation X of the Board ofGovernors or any other regulation thereof or to violate the Exchange Act.

**2.7.   Evidenceof Debt; Register; Lenders’ Books and Records; Notes.**

(a)   Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account oraccounts evidencing the Obligations of the applicable Borrower to such Lender,including the amounts of the Loans made by it and each repayment and prepaymentin respect thereof.  Any such recordationshall be conclusive and binding on such Borrower, absent manifest error; provided,that the failure to make any such recordation, or any error in such recordation,shall not affect any Lender’s Revolving Commitments or such Borrower’sObligations in respect of any applicable Loans; and providedfurther,in the event of any inconsistency between the Register and any Lender’srecords, the recordations in the Register shall govern.

(b)   Register. Administrative Agent (or its agent or sub-agent appointed by it) shallmaintain at the Principal Office a register for the recordation of the namesand addresses of Lenders and the Revolving Commitments and Loans of each Lenderfrom time to time (the **“Register”**).  The Register shall be available forinspection by the Borrowers or any Lender (with respect to any entry relatingto such Lender’s Loans) at any reasonable time and from time to time uponreasonable prior notice.  AdministrativeAgent shall record, or shall cause to be recorded, in the Register theRevolving Commitments and the Loans in accordance with the provisions ofSection 11.6, and each repayment or prepayment in respect of the principalamount of the Loans, and any such recordation shall be conclusive and bindingon each Borrower and each Lender, absent manifest error; provided,failure to make any such recordation, or any error in such recordation, shallnot affect any Lender’s Revolving Commitments or any Borrower’s Obligations inrespect of any Loan.  Each Borrowerhereby designates GSCP to serve as such Borrower’s agent solely for purposes ofmaintaining the Register as provided in this Section 2.7, and each Borrowerhereby agrees 

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that, to the extent GSCP serves in suchcapacity, GSCP and its officers, directors, employees, agents, sub-agents andaffiliates shall constitute “Indemnitees.”

(c)   Notes.  If so requested by anyLender by written notice to Borrower (with a copy to Administrative Agent) atleast two Business Days prior to the Effective Date, or at any time thereafter,each Borrower shall execute and deliver to such Lender (and/or, if applicableand if so specified in such notice, to any Person who is an assignee of suchLender pursuant to Section 11.6) on the Effective Date (or, if such notice isdelivered after the Effective Date, promptly after such Borrower’s receipt ofsuch notice) a Note or Notes to evidence such Lender’s Domestic Tranche C TermLoan, European Term Loan, Domestic Revolving Loan, European Revolving Loan orSwing Line Loan to such Borrower, as the case may be.  Each Continuing Lender who has a noteevidencing its Existing Term Loan shall promptly deliver to the applicableBorrower such note in exchange for a Domestic Tranche C Term Loan Noteevidencing its Domestic Tranche C Term Loan or a European Term Loan C Noteevidencing its European Term Loan, as applicable.

**2.8.   Intereston Loans.**

(a)   Except as otherwise set forthherein, each Class of Loan shall bear interest on the unpaid principal amountthereof from the date made through repayment (whether by acceleration orotherwise) thereof as follows:

(i)      in the case of Domestic Tranche C Term Loans, DomesticRevolving Loans and Domestic Swing Line Loans:

(1) if a Base Rate Loan, atthe Base Rate plus the Applicable Margin; or

(2) if a Eurodollar Rate Loan,at the Adjusted Eurodollar Rate (if any) plus the Applicable Margin; or

(ii)     in the case of European Term Loans and EuropeanRevolving Loans, at the Adjusted Eurodollar Rate plus Mandatory Costs (if any)plus the Applicable Margin.

(b)   The basis for determining the rateof interest with respect to any Loan (except a Swing Line Loan which can bemade and maintained as Base Rate Loans only), and the Interest Period withrespect to any Eurodollar Rate Loan, shall be selected by the applicableBorrower and notified to Administrative Agent and Lenders pursuant to theapplicable Funding Notice or Conversion/Continuation Notice, as the case maybe.  The Base Rate, if applicable, andthe Adjusted Eurodollar Rate for the Term Loans on the Effective Date shallhave the same and corresponding Interest Periods as the Existing Term Loanssuch that no breakage under Section 2.18(c) shall occur.  Each Term Loan Lender (whether a ContinuingLender or a new Lender having a Term Loan Commitment) shall be allocated itsPro Rata share of the Term Loans set at the corresponding Base Rate or theAdjusted Eurodollar Rate, as applicable, and Interest Periods as the ExistingTerm Loans.  Upon expiration of theapplicable Interest Period for the Term Loans on the Effective Date, eachEurodollar Rate Loan shall either be converted into a Base Rate Loan orcontinued as a 

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Eurodollar Rate Loan at the applicableBorrower’s option pursuant to Section 2.9 hereof.  If on any day a Loan is outstanding withrespect to which a Funding Notice or Conversion/Continuation Notice has notbeen delivered to Administrative Agent in accordance with the terms hereofspecifying the applicable basis for determining the rate of interest, then forthat day such Loan shall be a Base Rate Loan if such Loan is denominated inDollars or a Eurodollar Rate Loan with an Interest Period of one month if suchLoan is denominated in Euro.

(c)   In connection with Eurodollar RateLoans there shall be no more than ten (10) Interest Periods outstanding at anytime.  With respect to Domestic Loans, inthe event Borrower fails to specify between a Base Rate Loan or a EurodollarRate Loan in the applicable Funding Notice or Conversion/Continuation Notice,such Loan (if outstanding as a Eurodollar Rate Loan) will be automaticallyconverted into a Base Rate Loan on the last day of the then-currentInterest Period for such Loan (or if outstanding as a Base Rate Loan willremain as, or (if not then outstanding) will be made as, a Base RateLoan).  In the event a Borrower fails tospecify an Interest Period for any Eurodollar Rate Loan in the applicableFunding Notice or Conversion/Continuation Notice, such Borrower shall be deemedto have selected an Interest Period of one month.  As soon as practicable after 10:00 a.m.(Local Time) on each Interest Rate Determination Date, Administrative Agentshall determine (which determination shall, absent manifest error, be final, conclusiveand binding upon all parties) the interest rate that shall apply to theEurodollar Rate Loans for which an interest rate is then being determined forthe applicable Interest Period and shall promptly give notice thereof (inwriting or by telephone confirmed in writing) to Borrowers and each Lender.

(d)   Interest payable pursuant to Section2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a365-day or 366-day year, as the case may be, and (ii) in the caseof Eurodollar Rate Loans, on the basis of a 360-day year, in each casefor the actual number of days elapsed in the period during which itaccrues.  In computing interest on anyLoan, the date of the making of such Loan or the first day of an InterestPeriod applicable to such Loan or, with respect to a Term Loan, the lastInterest Payment Date with respect to such Term Loan or, with respect to a BaseRate Loan being converted from a Eurodollar Rate Loan, the date of conversionof such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shallbe included, and the date of payment of such Loan or the expiration date of anInterest Period applicable to such Loan or, with respect to a Base Rate Loanbeing converted to a Eurodollar Rate Loan, the date of conversion of such BaseRate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided,if a Loan is repaid on the same day on which it is made, one day’s interestshall be paid on that Loan.

(e)   Except as otherwise set forth herein, interest oneach Loan (i) shall accrue on a daily basis and shall be payable in arrears oneach Interest Payment Date with respect to interest accrued on and to each suchpayment date; (ii) shall accrue on a daily basis and shall be payable inarrears upon any prepayment of that Loan, whether voluntary or mandatory, tothe extent accrued on the amount being prepaid; and (iii) shall accrue on adaily basis and shall be payable in arrears at maturity of the Loans, includingfinal maturity of the Loans; provided, however, with respect toany voluntary prepayment of a Base Rate Loan, accrued interest shall instead bepayable on the applicable Interest Payment Date.

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(f)    U.S. Borroweragrees to pay to Issuing Bank, with respect to drawings honored under anyLetter of Credit, interest on the amount paid by Issuing Bank in respect ofeach such honored drawing from the date such drawing is honored to butexcluding the date such amount is reimbursed by or on behalf of Borrower at arate equal to (i) for the period from the date such drawing is honored to butexcluding the applicable Reimbursement Date, the rate of interest otherwisepayable hereunder with respect to Domestic Revolving Loans that are Base RateLoans in the case of Letters of Credit denominated in Dollars, and(ii) thereafter, a rate which is 2% per annum in excess of the rate ofinterest otherwise payable hereunder with respect to Domestic Revolving Loansthat are Base Rate Loans in the case of Letters of Credit denominated inDollars.

(g)   Interest payablepursuant to Section 2.8(f) shall be computed in the case of Base Rate Loans onthe basis of a 365-day or 366-day year, as the case may be, andshall be payable on demand or, if no demand is made, on the date on which therelated drawing under a Letter of Credit is reimbursed in full.  Promptly upon receipt by Issuing Bank of anypayment of interest pursuant to Section 2.8(f), Issuing Bank shall distributeto each Lender, out of the interest received by Issuing Bank in respect of theperiod from the date such drawing is honored to but excluding the date on whichIssuing Bank is reimbursed for the amount of such drawing (including any suchreimbursement out of the proceeds of any Revolving Loans), the amount that suchLender would have been entitled to receive in respect of the letter of creditfee that would have been payable in respect of such Letter of Credit for suchperiod if no drawing had been honored under such Letter of Credit.  In the event Issuing Bank shall have beenreimbursed by Lenders for all or any portion of such honored drawing, IssuingBank shall distribute to each Lender which has paid all amounts payable by itunder Section 2.4(e) with respect to such honored drawing such Lender’s ProRata Share of any interest received by Issuing Bank in respect of that portionof such honored drawing so reimbursed by Lenders for the period from the dateon which Issuing Bank was so reimbursed by Lenders to but excluding the date onwhich such portion of such honored drawing is reimbursed by a Borrower.

**2.9.         Conversion/Continuation**.

(a)   Subject to Section2.18 (and, if a Default or Event of Default shall have occurred and then becontinuing, the Administrative Agent has not provided notice to the contrary),Borrowers shall have the option:

(i)            toconvert at any time all or any part of any Domestic Tranche C Term Loan equalto $1,000,000 and integral multiples of $500,000 in excess of that amount fromone Type of Loan to another Type of Loan; provided, a Eurodollar RateLoan may only be converted on the expiration of the Interest Period applicableto such Eurodollar Rate Loan unless the applicable Borrower shall pay allamounts due under Section 2.18 in connection with any such conversion; or

(ii)           upon theexpiration of any Interest Period applicable to any Eurodollar Rate Loan, tocontinue all or any portion of such Loan equal to $1,000,000 and integralmultiples of $500,000 in excess of each applicable amount as a Eurodollar RateLoan in excess of that amount as a Eurodollar Rate Loan.

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(b)   The U.S. Borrowershall deliver a Conversion/Continuation Notice to Administrative Agent no laterthan 10:00 a.m. (Local Time) at least one Business Day in advance of the proposedconversion date (in the case of a conversion to a Base Rate Loan) and at leastthree Business Days in advance of the proposed conversion/continuation date (inthe case of a conversion to, or a continuation of, a Eurodollar Rate Loan); providedthat, European Term Loans and European Revolving Loans may only be continued asEurodollar Rate Loans.  Except asotherwise provided herein, a Conversion/Continuation Notice for conversion to(solely with respect to Domestic Loans), or continuation of, any EurodollarRate Loans (or telephonic notice in lieu thereof) shall be irrevocable on andafter the related Interest Rate Determination Date, and Borrowers shall bebound to effect a conversion or continuation in accordance therewith.

**2.10.       DefaultInterest.**  Upon the occurrence and during thecontinuance of an Event of Default under Section 8.1(a), the principal amountof all Loans and, to the extent permitted by applicable law, any interestpayments on the Loans or any fees or other amounts overdue in accordance withSection 8.1(a) hereunder, shall thereafter bear interest (including post-petitioninterest in any proceeding under the Bankruptcy Code or other applicablebankruptcy laws) payable on demand at a rate that is 2% per annum in excess ofthe interest rate otherwise payable hereunder with respect to the applicableLoans (or, in the case of any such fees and other amounts, at a rate which is2% per annum in excess of the interest rate otherwise payable hereunder forBase Rate Loans that are Revolving Loans or at a rate which is 2% per annum inexcess of the interest rate otherwise payable hereunder for Eurodollar RateLoans that are Revolving Loans, as applicable); provided, in the case ofEurodollar Rate Loans denominated in Dollars, upon the expiration of theInterest Period in effect at the time any such increase in interest rate iseffective such Eurodollar Rate Loans shall thereupon become Base Rate Loans andshall thereafter bear interest payable upon demand at a rate which is 2% perannum in excess of the interest rate otherwise payable hereunder for Base RateLoans.  Payment or acceptance of theincreased rates of interest provided for in this Section 2.10 is not apermitted alternative to timely payment and shall not constitute a waiver ofany Event of Default or otherwise prejudice or limit any rights or remedies ofAdministrative Agent or any Lender.

**2.11.   Fees**.

(a)   Each applicableBorrower agrees to pay to Lenders having Domestic Revolving Exposure orEuropean Revolving Exposure:

(i)            withrespect to Lenders having Domestic Revolving Exposure, commitment fees equal to(1) the average of the daily difference between (a) the Domestic RevolvingCommitments and (b) the aggregate principal amount of (x) all outstandingDomestic Revolving Loans plus (y) the Letter of Credit Usage with respect toLetters of Credit issued for the account of the U.S. Borrower, times (2) theApplicable Revolving Commitment Fee Percentage;

(ii)           withrespect to Lenders having European Revolving Exposure, commitment fees equal to(1) the average of the daily difference between (a) the European RevolvingCommitments and (b) the aggregate principal amount of (x) all outstandingEuropean Revolving Loans plus (y) the Letter of Credit Usage with respect

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toLetters of Credit issued for the account of the Euro Borrowers, times (2) theApplicable Revolving Commitment Fee Percentage; and

(iii)          letter ofcredit fees equal to (1) the Applicable Margin for Revolving Loans that areEurodollar Rate Loans, times (2) the average aggregate daily maximum amountavailable to be drawn under all such Letters of Credit (regardless of whetherany conditions for drawing could then be met and determined as of the close ofbusiness on any date of determination).

All fees referred to in this Section 2.11(a) shall bepaid to Administrative Agent at its Principal Office and upon receipt,Administrative Agent shall promptly distribute to each applicable Lender itsPro Rata Share thereof.

(b)   Each applicableBorrower agrees to pay directly to Issuing Bank, for its own account, thefollowing fees:

(i)            afronting fee equal to 0.250%, per annum, times the average aggregate dailymaximum amount available to be drawn under all Letters of Credit (determined asof the close of business on any date of determination); and

(ii)           suchcustomary and reasonable documentary and processing charges for any issuance,amendment, transfer or payment of a Letter of Credit as are in accordance withIssuing Bank’s standard schedule for such charges and as in effect at the timeof such issuance, amendment, transfer or payment, as the case may be.

(c)   All fees referredto in Section 2.11(a) and 2.11(b)(i) shall be calculated (i) in the case ofBase Rate Loans on the basis of a 365-day or 366-day year, as thecase may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a360-day year, in each case for the actual number of days elapsed andshall be payable quarterly in arrears on March 31, June 30, September 30 andDecember 31 of each year during the Revolving Commitment Period, commencing onthe first such date to occur after the Effective Date, and on the RevolvingCommitment Termination Date.

(d)   In addition to anyof the foregoing fees, Borrowers agree to pay to Agents such other fees in theamounts and at the times separately agreed upon.

**2.12.       ScheduledPayments**.  Theprincipal amount of the Term Loans shall be repaid in consecutive equalquarterly installments (each, an **“Installment”**)in the aggregate amount of 1.00% *per annum* onthe last day of each Fiscal Quarter which ends on or after June 30, 2007, withthe remaining balance due on the Domestic Tranche C Term Loan Maturity Date andthe European Term Loan Maturity Date, as applicable.  Notwithstanding the foregoing, (x) suchInstallments shall be reduced in connection with any voluntary or mandatoryprepayments of the Domestic Tranche C Term Loans or the European Term Loans, asthe case may be, in accordance with Sections 2.13, 2.14 and 2.15, asapplicable; and (y) the Domestic Tranche C Term Loans and the European Term Loans,together with all other amounts owed hereunder with respect thereto, shall, inany event, be paid in full no later than the Domestic Tranche C Term LoanMaturity Date and the European Term Loan Maturity Date, respectively.

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**2.13.  Voluntary Prepayments/Commitment Reductions**.

(a)   VoluntaryPrepayments.

(i)   Any timeand from time to time:

(1) with respect to Base Rate Loans,Borrowers may prepay any such Loans on any Business Day in whole or in part, inan aggregate minimum amount of $1,000,000 and integral multiples of $500,000 inexcess of that amount;

(2) with respect to Eurodollar RateLoans denominated in Dollars, Borrowers may prepay any such Loans on anyBusiness Day in whole or in part in an aggregate minimum amount of $1,000,000and integral multiples of $500,000 in excess of that amount;

(3) with respect to Eurodollar RateLoans denominated in Euro, Borrowers may prepay any such Loans on any BusinessDay in whole or in part in an aggregate minimum amount of €1,000,000 andintegral multiples of €500,000 in excess of that amount; and

(4) with respect to Swing Line Loans,Borrowers may prepay any such Loans on any Business Day in whole or in part inan aggregate minimum amount of $500,000, and in integral multiples of $100,000in excess of that amount.

(ii)   All suchprepayments shall be made:

(1) upon not less than one BusinessDay’s prior written or telephonic notice in the case of Base Rate Loans;

(2) upon not less than three BusinessDays’ prior written or telephonic notice in the case of Eurodollar Rate Loans;and

(3) upon written or telephonic noticeon the date of prepayment, in the case of Swing Line Loans;

in each case given to Administrative Agent or SwingLine Lender, as the case may be, by 12:00 p.m. (Local Time) on the daterequired and, if given by telephone, promptly confirmed in writing toAdministrative Agent (and Administrative Agent will promptly transmit suchtelephonic or original notice for Term Loans or Revolving Loans, as the casemay be, by telefacsimile or telephone to each Lender) or Swing Line Lender, asthe case may be.  Any such voluntaryprepayment shall be applied as specified in Section 2.15(a).

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(b)   VoluntaryCommitment Reductions.

(i)            AnyBorrower may, upon not less than three Business Days’ prior written ortelephonic notice confirmed in writing to Administrative Agent (which originalwritten or telephonic notice Administrative Agent will promptly transmit bytelefacsimile or telephone to each applicable Lender), at any time and fromtime to time terminate in whole or permanently reduce in part, without premiumor penalty, the Revolving Commitments in an amount up to the amount by whichthe Revolving Commitments exceed the Total Utilization of Revolving Commitmentsat the time of such proposed termination or reduction; provided, anysuch partial reduction of the Domestic Revolving Commitments shall be in anaggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 inexcess of that amount and any such European Revolving Commitment shall be in anaggregate minimum amount of €5,000,000 and integral multiples of €1,000,000 inexcess of that amount.

(ii)           SuchBorrower’s notice to Administrative Agent shall designate the date (which shallbe a Business Day) of such termination or reduction and the amount of anypartial reduction, and such termination or reduction of the RevolvingCommitments shall be effective on the date specified in Borrower’s notice andshall reduce the Revolving Commitment of each Lender proportionately to its ProRata Share thereof.

**2.14.       MandatoryPrepayments/Commitment Reductions**.

(a)   Asset Sales.  No later than three Business Days followingthe date of receipt by Holdings or any of its Subsidiaries of any Net AssetSale Proceeds, Borrowers shall, subject to Section 2.14(g), prepay the Loans asset forth in Section 2.15(b) in an aggregate amount equal to such Net AssetSale Proceeds; provided, so long as no Default or Event of Default shallhave occurred and be continuing, the Borrowers shall have the option, directlyor through one or more of its Subsidiaries, to invest Net Asset Sale Proceedswithin two hundred seventy days of receipt thereof in assets of the generaltype used or useful in the business of Holdings and its Subsidiaries.

(b)   Insurance/CondemnationProceeds.  No later than threeBusiness Days following the date of receipt by Holdings or any of itsSubsidiaries, or Administrative Agent or Collateral Agent, as applicable, asloss payee, of any Net Insurance/Condemnation Proceeds, the Borrowers shall,subject to Section 2.14(g), prepay the Loans as set forth in Section 2.15(b) inan aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided,so long as no Default or Event of Default shall have occurred and becontinuing, the Borrowers shall have the option, directly or through one ormore of its Subsidiaries to invest such Net Insurance/Condemnation Proceedswithin two hundred seventy days of receipt thereof in long term productiveassets of the general type used or useful in the business of Holdings and itsSubsidiaries, which investment may include the repair, restoration orreplacement of the applicable assets thereof.

(c)   [reserved]

(d)   Issuance ofDebt.  On the date of receipt byHoldings or any of its Subsidiaries of any Cash proceeds from the incurrence ofany Indebtedness of Holdings or any of its Subsidiaries (other than withrespect to any Indebtedness permitted to be incurred

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pursuantto Section 6.1), the Borrowers shall prepay the Loans as set forth in Section2.15(b) in an aggregate amount equal to 100% of such proceeds, net ofunderwriting discounts, debt issuance and commitment fees and commissions andother reasonable costs and expenses associated therewith, including reasonablelegal fees and expenses.

(e)   ConsolidatedExcess Cash Flow.  In the event thatthere shall be Consolidated Excess Cash Flow for any Fiscal Year (commencingwith the Fiscal Year ending 2007), the Borrowers shall, no later than onehundred thirty days after the end of such Fiscal Year, prepay the Loans as setforth in Section 2.15(b) in an aggregate amount equal to (i) 25% of suchConsolidated Excess Cash Flow minus (ii) voluntary repayments of theLoans paid in that Fiscal Year, (excluding (i) repayments of Revolving Loans orSwing Line Loans except to the extent the Revolving Commitments are permanentlyreduced in connection with such repayments and (ii) the repayment of ExistingIndebtedness on the Effective Date); provided, that if the LeverageRatio on the last day of the applicable Fiscal Year is less than 4.00:1.00,then such prepayment percentage shall be reduced to 0%.

(f)    RevolvingLoans and Swing Loans.  The Borrowersshall from time to time prepay *first*,the Swing Line Loans (with respect to the U.S. Borrower), and *second*, the Revolving Loans to the extentnecessary so that the Total Utilization of Revolving Commitments shall not atany time exceed the Revolving Commitments then in effect.

(g)   Limitations onPrepayments.  The prepayments of theLoans pursuant to Sections 2.14(a) through 2.14(e) shall be subject to (i)permissibility under local law relating to financial assistance, corporatebenefit, restrictions on upstreaming of cash intra-group and the fiduciary andstatutory duties of the directors of Holdings or its applicable Subsidiary, and(ii) restrictions in its material Organizational Documents (including as aresult of minority ownership) (each restriction referred to in clauses (i) and(ii), a **“Restriction”**).  Further, there will be no requirement to makeany such prepayment where Holdings, any of its Subsidiaries or any of theirAffiliates can demonstrate to the Lenders that it would incur a material Taxliability by doing so, including a material deemed dividend pursuant to Section956 of the Internal Revenue Code.  Thenon-application and nonpayment of any prepayment amounts pursuant to Sections2.14(a) through (e) as a consequence of this Section 2.14(g) will not, for theavoidance of doubt, constitute an Event of Default, and such pre-paymentamounts shall be available for working capital purposes of Holdings and itsSubsidiaries as long as not required to be prepaid in accordance with thefollowing provisions.  Holdings and theGuarantors will use and shall procure that any of their Subsidiaries will useall commercially reasonable efforts to overcome or eliminate any Restrictionsand/or minimize any such costs of prepayment and/or use the other Cashresources of Holdings and its Subsidiaries (subject to the considerationsabove) to make the relevant prepayment. If at any time within one year of a prepayment being forgiven due to aRestriction, such Restriction is removed, any relevant proceeds will at the endof the then current Interest Period (or, if Base Rate Loans are thenoutstanding, immediately) be applied in accordance with the applicableprepayment provision above (net of any reasonable costs, expenses or taxesincurred by Holdings and its Subsidiaries or any of their Affiliates andarising exclusively as a result of compliance with the preceding sentence, andHoldings and its Subsidiaries shall be permitted to make, directly orindirectly, a dividend or distribution to its Affiliates in an amountsufficient to cover such tax liability, costs or expenses).

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(h)   PrepaymentCertificate.  Concurrently with anyprepayment of the Loans pursuant to Sections 2.14(a) through 2.14(e), Borrowersshall deliver to Administrative Agent a certificate of an Authorized Officerdemonstrating the calculation of the amount of the applicable net proceeds orConsolidated Excess Cash Flow, as the case may be.  In the event that Borrowers shallsubsequently determine that the actual amount received exceeded the amount setforth in such certificate, Borrowers shall promptly make an additionalprepayment of the Loans, and Borrowers shall concurrently therewith deliver toAdministrative Agent a certificate of an Authorized Officer demonstrating thederivation of such excess.

(i)    Effective Date.  Notwithstanding the foregoing, upon theirreceipt of the proceeds of the Term Loans, the Borrowers shall apply a portionof such proceeds sufficient to, along with the IPO Proceeds (i) prepay in fullthe Existing Term Loans which are not being converted by Continuing Lendersinto Term Loans hereunder, (ii) pay all accrued and unpaid interest and fees,if any, on all Existing Term Loans held by Existing First Lien Lenders that arenot Continuing Lenders, (iii) pay to such Existing First Lien Lender that isnot a Continuing Lender all other amounts then due and owing as a result of theprepayment of such Lender’s Existing Term Loans, (iv) pay all other Obligationsthen due and owing to the Existing First Lien Lenders, in their capacity assuch, under the Existing First Lien Credit Agreement and (vi) pay in full allother Existing Indebtedness, including accrued and unpaid interest.  It is agreed and understood that theapplication of proceeds under this Section 2.14(i) shall be such that theproceeds of the Domestic Tranche C Term Loans are only applied to satisfyExisting Indebtedness in respect of the Existing Domestic Term Loans, theproceeds of the European Term Loan C1 are only applied to satisfy ExistingIndebtedness in respect of the Existing European Term Loan A and the ExistingSecond Lien European Term Loan A and the proceeds of the European Term Loan C2are only applied to satisfy Existing Indebtedness in respect of the ExistingEuropean Term Loan B and the Existing Second Lien European Term Loan B.

**2.15.       Applicationof Prepayments/Reductions**.

(a)   Application ofVoluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.13(a) shall be appliedas specified by the applicable Borrower in the applicable notice of prepayment;provided, in the event such Borrower fails to specify the Loans to whichany such prepayment shall be applied, such prepayment shall be applied asfollows:

*first*, withrespect to the U.S. Borrower, to repay outstanding Swing Line Loans to the fullextent thereof;

*second*, to repayoutstanding Revolving Loans of the applicable Borrower, on a pro rata basis (inaccordance with the respective outstanding principal amounts thereof), to thefull extent thereof; and

*third*, to prepaythe Term Loans of the applicable Borrower, on a pro rata basis (in accordancewith the respective outstanding principal amounts thereof); and

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further applied on a pro rata basis to reduce thescheduled remaining Installments of principal of the Term Loans.

(b)   Application ofMandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.14(a) through2.14(e) shall be applied as follows:

*first*, to prepayTerm Loans on a pro rata basis (in accordance with the respective outstandingprincipal amounts thereof) and further applied on a pro rata basis to theremaining scheduled Installments of principal of each Term Loan;

*second*, to prepaythe Swing Line Loans to the full extent thereof (without any reduction in theRevolving Commitments);

*third*, to prepaythe Revolving Loans on a pro rata basis (in accordance with the respectiveoutstanding principal amounts thereof) to the full extent thereof (without anyreduction in the Revolving Commitments)

*fourth*, to prepayoutstanding reimbursement obligations with respect to Letters of Credit on apro rata basis (in accordance with the respective outstanding principal amountsthereof); and

*fifth*, to cashcollateralize Letters of Credit.

(c)   Application ofPrepayments of Loans to Base Rate Loans and Eurodollar Rate Loans.  Considering each Class of Loans being prepaidseparately, any prepayment thereof shall be applied first to Base Rate Loans tothe full extent thereof before application to Eurodollar Rate Loans, in eachcase in a manner which minimizes the amount of any payments required to be madeby Borrowers pursuant to Section 2.18(c).

**2.16.       GeneralProvisions Regarding Payments**.

(a)   All payments by aBorrower of principal, interest, fees and other Obligations shall be made inDollars or Euro, as applicable, in same day funds, without defense, setoff orcounterclaim, free of any restriction or condition, and delivered toAdministrative Agent not later than 2:00 p.m. (Local Time) on the date due atthe Principal Office designated by Administrative Agent for the account ofLenders; for purposes of computing interest and fees, funds received byAdministrative Agent after that time on such due date shall be deemed to have beenpaid by Borrowers on the next succeeding Business Day.

(b)   All payments inrespect of the principal amount of any Loan (other than voluntary prepaymentsof Revolving Loans) shall be accompanied by payment of accrued interest on theprincipal amount being repaid or prepaid, and all such payments (and, in anyevent, any payments in respect of any Loan on a date when interest is due andpayable with respect to such Loan) shall be applied to the payment of interestthen due and payable before application to principal.

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(c)   AdministrativeAgent (or its agent or sub-agent appointed by it) shall promptly distribute toeach Lender at such address as such Lender shall indicate in writing, suchLender’s applicable Pro Rata Share of all payments and prepayments of principaland interest due hereunder, together with all other amounts due thereto,including, without limitation, all fees payable with respect thereto, to theextent received by Administrative Agent.

(d)   Notwithstandingthe foregoing provisions hereof, if any Conversion/ Continuation Notice iswithdrawn as to any Affected Lender or if any Affected Lender makes Base RateLoans in lieu of its Pro Rata Share of any Eurodollar Rate Loans,Administrative Agent shall give effect thereto in apportioning payments receivedthereafter.

(e)   Subject to theprovisos set forth in the definition of “Interest Period” as they may apply toRevolving Loans, whenever any payment to be made hereunder with respect to anyLoan shall be stated to be due on a day that is not a Business Day, suchpayment shall be made on the next succeeding Business Day and, with respect toRevolving Loans only, such extension of time shall be included in thecomputation of the payment of interest hereunder or of the Revolving Commitmentfees hereunder.

(f)    Borrowers herebyauthorize, upon the request of Borrowers (provided such request shall not berequired if there is a Default or Event of Default continuing), AdministrativeAgent to charge Borrower’s accounts with Administrative Agent in order to causetimely payment to be made to Administrative Agent of all principal, interest,fees and expenses due hereunder (subject to sufficient funds being available inits accounts for that purpose).

(g)   AdministrativeAgent shall deem any payment by or on behalf of a Borrower hereunder that isnot made in same day funds prior to 2:00 p.m. (Local Time) to be a non-conformingpayment.  Any such payment shall not bedeemed to have been received by Administrative Agent until the later of (i) thetime such funds become available funds, and (ii) the applicable next BusinessDay.  Administrative Agent shall giveprompt telephonic notice to the applicable Borrower and each applicable Lender(confirmed in writing) if any payment is non-conforming.  To the extent not made in same day fundsprior to 5:00 p.m. (Local Time), any non-conforming payment mayconstitute or become a Default or Event of Default in accordance with the termsof Section 8.1(a).  Interest shallcontinue to accrue on any principal as to which a non-conforming paymentis made until such funds become available funds (but in no event less than theperiod from the date of such payment to the next succeeding applicable BusinessDay) at the rate determined pursuant to Section 2.10 from the date such amountwas due and payable until the date such amount is paid in full.

(h)   If an Event ofDefault shall have occurred and not otherwise been waived, and the maturity ofthe Obligations shall have been accelerated pursuant to Section 8.1, allpayments or proceeds received by Agents hereunder in respect of any of theObligations, shall be applied in accordance with the application arrangementsdescribed in Section 7.2 of the Pledge and Security Agreement.

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**2.17.       RatableSharing.**  Lenders hereby agree among themselves that,except as otherwise provided in the Collateral Documents with respect toamounts realized from the exercise of rights with respect to Liens on theCollateral, if any of them shall, whether by voluntary payment (other than avoluntary prepayment of Loans made and applied in accordance with the termshereof), through the exercise of any right of set-off or banker’s lien,by counterclaim or cross action or by the enforcement of any right under theCredit Documents or otherwise, or as adequate protection of a deposit treatedas cash collateral under the Bankruptcy Code or any other applicablelegislation, receive payment or reduction of a proportion of the aggregateamount of principal, interest, amounts payable in respect of Letters of Credit,fees and other amounts then due and owing to such Lender hereunder or under theother Credit Documents (collectively, the **“AggregateAmounts Due”** to such Lender) which is greater than the proportionreceived by any other Lender in respect of the Aggregate Amounts Due to suchother Lender, then the Lender receiving such proportionately greater paymentshall (a) notify Administrative Agent and each other Lender of the receipt ofsuch payment and (b) apply a portion of such payment to purchase participations(which it shall be deemed to have purchased from each seller of a participationsimultaneously upon the receipt by such seller of its portion of such payment)in the Aggregate Amounts Due to the other Lenders so that all such recoveriesof Aggregate Amounts Due shall be shared by all Lenders in proportion to theAggregate Amounts Due to them; provided, if all or part of suchproportionately greater payment received by such purchasing Lender isthereafter recovered from such Lender upon the bankruptcy or reorganization of aBorrower or otherwise, those purchases shall be rescinded and the purchaseprices paid for such participations shall be returned to such purchasing Lenderratably to the extent of such recovery, but without interest; provided, further, that any proportionately greater amounts received onaccount of Loans to the Euro Borrowers shall be applied to purchaseparticipations in loans to the Euro Borrowers.  Each Borrower expressly consents to theforegoing arrangement and agrees that any holder of a participation sopurchased may exercise any and all rights of banker’s lien, set-off orcounterclaim with respect to any and all monies owing by such Borrower to thatholder with respect thereto as fully as if that holder were owed the amount ofthe participation held by that holder.

**2.18.       Makingor Maintaining Eurodollar Rate Loans**.

(a)   Inability toDetermine Applicable Interest Rate. In the event that Administrative Agent shall have determined (whichdetermination shall be final and conclusive and binding upon all partieshereto), on any Interest Rate Determination Date with respect to any EurodollarRate Loans, that by reason of circumstances affecting the London interbankmarket adequate and fair means do not exist for ascertaining the interest rateapplicable to such Loans on the basis provided for in the definition ofAdjusted Eurodollar Rate, Administrative Agent shall on such date give notice(by telefacsimile or by telephone confirmed in writing) to Borrowers and eachLender of such determination, whereupon (i) no Loans may be made as, orconverted to, Eurodollar Rate Loans (other than those where the interest ratecan be determined in accordance with clauses (c) or (d) of the definition ofAdjusted Eurodollar Rate) until such time as Administrative Agent notifiesBorrowers and Lenders that the circumstances giving rise to such notice nolonger exist, and (ii) any Funding Notice or Conversion/Continuation Noticegiven by any Borrower with respect to the Loans in respect of which suchdetermination was made shall be deemed to be rescinded by such Borrower.

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(b)   Illegality orImpracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (whichdetermination shall be final and conclusive and binding upon all parties heretobut shall be made only after consultation with Borrowers and AdministrativeAgent) that the making, maintaining or continuation of its Eurodollar RateLoans (i) has become unlawful as a result of compliance by such Lender in goodfaith with any law, treaty, governmental rule, regulation, guideline or order(or would conflict with any such treaty, governmental rule, regulation,guideline or order not having the force of law even though the failure tocomply therewith would not be unlawful), or (ii) has become impracticable, as aresult of contingencies occurring after the date hereof which materially andadversely affect the London interbank market or the position of such Lender inthat market, then, and in any such event, such Lender shall be an **“Affected Lender”** and it shall on that day givenotice (by telefacsimile or by telephone confirmed in writing) to Borrowers andAdministrative Agent of such determination (which notice Administrative Agentshall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make Loans as,or to convert Loans to, Eurodollar Rate Loans shall be suspended until suchnotice shall be withdrawn by the Affected Lender, (2) to the extent suchdetermination by the Affected Lender relates to a Eurodollar Rate Loan thenbeing requested by a Borrower pursuant to a Funding Notice or aConversion/Continuation Notice, the Affected Lender shall make such Loan as (orcontinue such Loan as or convert such Loan to, as the case may be) a Base RateLoan, (3) the Affected Lender’s obligation to maintain its outstandingEurodollar Rate Loans (the **“Affected Loans”**) shall be terminated at the earlier to occur of theexpiration of the Interest Period then in effect with respect to the AffectedLoans or when required by law, (4) the Affected Loans in Dollars shallautomatically convert into Base Rate Loans on the date of such termination and(5) the interest rate on the Affected Loans in Euro shall be determined inaccordance with clauses (c) or (d) of the definition of Adjusted EurodollarRate.  Notwithstanding the foregoing, tothe extent a determination by an Affected Lender as described above relates toa Eurodollar Rate Loan then being requested by a Borrower pursuant to a FundingNotice or a Conversion/Continuation Notice, such Borrower shall have theoption, subject to the provisions of Section 2.18(c), to rescind such FundingNotice or Conversion/Continuation Notice as to all Lenders by giving notice (bytelefacsimile or by telephone confirmed in writing) to Administrative Agent ofsuch rescission on the date on which the Affected Lender gives notice of itsdetermination as described above (which notice of rescission AdministrativeAgent shall promptly transmit to each other Lender).  Except as provided in the immediatelypreceding sentence, nothing in this Section 2.18(b) shall affect the obligationof any Lender other than an Affected Lender to make or maintain Loans as, or toconvert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c)   Compensationfor Breakage or Non-Commencement of Interest Periods.  Each Borrower shall compensate each Lender,upon written request by such Lender (which request shall set forth the basisfor requesting such amounts), for all reasonable actual out-of-pocket losses,expenses and liabilities (including any interest paid by such Lender to Lendersof funds borrowed by it to make or carry its Eurodollar Rate Loans and anyactual out-of-pocket loss, expense or liability sustained by such Lender inconnection with the liquidation or re-employment of such funds butexcluding loss of anticipated profits) which such Lender may sustain:  (i) if for any reason (other than a defaultby such Lender) a borrowing of any Eurodollar Rate Loan does not occur on adate specified therefor in a Funding Notice or a

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telephonicrequest for borrowing, or a conversion to or continuation of any EurodollarRate Loan does not occur on a date specified therefor in aConversion/Continuation Notice or a telephonic request for conversion orcontinuation; (ii) if any prepayment or other principal payment of, or anyconversion of, any of its Eurodollar Rate Loans occurs on a date prior to thelast day of an Interest Period applicable to that Loan; or (iii) if anyprepayment of any of its Eurodollar Rate Loans is not made on any datespecified in a notice of prepayment given by such Borrower.

(d)   Booking ofEurodollar Rate Loans.  Subject toSections 2.20 and 2.21, any Lender may make, carry or transfer Eurodollar RateLoans at, to, or for the account of any of its branch offices or the office ofan Affiliate of such Lender.

(e)   Certificatesfor Reimbursement.  A certificate ofa Lender or the Issuing Bank setting forth the amount or amounts necessary tocompensate such Lender or the Issuing Bank or its holding company, as the casemay be, pursuant to Sections 2.18 or 2.19 and delivered to the Borrowers shallbe conclusive absent manifest error.  TheBorrowers shall pay such Lender or the Issuing Bank, as the case may be, theamount shown as due on any such certificate within 10 days after receiptthereof.

**2.19.       IncreasedCosts; Capital Adequacy**.

(a)           Compensation For Increased Costsand Taxes.  Subject to the provisionsof Section 2.20 (which shall be controlling with respect to the matters coveredthereby), in the event that any Lender (which term shall include Issuing Bankfor purposes of this Section 2.19(a)) shall determine (which determinationshall, absent manifest error, be final and conclusive and binding upon allparties hereto) that any law, treaty or governmental rule, regulation or order,or any change therein or in the interpretation, administration or applicationthereof (including the introduction of any new law, treaty or governmentalrule, regulation or order), or any determination of a court or governmentalauthority, in each case that becomes effective after the date hereof, orcompliance by such Lender with any guideline, request or directive issued ormade after the date hereof by any central bank or other governmental or quasi-governmentalauthority (whether or not having the force of law):  (i) subjects such Lender (or its applicablelending office) to any additional Tax (other than any Tax on the overall netincome of such Lender) with respect to this Agreement or any of the otherCredit Documents or any of its obligations hereunder or thereunder or anypayments to such Lender (or its applicable lending office) of principal,interest, fees or any other amount payable hereunder; (ii) imposes, modifies orholds applicable any reserve (including any marginal, emergency, supplemental,special or other reserve), special deposit, compulsory loan, FDIC insurance orsimilar requirement against assets held by, or deposits or other liabilities inor for the account of, or advances or loans by, or other credit extended by, orany other acquisition of funds by, any office of such Lender (other than anysuch reserve or other requirements with respect to Eurodollar Rate Loans that arereflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes anyother condition (other than with respect to a Tax matter) on or affecting suchLender (or its applicable lending office) or its obligations hereunder or theLondon interbank market or the European interbank market; and the result of anyof the foregoing is to increase the cost to such Lender of agreeing to make,making or maintaining Loans hereunder or to reduce any amount received orreceivable by

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such Lender (or its applicable lending office) with respect thereto;then, in any such case, the Borrowers shall promptly pay to such Lender, uponreceipt of the statement referred to in the next sentence, such additionalamount or amounts (in the form of an increased rate of, or a different methodof calculating, interest or otherwise as such Lender in its sole discretionshall determine) as may be necessary to compensate such Lender for any suchincreased cost or reduction in amounts received or receivable hereunder.  Such Lender shall deliver to Borrowers (witha copy to Administrative Agent) a written statement, setting forth inreasonable detail the basis for calculating the additional amounts owed to suchLender under this Section 2.19(a), which statement shall be conclusive andbinding upon all parties hereto absent manifest error.

(b)   Capital Adequacy Adjustment.  In the event that any Lender (which termshall include Issuing Bank for purposes of this Section 2.19(b)) shall havedetermined that the adoption, effectiveness, phase-in or applicabilityafter the Effective Date of any law, rule or regulation (or any provisionthereof) regarding capital adequacy, or any change therein or in theinterpretation or administration thereof by any Governmental Authority, centralbank or comparable agency charged with the interpretation or administrationthereof, or compliance by any Lender (or its applicable lending office) withany guideline, request or directive regarding capital adequacy (whether or nothaving the force of law) of any such Governmental Authority, central bank orcomparable agency, has or would have the effect of reducing the rate of returnon the capital of such Lender or any corporation controlling such Lender as aconsequence of, or with reference to, such Lender’s Loans or RevolvingCommitments or Letters of Credit, or participations therein or otherobligations hereunder with respect to the Loans or the Letters of Credit to alevel below that which such Lender or such controlling corporation could haveachieved but for such adoption, effectiveness, phase-in, applicability,change or compliance (taking into consideration the policies of such Lender orsuch controlling corporation with regard to capital adequacy), then from timeto time, within five Business Days after receipt by Borrowers from such Lenderof the statement referred to in the next sentence, Borrowers shall pay to suchLender such additional amount or amounts as will compensate such Lender or suchcontrolling corporation on an after-tax basis for such reduction. SuchLender shall deliver to Borrowers (with a copy to Administrative Agent) awritten statement, setting forth in reasonable detail the basis for calculatingthe additional amounts owed to Lender under this Section 2.19(b), whichstatement shall be conclusive and binding upon all parties hereto absentmanifest error.

**2.20.   Taxes; Withholding, etc.**

(a)   Payments to Be Free and Clear.  Subject to Section 2.20(b), all sums payableby any Credit Party hereunder and under the other Credit Documents shall(except to the extent required by law) be paid free and clear of, and withoutany deduction or withholding on account of, any Tax (other than a Tax on theoverall net income of any Lender) imposed, levied, collected, withheld orassessed by any Governmental Authority or any political subdivision or taxingauthority thereof or therein.

(b)   Withholding of Taxes.  If any Credit Party or any other Person isrequired by law to make any deduction or withholding on account of any Tax(other than a Tax on the overall net income) from any sum paid or payable byany Credit Party to Administrative 

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Agent or any Lender (which term shall includeIssuing Bank and Collateral Agent for purposes of this Section 2.20(b)) underany of the Credit Documents:  (i) theapplicable Borrower shall notify Administrative Agent of any such requirementor any change in any such requirement as soon as reasonably possible after suchBorrower becomes aware of it; (ii) the applicable Borrower shall pay any suchTax before the date on which penalties attach thereto, such payment to be made(if the liability to pay is imposed on any Credit Party) for its own account or(if that liability is imposed on Administrative Agent or such Lender, as thecase may be) on behalf of and in the name of Administrative Agent or suchLender; (iii) the sum payable by such Credit Party in respect of which therelevant deduction, withholding or payment is required shall be increased tothe extent necessary to ensure that, after the making of that deduction,withholding or payment, Administrative Agent or such Lender, as the case maybe, receives on the relevant due date a net sum equal to what it would havereceived had no such deduction, withholding or payment been required or made; and(iv) within thirty days after paying any sum from which any deduction orwithholding has been made, the applicable Borrower shall deliver toAdministrative Agent evidence reasonably satisfactory to the AdministrativeAgent of such deduction, withholding or payment and of the remittance thereofto the relevant tax or other authority; provided, no such additionalamount shall be required to be paid to any Lender under clause (iii) above thatare United States withholding taxes imposed on amounts payable to such Lenderunder the Domestic Loan at the time such Lender becomes a party to thisAgreement, except to the extent that (a) such Lender’s assignor (if any)was entitled, at the time of assignment, to receive additional amounts from theBorrowers with respect to Taxes pursuant to this Section 2.20 or (b) suchadditional amount is attributable to an interest or participation in any Loanor other obligation that such Lender was required to acquire pursuant toSection 2.17.

(c)   Payment of Other Taxes.  In addition, the Borrowers shall pay any andall present or future stamp or documentary taxes and any other excise orproperty taxes, charges or similar levies arising from any payment madehereunder or from the execution, delivery or enforcement of, or otherwise withrespect to, this Agreement or any other Credit Document to the relevantGovernmental Authority in accordance with applicable law.

(d)   Evidence of Exemption From U.S.Withholding Tax.  Each Lender makinga loan to U.S. Borrower that is not a United States Person (as such term isdefined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federalincome tax purposes (a **“Non-US Lender”**)shall deliver to Administrative Agent for transmission to U.S. Borrower, on orprior to the Effective Date (in the case of each Lender listed on the signaturepages hereof on the Effective Date) or on or prior to the date of theAssignment Agreement pursuant to which it becomes a Lender (in the case of eachother Lender), and at such other times as may be necessary in the determinationof U.S. Borrower or Administrative Agent (each in the reasonable exercise ofits discretion), (i) two original copies of Internal Revenue Service Form W-8BEN,W-8ECI and/or W-8IMY (or any successor forms), properly completed andduly executed by such Lender, and such other documentation required under theInternal Revenue Code or reasonably requested by U.S. Borrower to establishthat such Lender is not subject to (or is subject to a reduced rate of)deduction or withholding of United States federal income tax with respect toany payments to such Lender of principal, interest, fees or other amountspayable under any of the Credit Documents, or (ii) if such Lender is not a “bank”or other Person described in Section 881(c)(3) of the Internal Revenue 

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Code and cannot deliver Internal RevenueService Form W-8ECI pursuant to clause (i) above, a Certificate re Non-BankStatus together with two original copies of Internal Revenue Service Form W-8BENand/or W-8IMY (or any successor form), properly completed and duly executed bysuch Lender, and such other documentation required under the Internal RevenueCode or reasonably requested by U.S. Borrower to establish that such Lender isnot subject to deduction or withholding of United States federal income taxwith respect to any payments to such Lender of interest payable under any ofthe Credit Documents.  If any Lenderprovides an Internal Revenue Service Form W-8IMY, such Lender must also attachthe additional documentation that must be transmitted with Internal RevenueService Form W-8IMY, including the appropriate forms described in this Section2.20(d).  Each Lender making a Loan toU.S. Borrower that is a United States person (as such term is defined inSection 7701(a)(30) of the Internal Revenue Code) and is not a person whosename indicates that it is an “exempt recipient” (as such term is defined inSection 1.6049-4(c)(ii) of the United States Treasury Regulations) shalldeliver to U.S. Borrower and Administrative Agent on or prior to the EffectiveDate (in the case of each Lender listed on the signature pages hereof on theEffective Date) or on or prior to the date of the Assignment Agreement pursuantto which it becomes a Lender (in the case of each other Lender), and at suchother times as may be necessary in the determination of U.S. Borrower andAdministrative Agent (each in the reasonable exercise of its discretion) twooriginal copies of Internal Revenue Service Form W-9 (or successor forms).  Notwithstanding anything to the contrarycontained herein, a Non-US Lender shall not be required to deliver any form orstatement pursuant to this Section 2.20(d) that such Non-US Lender is notlegally able to deliver.  Each Lenderrequired to deliver any forms, certificates or other evidence with respect toUnited States federal income tax withholding matters pursuant to this Section2.20(d) hereby agrees, from time to time after the initial delivery by suchLender of such forms, certificates or other evidence, whenever a lapse in timeor change in circumstances renders such forms, certificates or other evidenceobsolete or inaccurate in any material respect, that such Lender shall promptlydeliver to Administrative Agent for transmission to U.S. Borrower two neworiginal copies of Internal Revenue Service Form W-8BEN, W-8ECI,W-8IMY or W-9, or a Certificate re Non-Bank Status and two originalcopies of Internal Revenue Service Form W-8BEN or W-8IMY (or anysuccessor form), as the case may be, properly completed and duly executed bysuch Lender, and such other documentation required under the Internal RevenueCode or reasonably requested by U.S. Borrower to confirm or establish that suchLender is not subject to (or is subject to a reduced rate of) deduction orwithholding of United States federal income tax with respect to payments tosuch Lender under the Credit Documents, or notify Administrative Agent and U.S.Borrower of its inability to deliver any such forms, certificates or otherevidence.  Borrowers shall not berequired to pay any additional amount to any Non-US Lender under Section2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms,certificates or other evidence referred to in this Section 2.20(d), or (2) tonotify Administrative Agent and Borrowers of its inability to deliver any suchforms, certificates or other evidence, as the case may be; provided, ifsuch Lender shall have satisfied the requirements of the first and secondsentences of this Section 2.20(d) on the Effective Date or on the date of theAssignment Agreement pursuant to which it became a Lender, as applicable,nothing in this last sentence of Section 2.20(d) shall relieve U.S. Borrower ofits obligation to pay any additional amounts pursuant this Section 2.20 in theevent that, as a result of any change in any applicable law, 

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treaty or governmental rule, regulation ororder, or any change in the interpretation, administration or applicationthereof, such Lender is no longer properly entitled to deliver forms,certificates or other evidence at a subsequent date establishing the fact thatsuch Lender is not subject to withholding as described herein.

(e)   Evidence of Exemption from Non-U.S.Withholding Tax.  A Lender that isentitled to an exemption from or reduction of non-U.S. withholding tax underthe law of the jurisdiction in which any Borrower is subject to tax, or anytreaty to which such jurisdiction is a party, with respect to payments underthis Agreement shall deliver, within a reasonable period of time, to therelevant Borrower (with a copy to the Collateral Agent), as reasonablyrequested by such Borrower, such properly completed and executed documentationprescribed by applicable law (including, if relevant, a certificate ofresidence) as will permit such payments to be made without withholding or at areduced rate, provided that such Lender is legally entitled to complete,execute and deliver such documentation.

(f)   Borrowers Indemnification for Failure toPay Required Taxes, etc.  IfBorrowers fail to pay (or cause to be paid) any Taxes pursuant to Section2.20(b)(ii) or (c) when due to the appropriate tax authority or fail to remitto the Administrative Agent the required receipts or other required documentaryevidence, the Borrowers shall indemnify the Administrative Agent and the Lenders(which term shall include Issuing Bank and Collateral Agents for purposes ofthis Section 2.20(f)) for any incremental Taxes that may become payable by theAdministrative Agent or any Lender as a result of any such failure.  Payment under this indemnification must bemade within fifteen days from the date any Administrative Agent or any Lenderor any of their respective Affiliates makes written demand thereforeaccompanied by appropriate evidence of the Tax and its payment.

(g)   Treatment of Certain Refunds.  If the Administrative Agent or a Lender(which term shall include the Issuing Bank and Collateral Agent for purposes ofthis Section 2.20(g)) determines, in its sole discretion, that it has receiveda refund of any Taxes or other taxes (as described in Section 2.20(c)) as towhich it has been indemnified by a Credit Party or with respect to which theCredit Party has paid additional amounts pursuant to this Section, it shall payto such Credit Party an amount equal to such refund (but only to the extent ofindemnity payments made, or additional amounts paid, by the Credit Party underthis Section with respect to the Taxes or other taxes (as described in Section2.20(c)) giving rise to such refund), net of all out-of-pocket expenses of theAdministrative Agent or such Lender, as applicable, and without interest (otherthan any interest paid by the relevant Governmental Authority with respect tosuch refund), provided that the Credit Party, upon the request of theAdministrative Agent or such Lender, agrees to repay the amount paid over tothe Credit Party (plus any penalties, interest or other charges imposed by therelevant Governmental Authority) to the Administrative Agent or such Lender inthe event the Administrative Agent or such Lender is required to repay suchrefund to such Governmental Authority. This paragraph shall not be construed to require the AdministrativeAgent or any Lender to make available its tax returns (or any other informationrelating to its taxes that it deems confidential) to any Credit Party or anyother Person.

**2.21.   Obligation to Mitigate**.  Each Lender (which term shall include IssuingBank for purposes of this Section 2.21) agrees that, as promptly as practicableafter the officer of such 

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Lender responsible foradministering its Loans or Letters of Credit, as the case may be, becomes awareof the occurrence of an event or the existence of a condition that would causesuch Lender to become an Affected Lender or that would entitle such Lender toreceive payments under Section 2.18, 2.19 or 2.20, it will, to the extent notinconsistent with the internal policies of such Lender and any applicable legalor regulatory restrictions, use reasonable efforts to (a) make, issue, fund ormaintain its Credit Extensions, including any Affected Loans, through anotheroffice of such Lender, or (b) take such other measures as such Lender may deemreasonable, if as a result thereof the circumstances which would cause suchLender to be an Affected Lender would cease to exist or the additional amountswhich would otherwise be required to be paid to such Lender pursuant to Section2.18, 2.19 or 2.20 would be materially reduced and if, as determined by suchLender in its sole discretion, the making, issuing, funding or maintaining ofsuch Revolving Commitments, Loans or Letters of Credit through such otheroffice or in accordance with such other measures, as the case may be, would nototherwise adversely affect such Revolving Commitments, Loans or Letters ofCredit or the interests of such Lender; provided, such Lender will notbe obligated to utilize such other office pursuant to this Section 2.21 unlessthe Borrowers agree to pay all incrementalexpenses incurred by such Lender as a result of utilizing such other office asdescribed above.  A certificate as to theamount of any such expenses payable by Borrowers pursuant to this Section 2.21(setting forth in reasonable detail the basis for requesting such amount)submitted by such Lender to Borrowers (with a copy to Administrative Agent) shallbe conclusive absent manifest error.

**2.22.   Defaulting Lenders.**  Anything contained herein to the contrarynotwithstanding, in the event that any Lender defaults (a **“Defaulting Lender**”) in its obligation tofund (a **“Funding Default”**) anyRevolving Loan or its portion of any unreimbursed payment under Section2.3(b)(iv) or 2.4(e) (in each case, a **“DefaultedLoan”**), then (a) during any Default Period with respect to suchDefaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender”for purposes of voting on any matters (including the granting of any consentsor waivers) with respect to any of the Credit Documents; (b) to the extentpermitted by applicable law, until such time as the Default Excess with respectto such Defaulting Lender shall have been reduced to zero, (i) any voluntaryprepayment of the Revolving Loans shall, if the applicable Borrower so directsat the time of making such voluntary prepayment, be applied to the RevolvingLoans of other Lenders as if such Defaulting Lender had no Revolving Loansoutstanding and the Domestic Revolving Exposure and European Revolving Exposureof such Defaulting Lender were zero, and (ii) any mandatory prepayment of theRevolving Loans shall, if the applicable Borrower so directs at the time ofmaking such mandatory prepayment, be applied to the Revolving Loans of otherLenders (but not to the Revolving Loans of such Defaulting Lender) as if suchDefaulting Lender had funded all Defaulted Loans of such Defaulting Lender, itbeing understood and agreed that Borrowers shall be entitled to retain anyportion of any mandatory prepayment of the Revolving Loans that is not paid tosuch Defaulting Lender solely as a result of the operation of the provisions ofthis clause (b); (c) such Defaulting Lender’s Revolving Commitment andoutstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of theLetter of Credit Usage shall be excluded for purposes of calculating theRevolving Commitment fee payable to Lenders in respect of any day during anyDefault Period with respect to such Defaulting Lender, and such DefaultingLender shall not be entitled to receive any Revolving Commitment fee pursuantto Section 2.11 with respect to such Defaulting Lender’s Revolving Commitmentin respect of any Default Period with respect to such Defaulting Lender; (d)the Total Utilization of Revolving Commitments as at any date of 

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determination shall becalculated as if such Defaulting Lender had funded all Defaulted Loans of suchDefaulting Lender and (e) amendments under Section 11.5 shall be calculated asif such Defaulting Lender’s Loans and Commitments did not exist.  No Revolving Commitment of any Lender shallbe increased or otherwise affected, and, except as otherwise expressly providedin this Section 2.22, performance by each Borrower of its obligations hereunderand the other Credit Documents shall not be excused or otherwise modified as aresult of any Funding Default or the operation of this Section 2.22.  The rights and remedies against a DefaultingLender under this Section 2.22 are in addition to other rights and remedieswhich Borrowers may have against such Defaulting Lender with respect to anyFunding Default and which Administrative Agent or any Lender may have againstsuch Defaulting Lender with respect to any Funding Default.

**2.23.   Removal or Replacement of a Lender.**  Anything contained herein to the contrarynotwithstanding, in the event that:  (a)(i) any Lender (an **“Increased-CostLender”**) shall give notice to Borrowers that such Lender is anAffected Lender or that such Lender is entitled to receive payments underSection 2.18, 2.19 or 2.20, (ii) the circumstances which have caused suchLender to be an Affected Lender or which entitle such Lender to receive suchpayments shall remain in effect, and (iii) such Lender shall fail to withdrawsuch notice within five Business Days after Borrowers’ request for suchwithdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) theDefault Period for such Defaulting Lender shall remain in effect, and (iii)such Defaulting Lender shall fail to cure the default as a result of which ithas become a Defaulting Lender within five Business Days after Borrowers’request that it cure such default; or (c) in connection with any proposedamendment, modification, termination, waiver or consent with respect to any ofthe provisions hereof as contemplated by Section 11.5(b), the consent ofRequisite Lenders shall have been obtained but the consent of one or more ofsuch other Lenders (each a **“Non-ConsentingLender”**) whose consent is required shall not have been obtained;then, with respect to each such Increased-Cost Lender, Defaulting Lenderor Non-Consenting Lender (the **“Terminated Lender”**),Borrowers may, by giving written notice to Administrative Agent and anyTerminated Lender of its election to do so, elect to cause such TerminatedLender (and such Terminated Lender hereby irrevocably agrees) to assign itsoutstanding Loans and its Revolving Commitments, if any, in full to one or moreEligible Assignees (each a **“Replacement Lender”**)in accordance with the provisions of Section 11.6 and Borrowers shall pay thefees, if any, payable thereunder in connection with any such assignment from anIncreased-Cost Lender or a Non-Consenting Lender and the Defaulting Lendershall pay the fees, if any, payable thereunder in connection with any suchassignment from such Defaulting Lender; provided, (1) on the date ofsuch assignment, the Replacement Lender shall pay to Terminated Lender anamount equal to the sum of (A) an amount equal to the principal of, and allaccrued but unpaid interest on, all outstanding Loans of the Terminated Lender,(B) an amount equal to all unreimbursed drawings that have been funded by suchTerminated Lender, together with all then unpaid interest with respect theretoat such time and (C) an amount equal to all accrued, but theretofore unpaidfees owing to such Terminated Lender pursuant to Section 2.11; and (2) on thedate of such assignment, Borrowers shall pay any amounts payable to suchTerminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or otherwise as ifit were a prepayment; provided, Borrowers may not make such electionwith respect to any Terminated Lender that is also an Issuing Bank unless,prior to the effectiveness of such election, Borrowers shall have caused eachoutstanding Letter of Credit issued thereby to be cancelled or backstopped.  Upon the prepayment of allamounts owing to any Terminated Lender and the termination of such TerminatedLender’s Revolving Commitments, if any, such 

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Terminated Lender shallno longer constitute a “Lender” for purposes hereof; provided, anyrights of such Terminated Lender to indemnification hereunder shall survive asto such Terminated Lender.

**2.24.   Incremental Facilities.**  Any Borrower may by written notice toAdministrative Agent elect to request the establishment of one or more new termloan commitments (the **“New Term LoanCommitments”**), by an amount not in excess of the Dollar Equivalentof  $150,000,000 in the aggregate and notless than the Dollar Equivalent of $25,000,000 individually (or such lesseramount which shall be approved by Administrative Agent or such lesser amountthat shall constitute the difference between the Dollar Equivalent of  $150,000,000 and all such New Term LoanCommitments obtained prior to such date), and integral multiples of $5,000,000in excess of that amount.  Each suchnotice shall specify (A) the date (each, an **“IncreasedAmount Date”**) on which such Borrower proposes that the New Term LoanCommitments shall be effective, which shall be a date not less than 10 BusinessDays after the date on which such notice is delivered to Administrative Agent,(B) the identity of each Lender or other Person that is an Eligible Assignee(each, a **“New Term Loan Lender”**)to whom such Borrower proposes any portion of such New Term Loan Commitments beallocated and the amounts of such allocations and (C) whether, and in whatamounts, such New Term Loan Commitments shall be for Domestic Tranche C TermLoans and/or European Term Loans; provided that Administrative Agent mayelect or decline to arrange such New Term Loan commitments in its solediscretion and any Lender approached to provide all or a portion of the NewTerm Loan Commitments may elect or decline, in its sole discretion, to providea New Term Loan Commitment.  Such NewTerm Loan Commitments shall become effective as of such Increased Amount Date; providedthat (1) no Default or Event of Default shall exist on such IncreasedAmount Date before or after giving effect to such New Term Loan Commitments;(2) both before and after giving effect to the making of any Series of New TermLoans, each of the conditions set forth in Section 3.2 shall be satisfied; (3)the pro forma Leverage Ratio shall be equal to or less than 4.50:1.00, asdetermined on the basis of the financial statements most recently delivered toAdministrative Agent; (4) the New Term Loan Commitments shall be effectedpursuant to one or more Joinder Agreements executed and delivered by the applicableBorrower, the New Term Loan Lender and Administrative Agent, and each of whichshall be recorded in the Register and each New Term Loan Lender shall besubject to the requirements set forth in Section 2.20(d); (5) theapplicable Borrower shall make any payments required pursuant to Section2.18(c) in connection with the New Term Loan Commitments; and (6) theapplicable Borrower shall deliver or cause to be delivered any legal opinionsor other documents reasonably requested by Administrative Agent in connectionwith any such transaction. Any New Term Loans made on an Increased Amount Dateshall be designated a separate series (a **“Series”**)of New Term Loans for all purposes of this Agreement.

On any Increased Amount Date on which any New Term Loan Commitments ofany Series are effective, subject to the satisfaction of the foregoing termsand conditions, (i) each New Term Loan Lender of any Series shall make a Loanto the applicable Borrower (a **“New Term Loan”**) in an amount equalto its New Term Loan Commitment of such Series, and (ii) each New Term LoanLender of any Series shall become a Lender hereunder with respect to the NewTerm Loan Commitment of such Series and the New Term Loans of such Series madepursuant thereto.

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Administrative Agent shall notify Lenders promptly upon receipt of theapplicable Borrower’s notice of each Increased Amount Date and in respectthereof the Series of New Term Loan Commitments and the New Term Loan Lendersof such Series, subject to the assignments contemplated by this Section 2.24.

The terms and provisions of the New Term Loans and New Term LoanCommitments of any Series shall be, except as otherwise set forth herein or inthe Joinder Agreement, identical to the Term Loans.  In any event (i) the weighted average life tomaturity of all New Term Loans of any Series shall be no shorter than theweighted average life to maturity of the Term Loans, (ii) the applicable NewTerm Loan Maturity Date of each Series shall be no shorter than the latest ofthe final maturity of the Term Loans, (iii) the rate of interest applicable tothe New Term Loans of each Series shall be determined by Borrower and theapplicable new Lenders and shall be set forth in each applicable JoinderAgreement; providedhowever that the interest rate applicable tothe New Term Loans (after giving effect to all upfront or similar fees ororiginal issue discount payable with respect to such New Term Loans) shall notbe greater than the highest interest rate that may, under any circumstances, bepayable with respect to Term Loans plus 0.50% per annum unless the interestrate with respect to the Term Loan is increased so as to equal the differencebetween the interest rate applicable to the New Term Loans (after giving effectto all upfront or similar fees or original issue discount payable with respectto such New Term Loans) and the corresponding interest rate applicable to theTerm Loans minus 0.50% per annum. Each Joinder Agreement may, without the consent of any other Lenders,effect such amendments to this Agreement and the other Credit Documents as maybe necessary or appropriate, in the opinion of Administrative Agent to effectthe provision of this Section 2.24.

**SECTION3.   CONDITIONS PRECEDENT**

**3.1.   Closing Date.**  The obligation of each Lender to make a CreditExtension on the Closing Date was subject to the satisfaction, or waiver inaccordance with Section 11.5, of the conditions set forth in Section 3.1 of theExisting First Lien Credit Agreement.

**3.2.  Conditions to Each Credit Extension.**

(a)   Conditions Precedent.  The obligation of each Lender to make anyLoan, or Issuing Bank to issue any Letter of Credit, on any Credit Date,including (except as to conditions (i) and (iv) set forth below) the EffectiveDate, are subject to the satisfaction, or waiver in accordance with Section11.5, of the following conditions precedent:

(i)   Administrative Agent shall have received afully executed and delivered Funding Notice or Issuance Notice, as the case maybe;

(ii)   after making the Credit Extensions requestedon such Credit Date, the Total Utilization of Revolving Commitments shall notexceed the Revolving Commitments then in effect;

(iii)   as of such Credit Date, the representationsand warranties contained herein and in the other Credit Documents shall be trueand correct in all material respects on and as of that Credit Date to the sameextent as though made on and as of that date, 

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except to the extent such representations andwarranties specifically relate to an earlier date, in which case such representationsand warranties shall have been true and correct in all material respects on andas of such earlier date;

(iv)   as of such Credit Date, no event shall haveoccurred and be continuing or would result from the consummation of theapplicable Credit Extension that would constitute an Event of Default or aDefault; and

(v)   on or before the date of issuance of anyLetter of Credit, Administrative Agent shall have received all otherinformation required by the applicable Issuance Notice, and such otherdocuments or information as Issuing Bank may reasonably require in connectionwith the issuance of such Letter of Credit.

(b)   Notices.  Any Notice shall be executed by an AuthorizedOfficer in a writing delivered to Administrative Agent.  In lieu of delivering a Notice, Borrowers maygive Administrative Agent telephonic notice by the required time of anyproposed borrowing, conversion/continuation or issuance of a Letter of Credit,as the case may be; provided each such notice shall be promptly confirmedin writing by delivery of the applicable Notice to Administrative Agent on orbefore the applicable date of borrowing, continuation/conversion orissuance.  Neither Administrative Agentnor any Lender shall incur any liability to Borrowers in acting upon anytelephonic notice referred to above that Administrative Agent believes in goodfaith to have been given by a duly authorized officer or other personauthorized on behalf of Borrowers or for otherwise acting in good faith.

**3.3.   Effective Date.**  The amendments set forth herein and theoccurrence of the borrowing the Term Loans under this Agreement shall beeffective as of the date on which each of the following conditions shall havebeen satisfied (or waived in accordance with Section 11.5 of the Existing FirstLien Credit Agreement):

(a)   The Administrative Agent shall have receivedcopies of executed signature pages to this Agreement from (i) each CreditParty, (ii) the Administrative Agent on behalf of each Term Loan Lender andeach Continuing Lender that has executed and delivered a Lender Consent Letterand (iii) the Administrative Agent on behalf of Requisite Lenders (as definedin the Existing First Lien Credit Agreement), which have executed and deliveredLender Consent Letters.

(b)   The Borrowers shall have paid all fees,costs and expenses owing to the Administrative Agent and its counsel invoicedto the Borrowers on or before the Effective Date and reimbursable by theBorrowers under the terms of the Existing First Lien Credit Agreement.  The Administrative Agent shall have received,for its own account or for the account of each Lender (as defined in theExisting First Lien Credit Agreement) that is not a Continuing Lender allinterest and fees accrued under the Existing First Lien Credit Agreementthrough the Effective Date.

(c)   The Collateral Agent shall have received (i)each Effective Date Collateral Document originally executed and delivered byeach applicable Credit Party and (ii) evidence that each Credit Party shallhave taken or caused to be taken any other 

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action, executed and delivered or caused tobe executed and delivered any other agreement, document and instrument(including, without limitation, UCC financing statements, originals ofsecurities, instruments and chattel paper and any agreements governing depositand/or securities accounts as provided therein) and made or caused to be madeany other filing and recording (other than as set forth herein) reasonablyrequired by Collateral Agent.

(d)   The Administrative Agent shall have receivedoriginally executed copies of the favorable written opinions of(i) Kirkland & Ellis LLP, special New York counsel for Credit Partiesin the form of Exhibit D-1 and (ii) opinions reasonably requested byAdministrative Agent from counsel in Canada, the Netherlands, the UnitedKingdom, Luxemburg, Germany and Switzerland, in the form of Exhibits D-2, D-3,D-4, D-5, D-6, D-7, D-8, D-9, D-10 and D-11, dated as of the Effective Date andotherwise in form and substance reasonably satisfactory to Administrative Agentand Syndication Agent (and each Credit Party hereby instructs such counsel todeliver such opinions to Agents and Lenders).

(e)   Solera Holdings, Inc. shall have consummated a Qualifying IPO andreceived the IPO Proceeds in an aggregate amount of not less than $250,000,000.

(f)   The Borrowers shall have repaid in full all Existing Term Loans withthe proceeds of the Term Loans hereunder and Holdings and the Borrowers shallhave repaid in full, or shall have caused the repayment in full of, all otherExisting Indebtedness with the proceeds of the Term Loans and the IPO Proceeds,in each case in accordance with the provisions of this Agreement, andshall have delivered to Administrative Agent all documents or instrumentsreasonably necessary to release all Liens securing such other ExistingIndebtedness or other obligations of Holdings and its Subsidiaries thereunderbeing repaid on the Effective Date.

(g)   The Administrative Agent shallhave received a copy of the resolutions, in form and substance reasonablysatisfactory to the Administrative Agent, of the board of directors or othergoverning body, as applicable, of each Credit Party as of the Effective Date(or a duly authorized committee thereof) authorizing (a) the execution, deliveryand performance of the Credit Documents (and any agreements relating thereto)to which it is a party and (b) in the case of the Borrowers, theextensions of credit contemplated hereunder; provided that, in lieu ofdelivery of each of the resolutions set forth in this Section 3.3(g), eachapplicable Credit Party may deliver a certificate executed by an AuthorizedOfficer of such Credit Party certifying that there have been no materialamendments to those resolutions previously delivered to the AdministrativeAgent on the Closing Date pursuant to Section 3.1 of the Existing First LienCredit Agreement.

(h)   The Administrative Agent shallhave received true and complete copies of the certificate of incorporation andby laws (or equivalent organizational documents) of each Credit Party as of theEffective Date; provided that, in lieu of delivery of each of thedocuments set forth in this Section 3.3(h), each applicable Credit Party maydeliver a certificate executed by an Authorized Officer of such Credit Party 

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certifying that there have been no materialamendments to those documents previously delivered to the Administrative Agenton the Closing Date pursuant to Section 3.1 of the Existing First Lien CreditAgreement.

(i)   On the Effective Date, theAdministrative Agent shall have received a Solvency Certificate from Holdingsin form, scope and substance reasonably satisfactory to Administrative Agent,and demonstrating that after giving effect to the consummation of the borrowingunder this Agreement and any rights of contribution, the Credit Parties, on aconsolidated basis, are and will be Solvent.

(j)   The Leverage Ratio as of theEffective Date, after giving pro forma effect to the transactions contemplatedby this Agreement and the receipt of the IPO Proceeds, shall not be greaterthan 4.50:1.00.

(k)   The Administrative Agent shall have receiveda duly executed funds flow memorandum, with respect to the disbursement on theEffective Date of the proceeds of the Loans made on such date.

(l)   The Borrowers shall havedelivered to the Administrative Agent an originally executed Effective DateCertificate, together with all attachments thereto.

**SECTION4.   REPRESENTATIONS AND WARRANTIES**

In order to induce Lenders and Issuing Bank to enter into this Agreementand to make each Credit Extension to be made thereby, each Credit Partyrepresents and warrants to each Lender and Issuing Bank, on the Effective Dateand on each Credit Date, that the following statements are true and correct(assuming that the Qualifying IPO has occurred):

**4.1.   Organization; Requisite Power and Authority;Qualification.**  Each ofHoldings and its Subsidiaries (a) is duly organized and validly existing and,if applicable, in good standing, under the laws of its jurisdiction oforganization as identified in Schedule 4.1, (b) has all requisite power andauthority to own and operate its properties, to carry on its business as nowconducted and as proposed to be conducted, to enter into the Credit Documentsto which it is a party and to carry out the transactions contemplated thereby,and (c) is qualified to do business and in good standing in every jurisdictionwhere necessary to carry out its business and operations, except injurisdictions where the failure to be so qualified or in good standing has nothad, and could not be reasonably expected to have, a Material Adverse Effect.

**4.2.   Capital Stock and Ownership.**  The Capital Stock of each of Holdings and itsSubsidiaries has been duly authorized and validly issued and is fully paid andnon-assessable, to the extent applicable thereto.  Except as set forth on Schedule 4.2, as ofthe Effective Date hereof, there is no existing option, warrant, call, right,commitment or other agreement to which Holdings or any of its Subsidiaries is aparty requiring, and there is no membership interest or other Capital Stock ofHoldings or any of its Subsidiaries outstanding which upon conversion orexchange would require, the issuance by Holdings or any of its Subsidiaries ofany additional membership interests or other Capital Stock of Holdings or anyof its Subsidiaries or other Securities convertible into, exchangeable for orevidencing the right to subscribe for or purchase, 

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a membership interest orother Capital Stock of Holdings or any of its Subsidiaries.  Schedule 4.2 correctly sets forth theownership interest of Holdings and each of its Subsidiaries in their respectiveSubsidiaries as of the Effective Date.

**4.3.   Due Authorization.**  The execution, delivery and performance ofthe Credit Documents have been duly authorized by all necessary action on thepart of each Credit Party that is a party thereto.

**4.4.   No Conflict.**  The execution,delivery and performance by Credit Parties of the Credit Documents to whichthey are parties and the consummation of the transactions contemplated by theCredit Documents do not and will not (a) violate (i) any provision of any lawor any governmental rule or regulation applicable to Holdings or any of itsSubsidiaries, (ii) any of the Organizational Documents of Holdings or anyof its Subsidiaries, or (iii) any order, judgment or decree of any court orother agency of government binding on Holdings or any of its Subsidiaries,except where such violation could not reasonably be expected to have a MaterialAdverse Effect; (b) conflict with, result in a breach of or constitute (withdue notice or lapse of time or both) a default under any Contractual Obligationof Holdings or any of its Subsidiaries except to the extent such conflict,breach or default could not reasonably be expected to have a Material AdverseEffect; (c) result in or require the creation or imposition of any Lien uponany of the properties or assets of Holdings or any of its Subsidiaries (otherthan any Liens created under any of the Credit Documents in favor of CollateralAgent, on behalf of Secured Parties); or (d) require any approval ofstockholders, members or partners or any approval or consent of any Personunder any Contractual Obligation of Holdings or any of its Subsidiaries, exceptfor such approvals or consents which will be obtained on or before theEffective Date and except for any such approvals or consents the failure ofwhich to obtain will not have a Material Adverse Effect.

**4.5.   Governmental Consents.**  The execution, delivery and performance byCredit Parties of the Credit Documents to which they are parties and theconsummation of the transactions contemplated by the Credit Documents do notand will not require any registration with, consent or approval of, or noticeto, or other action to, with or by, any Governmental Authority, except forfilings and recordings with respect to the Collateral to be made, or otherwisedelivered to Collateral Agent, for filing and/or recordation, as of theEffective Date or, with regard to Foreign Subsidiaries, promptly thereafterwithin any applicable time limit provided by relevant legislation, as permittedby applicable law and except for filings required to be made under securitieslaws.

**4.6.   Binding Obligation.**  Each Credit Document has been duly executedand delivered by each Credit Party that is a party thereto and is the legallyvalid and binding obligation of such Credit Party, enforceable against suchCredit Party in accordance with its respective terms, except as may be limitedby bankruptcy, insolvency, reorganization, moratorium or similar laws relatingto or limiting creditors’ rights generally or by equitable principles relatingto enforceability.

**4.7.   [Reserved].**

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**4.8.   Projections.**  On and as ofthe Effective Date, the projections of Holdings and its Subsidiaries for theperiod of Fiscal Year 2007 through and including Fiscal Year 2014 (the **“Projections”**) are based on good faithestimates and assumptions made by the management of Holdings; provided,the Projections are not to be viewed as facts and that actual results duringthe period or periods covered by the Projections may differ from suchProjections and that the differences may be material; providedfurther,as of the Effective Date, management of Holdings believed that the Projectionswere reasonable and attainable.

**4.9.   No Material Adverse Change.**  Since the date of the most recent auditedfinancial statements delivered pursuant to Section 5.1(c) of the Existing FirstLien Credit Agreement, no event, circumstance or change has occurred that hascaused or evidences a Material Adverse Effect.

**4.10.   Adverse Proceedings, etc.**  There are no Adverse Proceedings that couldreasonably be expected to have a Material Adverse Effect.  Neither Holdings nor any of its Subsidiaries(a) is in violation of any applicable laws (including Environmental Laws) thatcould reasonably be expected to have a Material Adverse Effect, or (b) issubject to or in default with respect to any final judgments, writs,injunctions, decrees, rules or regulations of any court or any federal, state,municipal or other governmental department, commission, board, bureau, agencyor instrumentality, domestic or foreign, that could reasonably be expected tohave a Material Adverse Effect.

**4.11.   Payment of Taxes.**  Except as otherwise permitted under Section5.3, all returns and reports of Holdings and its Subsidiaries with regard toTaxes required to be filed by any of them have been timely filed, the contentsof such returns and reports have been materially accurate, and all Taxes shownon such returns to be due and payable and all assessments, fees and othergovernmental charges upon Holdings and its Subsidiaries and upon theirrespective properties, assets, income, businesses and franchises which are dueand payable have been paid when due and payable except those which are beingactively contested by Holdings or such Subsidiary in good faith and byappropriate proceedings; provided, such reserves or other appropriateprovisions, if any, as shall be required in conformity with GAAP shall havebeen made or provided therefor.

**4.12.   Properties.**

(a)   Title.  Each of Holdings and its Subsidiaries has (i)good, sufficient and legal title to (in the case of fee interests in realproperty), (ii) valid leasehold interests in (in the case of leaseholdinterests in real or personal property), (iii) valid licensed rights in (in thecase of licensed interests in intellectual property) and (iv) good title to (inthe case of all other personal property), all of their respective propertiesand assets.  Except as permitted by thisAgreement, all such properties and assets are free and clear of Liens otherthan Permitted Liens.

(b)   RealEstate.  As of the Effective Date,Schedule 4.12 contains a true, accurate and complete list of (i) all RealEstate Assets, and (ii) all leases, subleases or assignments of leases(together with all amendments, modifications, supplements, renewals orextensions of any thereof) affecting each Real Estate Asset of any CreditParty, regardless

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of whether such Credit Party is the landlordor tenant (whether directly or as an assignee or successor in interest) undersuch lease, sublease or assignment.  Eachagreement listed in clause (ii) of the immediately preceding sentence is as ofthe Effective Date in full force and effect and Holdings does not haveknowledge of any default that has occurred and is continuing thereunder thatwould reasonably be expected to result in a Material Adverse Effect, and eachsuch agreement constitutes the legally valid and binding obligation of eachapplicable Credit Party, enforceable against such Credit Party in accordancewith its terms, except as enforcement may be limited by bankruptcy, insolvency,reorganization, moratorium or similar laws relating to or limiting creditors’rights generally or by equitable principles.

**4.13.   Environmental Matters.**  Neither Holdings nor any of its Subsidiariesnor any of their respective Facilities or operations are subject to anyoutstanding written order, consent decree or settlement agreement with anyPerson relating to any Environmental Law, any Environmental Claim, or anyHazardous Materials Activity that could reasonably be expected to have aMaterial Adverse Effect.  There are and,to each of Holdings’ and its Subsidiaries’ knowledge, have been, no conditions,occurrences, or Hazardous Materials Activities which could reasonably beexpected to form the basis of an Environmental Claim against Holdings or any ofits Subsidiaries that could reasonably be expected to have a Material AdverseEffect.  Neither Holdings nor any of itsSubsidiaries nor, to any Credit Party’s knowledge, any predecessor of Holdingsor any of its Subsidiaries has filed any notice under any Environmental Lawindicating past or present treatment of Hazardous Materials at any Facility,and none of Holdings’ or any of its Subsidiaries’ operations involves thegeneration, transportation, treatment, storage or disposal of hazardous waste,as defined under 40 C.F.R. Parts 260-270 or any state equivalent.  Compliance with all current or reasonablyforeseeable future requirements pursuant to or under Environmental Laws couldnot be reasonably expected to have a Material Adverse Effect.  No event or condition has occurred or isoccurring with respect to Holdings or any of its Subsidiaries relating to anyEnvironmental Law, any Release of Hazardous Materials, or any HazardousMaterials Activity which has had, or could reasonably be expected to have, aMaterial Adverse Effect.

**4.14.   No Defaults.**  Neither Holdings nor any of its Subsidiariesis in default in the performance, observance or fulfillment of any of theobligations, covenants or conditions contained in any of its ContractualObligations, and no condition exists which, with the giving of notice or thelapse of time or both, could constitute such a default, except where theconsequences, direct or indirect, of such default or defaults, if any, couldnot reasonably be expected to have a Material Adverse Effect.

**4.15.   Governmental Regulation.**  Neither Holdings nor any of its Subsidiariesis subject to regulation under the Federal Power Act or the Investment CompanyAct of 1940.  Neither Holdings nor any ofits Subsidiaries is a “registered investment company” or a company “controlled”by a “registered investment company” or a “principal underwriter” of a “registeredinvestment company” as such terms are defined in the Investment Company Act of1940.

**4.16.   Margin Stock.**  Neither Holdings nor any of its Subsidiariesis engaged principally, or as one of its important activities, in the businessof extending credit for the purpose of purchasing or carrying any MarginStock.  No part of the proceeds of theLoans made 

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to such Credit Party willbe used to purchase or carry any such Margin Stock in violation of RegulationT, U or X of the Board of Governors or to extend credit to others for thepurpose of purchasing or carrying any such margin stock or for any purpose thatviolates the provisions of Regulation T, U or X of the Board of Governors.

**4.17.   Employee Matters.**  Neither Holdings nor any of its Subsidiariesis engaged in any unfair labor practice that could reasonably be expected tohave a Material Adverse Effect.  There is(a) no unfair labor practice complaint pending against Holdings or any of itsSubsidiaries, or to the knowledge of Holdings and Borrowers, threatened againstany of them before the National Labor Relations Board (or any foreignequivalent thereof) and no grievance or arbitration proceeding arising out ofor under any collective bargaining agreement that is so pending againstHoldings or any of its Subsidiaries or to the knowledge of Holdings andBorrowers, threatened against any of them, (b) no strike or work stoppage inexistence or threatened involving Holdings or any of its Subsidiaries, and (c)to the knowledge of Holdings and Borrower, no union representation questionexisting with respect to the employees of Holdings or any of its Subsidiariesand, to the knowledge of Holdings and Borrower, no union organization activitythat is taking place, except (with respect to any matter specified in clause(a), (b) or (c) above) such as is not reasonably likely to have a MaterialAdverse Effect.

**4.18.  Employee Benefit Plans.**

(a)   Except as could not reasonably be expectedto have a Material Adverse Effect, Holdings, each of its Subsidiaries and eachof their respective ERISA Affiliates are in compliance with all applicableprovisions and requirements of ERISA and the Internal Revenue Code and theregulations and published interpretations thereunder with respect to eachEmployee Benefit Plan, and have performed all their obligations under eachEmployee Benefit Plan.  Each EmployeeBenefit Plan which is intended to qualify under Section 401(a) of the Internal RevenueCode has received a favorable determination letter from the Internal RevenueService indicating that such Employee Benefit Plan is so qualified and nothinghas occurred subsequent to the issuance of such determination letter whichwould cause such Employee Benefit Plan to lose its qualified status.  Except as could not reasonably be expected tohave a Material Adverse Effect, no liability to the PBGC (other than requiredpremium payments), the Internal Revenue Service, any Employee Benefit Plan or anytrust established under Title IV of ERISA has been or is expected to beincurred by Holdings, any of its Subsidiaries or any of their ERISAAffiliates.  Except as could notreasonably be expected to have a Material Adverse Effect, (i) no ERISA Eventhas occurred or is reasonably expected to occur and (ii) except to the extentrequired under Section 4980B of the Internal Revenue Code or similar statelaws, no Employee Benefit Plan provides health or welfare benefits (through thepurchase of insurance or otherwise) for any retired or former employee ofHoldings, any of its Subsidiaries or any of their respective ERISAAffiliates.  Except as could notreasonably be expected to have a Material Adverse Effect, the present value ofthe aggregate benefit liabilities under each Pension Plan sponsored, maintainedor contributed to by Holdings, any of its Subsidiaries or any of their ERISAAffiliates (determined as of the end of the most recent plan year on the basisof the actuarial assumptions specified for funding purposes in the most recentactuarial valuation for such Pension Plan), did not exceed the aggregatecurrent value of the assets of such Pension Plan.  Except as could not reasonably be expected tohave a Material Adverse Effect, (i) as of the 

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most recent valuation date for eachMultiemployer Plan for which the actuarial report is available, the potentialliability of Holdings, its Subsidiaries and their respective ERISA Affiliatesfor a complete withdrawal from such Multiemployer Plan (within the meaning ofSection 4203 of ERISA), when aggregated with such potential liability for acomplete withdrawal from all Multiemployer Plans, based on informationavailable pursuant to Section 4221(e) of ERISA is zero and (ii) Holdings, eachof its Subsidiaries and each of their ERISA Affiliates have complied with therequirements of Section 515 of ERISA with respect to each Multiemployer Planand are not in material “default” (as defined in Section 4219(c)(5) of ERISA)with respect to payments to a Multiemployer Plan.

(b)   Except as could not reasonably be expectedto have a Material Adverse Effect, all Foreign Plans are operated in compliancewith all applicable laws, each Credit Party which contributes to a Foreign Planhas paid all required contributions to such Foreign Plan as they fall due, andno action or omission has been or is expected to be taken by any Credit Partynor has any event occurred in relation to a Foreign Plan which has or isreasonably likely to result in liability to any Credit Party to anyGovernmental Authority.  At the requestof Administrative Agent, Borrowers shall deliver to Administrative Agent atsuch times as those reports are prepared in order to comply with the thencurrent statutory or auditing requirement (as applicable either to the trusteesof any relevant Foreign Plans or to Borrowers), actuarial reports in relationto all Foreign Plans.  Borrowers shallpromptly notify the Administrative Agent of any material change in the rate ofcontributions to any Foreign Plans either paid or recommended to be paid(whether by the scheme actuary, the trustees or otherwise) or required (by lawor otherwise).

**4.19.  [Reserved].**

**4.20.   Solvency.**  The Credit Parties, on a consolidated basis,are and, upon the incurrence of any Obligation by any Credit Party on any dateon which this representation and warranty is made, will be, Solvent.

**4.21.  [Reserved].**

**4.22.   Compliance with Statutes, etc.**  Each of Holdings and its Subsidiaries is incompliance with all applicable statutes, regulations and orders of, and allapplicable restrictions (other than those relating to Tax) imposed by, allGovernmental Authorities, in respect of the conduct of its business and theownership of its property (including compliance with all applicableEnvironmental Laws with respect to any Real Estate Asset or governing itsbusiness and the requirements of any permits issued under such EnvironmentalLaws with respect to any such Real Estate Asset or the operations of Holdingsor any of its Subsidiaries), except such non-compliance that could notreasonably be expected to result in a Material Adverse Effect.

**4.23.   Disclosure.**  The representations and warranties of anyCredit Party contained in any Credit Document or in any other documents,certificates or written statements furnished to any Agent or Lender by or onbehalf of Holdings or any of its Subsidiaries for use in connection with thetransactions contemplated hereby (other than Projections and pro formafinancial information), when taken as a whole, do not contain any untruestatement of a material fact or omits to state a material fact (known toHoldings or Borrowers, in the case of any document not 

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furnished by either ofthem) necessary in order to make the statements contained herein or therein notmaterially misleading in light of the circumstances in which the same weremade.  Any projections and pro formafinancial information contained in such materials are based upon good faithestimates and assumptions believed by Holdings or Borrowers to be reasonable atthe time made, it being recognized by Lenders that such projections as tofuture events are not to be viewed as facts and that actual results during theperiod or periods covered by any such projections may differ materially fromthe projected results.  There are nofacts known (or which should upon the reasonable exercise of diligence beknown) to Holdings or Borrowers (other than matters of a general economicnature) that could reasonably be expected to result in a Material AdverseEffect and that have not been disclosed herein or in such other documents,certificates and statements (when taken as a whole) furnished to Lenders foruse in connection with the transactions contemplated hereby.

**4.24.   Patriot Act.**  To the extent applicable, each Credit Partyis in compliance, in all material respects, with the (i) Trading with the EnemyAct, as amended, and each of the foreign assets control regulations of theUntied States Treasury Department (31 C.F.R., Subtitle B, Chapter V, asamended) and any other enabling legislation or executive order relatingthereto, and (ii) Uniting and Strengthening America by ProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Actof 2001).  No part of the proceeds of theLoans will be used, directly or, to the knowledge of any Credit Party,indirectly, for any payments to any governmental official or employee,political party, official of a political party, candidate for political office,or anyone else acting in an official capacity, in order to obtain, retain ordirect business or obtain any improper advantage, in violation of the UnitedStates Foreign Corrupt Practices Act of 1977, as amended.

**4.25.   Financial Assistance**.  Neither the execution, delivery andperformance of any of the Credit Documents nor the incurrence of any obligationsor liabilities (actual or contingent) thereunder by the Euro Borrowers or anyof the Foreign Guarantors constitutes or will constitute unlawful financialassistance for the purposes of Article 98c or 207c of Book 2 of the Dutch CivilCode.

**4.26.   Dutch Financial Supervision Act**.  Each Euro Borrower fully complies with rulesand regulations promulgated under the Dutch Financial Supervision Act (Wet ophet financieel toezicht).

**SECTION5.   AFFIRMATIVE COVENANTS**

Each Credit Party covenants and agrees that, so long as any Commitmentis in effect and until payment in full of all Obligations (other thancontingent indemnity obligations not then due and payable) and cancellation orexpiration of all Letters of Credit, each Credit Party shall perform, and shallcause each of its Subsidiaries to perform, all covenants in this Section5.  Notwithstanding anything to thecontrary in any Credit Document, the requirement of any delivery by any CreditParty, under this Section 5, Section 2 or otherwise under this Agreement orunder any Credit Document, shall be satisfied solely where such delivery is by(i) U.S. Borrower on behalf of such Credit Party and each Credit Partyauthorizes U.S. Borrower to make such delivery and prepare and execute on suchCredit Party’s behalf the documents to be delivered thereunder and acknowledgethat Agents may rely on such documents prepared and 

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transmitted by U.S. Borrower or (ii) transmission orphysical delivery by U.S. Borrower following due execution by the applicableCredit Party.

**5.1.   Financial Statements and Other Reports.**  Holdings will deliver to Administrative Agentfor distribution to the Lenders:

(a)   [reserved]

(b)   Quarterly Financial Statements.  As soon as available, and in any event within45 days after the end of the first three Fiscal Quarters of each Fiscal Year,commencing with the Fiscal Quarter in which the Closing Date occurs, (i) theconsolidated balance sheets of Holdings and its Subsidiaries as at the end ofsuch Fiscal Quarter and the related consolidated statements of income,stockholders’ equity and cash flows of Holdings and its Subsidiaries for suchFiscal Quarter and for the period from the beginning of the then current FiscalYear to the end of such Fiscal Quarter, setting forth in each case (except withrespect to any quarter occurring within the first four quarters after theClosing Date) in comparative form the corresponding figures for thecorresponding periods of the previous Fiscal Year and the corresponding figuresfrom the Financial Plan for the current Fiscal Year and (ii) the consolidatingbalance sheets of each of (x) the U.S. Borrower and its Subsidiaries and (y)the Euro Borrowers and their respective Subsidiaries, in each case as at theend of such Fiscal Quarter and the related consolidating to statements ofincome for such Fiscal Quarter and for the period from the beginning of thethen current Fiscal Year to the end of such Fiscal Quarter, setting forth ineach case in comparative form the corresponding figures for the corresponding periodsof the previous Fiscal Year and the corresponding figures from the FinancialPlan for the current Fiscal Year, in the case of each of clauses (i) and (ii)all in reasonable detail, together with a Financial Officer Certification; provided,that the filing with the Securities and ExchangeCommission by Solera Holdings, Inc. of its quarterly report onForm 10-Q for the applicable Fiscal Quarter within the time period setforth in this Section 5.1(b) shall satisfy the requirements of this Section5.1(b).

(c)   Annual Financial Statements.  As soon as available, and in any event within120 days after the end of each Fiscal Year, commencing with the Fiscal Year inwhich the Closing Date occurs, (i) the consolidated and consolidating balancesheets of Holdings and its Subsidiaries as at the end of such Fiscal Year andthe related consolidated (and with respect to statements of income,consolidating) statements of income, stockholders’ equity and cash flows ofHoldings and its Subsidiaries for such Fiscal Year, setting forth in each casein comparative form the corresponding figures for the previous Fiscal Year andthe corresponding figures from the Financial Plan for the Fiscal Year coveredby such financial statements, in reasonable detail, together with a FinancialOfficer Certification and a Narrative Report with respect thereto; and (ii)with respect to such consolidated financial statements a report thereon ofPricewaterhouseCoopers, LLC or other “Big 4” accounting firm or otherindependent certified public accountants of recognized national standingselected by Holdings, and reasonably satisfactory to Administrative Agent(which report shall be unqualified as to going concern and scope of audit, andshall state that such consolidated financial statements fairly present, in allmaterial respects, the consolidated financial position of Holdings and itsSubsidiaries as at the dates indicated and the results of their operations andtheir cash flows for the periods indicated in conformity with GAAP 

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applied on a basis consistent with prioryears (except as otherwise disclosed in such financial statements) and that theexamination by such accountants in connection with such consolidated financialstatements has been made in accordance with generally accepted auditingstandards) together with a written statement by such independent certifiedpublic accountants stating (1) that their audit examination has included areview of the terms of the Credit Documents and (2) whether, in connectiontherewith, any condition or event that constitutes a Default or an Event ofDefault under Section 6.8 has come to their attention and, if such a conditionor event has come to their attention, specifying the nature and period ofexistence thereof; provided, that the filing with the Securitiesand Exchange Commission by Solera Holdings, Inc. of its annualreport on Form 10-K for the applicable Fiscal Year within the time periodset forth in this Section 5.1(c) shall satisfy the requirements of this Section5.1(c).

(d)   Compliance Certificate.  Together with each delivery of financialstatements of Holdings and its Subsidiaries pursuant to Sections 5.1(b) and5.1(c), a duly executed and completed Compliance Certificate;

(e)   Reserved;

(f)   Notice of Default.  Promptly upon any officer of Holdings orBorrowers obtaining knowledge (i) of any condition or event that constitutes aDefault or an Event of Default or that notice has been given to Holdings orBorrowers with respect thereto; (ii) that any Person has given any notice toHoldings or any of its Subsidiaries or taken any other action with respect toany event or condition set forth in Section 8.1(b); or (iii) of the occurrenceof any event or change that has caused or evidences, either in any case or inthe aggregate, a Material Adverse Effect, a certificate of its AuthorizedOfficer specifying the nature and period of existence of such condition, eventor change, or specifying the notice given and action taken by any such Personand the nature of such claimed Event of Default, Default, default, event orcondition, and what action each applicable Borrower has taken, is taking andproposes to take with respect thereto;

(g)   Notice of Litigation.  Promptly upon any Authorized Officer ofHoldings or Borrowers obtaining knowledge of (i) the institution of, or non-frivolousthreat of, any Adverse Proceeding not previously disclosed in writing byBorrowers to Lenders, or (ii) any material development in any AdverseProceeding that, in the case of either clause (i) or (ii), if adversely determinedcould be reasonably expected to have a Material Adverse Effect, or seeks toenjoin or otherwise prevent the consummation of, or to recover any damages orobtain relief as a result of, the transactions contemplated hereby, writtennotice thereof together with such other information as may be reasonablyavailable to Holdings or Borrowers to enable Lenders and their counsel toevaluate such matters;

(h)   ERISA.  (i) Promptly upon becoming aware of theoccurrence of or forthcoming occurrence of any ERISA Event, a written noticespecifying the nature thereof, what action Holdings, any of its Subsidiaries orany of their respective ERISA Affiliates has taken, is taking or proposes totake with respect thereto and, when known, any action taken or threatened bythe Internal Revenue Service, the Department of Labor or the PBGC with respectthereto or similar Governmental Authority with respect to any Foreign Plan; and

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(ii) with reasonable promptness, copiesof (1) all notices received by Holdings, any of its Subsidiaries or any oftheir respective ERISA Affiliates from a Multiemployer Plan sponsor concerningan ERISA Event; and (2) copies of such other documents or governmentalreports or filings relating to any Employee Benefit Plan or similar reports or filingsrelating to any Foreign Plan as Administrative Agent shall reasonably request;

(i)   Financial Plan.  As soon as practicable and in any event nolater than thirty days after the beginning of each Fiscal Year, a consolidatedplan and financial forecast for such Fiscal Year (a **“Financial Plan”**), including (i) a forecastedconsolidated balance sheet and forecasted consolidated statements of income andcash flows of Holdings and its Subsidiaries for such Fiscal Year and****(ii) forecasted consolidated statements ofincome and cash flows of Holdings and its Subsidiaries for each month of suchFiscal Year;

(j)   Insurance Report.  At the Administrative Agent’s request, acertificate from Borrowers’ insurance broker(s) in form and substancesatisfactory to Administrative Agent outlining all material insurance coveragemaintained as of the date of such certificate by Holdings and its Subsidiaries;

(k)   Reserved;

(l)   Reserved;

(m)   Information Regarding Collateral.  (a) Borrowers will furnish to Collateral Agentprompt written notice of any change (i) in any Credit Party’s corporate name,(ii) in any Credit Party’s identity or corporate structure, (iii) in any CreditParty’s jurisdiction of organization or (iv) in any Credit Party’s FederalTaxpayer Identification Number or state organizational identificationnumber.  Each Borrower agrees not toeffect or permit any change referred to in the preceding sentence unless allfilings have been made under the Uniform Commercial Code or otherwise that arereasonably required in order for Collateral Agent, to continue at all timesfollowing such change to have a valid, legal and perfected security interest inall the Collateral as contemplated in the Collateral Documents.  Each Borrower also agrees promptly to notifyCollateral Agent if any material portion of the Collateral is damaged ordestroyed;

(n)   Annual Collateral Verification.  Each year, at the time of delivery of annualfinancial statements with respect to the preceding Fiscal Year pursuant toSection 5.1(c), Borrowers shall deliver to Collateral Agent a certificate ofits Authorized Officer (i) either confirming that there has been nomaterial change in such information since the date of the CollateralQuestionnaire delivered on the Closing Date or the date of the most recentcertificate delivered pursuant to this Section and/or identifying such materialchanges and (ii) certifying that such information is accurate and completein all material respects.  For purposesof this Section 5.1(n), the Collateral Questionnaire shall be completed withrespect to any jurisdiction in which a Guarantor is resident or whereCollateral is otherwise located;

(o)   Other Information.  (A) After the occurrence of a Qualifying IPO,promptly upon their becoming available, copies of (i) all financialstatements, reports, notices and proxy statements sent or made availablegenerally by Holdings to its security holders 

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acting in such capacity or by any Subsidiaryof Holdings to its security holders other than Holdings or another Subsidiaryof Holdings, and (ii) all regular and periodic reports and allregistration statements and prospectuses, if any, filed by Holdings or any ofits Subsidiaries with any securities exchange or with the Securities andExchange Commission or any governmental or private regulatory authority in anyjurisdiction, and (B) such other information and data with respect to Holdingsor any of its Subsidiaries as from time to time may be reasonably requested byAdministrative Agent; and

(p)   Certification of Public Information.  Concurrently with the delivery of anydocument or notice required to be delivered pursuant to this Section 5.1,Holdings shall indicate in writing whether such document or notice containsNonpublic Information.  Holdings and eachLender acknowledge that certain of the Lenders may be “public-side” Lenders(Lenders that do not wish to receive material non-public information withrespect to Holdings, its Subsidiaries or their securities) and, if documents ornotices required to be delivered pursuant to this Section 5.1 or otherwise arebeing distributed through IntraLinks/IntraAgency, SyndTrak or another relevantwebsite or other information platform (the **“Platform”**),any document or notice that Holdings has indicated contains Nonpublic Informationshall not be posted on that portion of the Platform designated for suchpublic-side Lenders.  If Holdings has notindicated whether a document or notice delivered pursuant to this Section 5.1contains Nonpublic Information, Administrative Agent reserves the right to postsuch document or notice solely on that portion of the Platform designated forLenders who wish to receive material nonpublic information with respect toHoldings, its Subsidiaries and their securities.

(q)   Investigations.  If an Event of Default is continuing or ifthe Requisite Lenders believe in good faith and on reasonable grounds that anyfinancial statements or calculations provided by Holdings or any of itsSubsidiaries are inaccurate or incomplete in any material respect the AdministrativeAgent may, following consultation with Holdings as to the scope of theinvestigation and its cost: (i) instruct (or require Holdings to instruct) arecognized firm of accountants selected by the Administrative Agent to carryout an investigation into the affairs of the Group and/or the financialperformance of the Group and/or the accounting and other reporting proceduresand standards of the Group; and/or (ii) request confirmation that any figure inthe most recent quarterly or annual Compliance Certificate delivered underSection 5.1(d) has been correctly extracted from the relevant financialstatements delivered under Section 5.1(a) – (c); and/or (iii) instigate suchother investigations and commission such other reports (including, without limitation,legal and valuation reports) as the Administrative Agent shall reasonablyrequire into the affairs of the Group, in each case to the extent that theAdministrative Agent considers them to be relevant to such Event of Default orthe circumstances giving rise to such Event of Default or establishing theaccuracy of such financial statements and/or calculations.  The reasonable expense of any suchinvestigation shall be borne by Holdings.

**5.2.   Existence.**  Except as otherwise permitted under Section6.9, each Credit Party will, and will cause each of its Subsidiaries to, at alltimes preserve and keep in full force and effect its existence and all rightsand franchises, licenses and permits material to its business; provided,no Credit Party (other than each Borrower with respect to existence) or any ofits Subsidiaries shall be required to preserve any such existence, right orfranchise, licenses and permits if such Credit 

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Party shall determinethat the preservation thereof is no longer desirable in the conduct of thebusiness of such Person, and that the loss thereof would not reasonably beexpected to result in a Material Adverse Effect.

**5.3.   Payment of Taxes and Claims.**  Each Credit Party will, and will cause eachof its Subsidiaries to, pay all material Taxes imposed upon it or any of itsproperties or assets or in respect of any of its income, businesses orfranchises before any penalty or fine accrues thereon, and all claims(including claims for labor, services, materials and supplies) for sums thathave become due and payable and that by law have or may become a Lien upon anyof its properties or assets, prior to the time when any penalty or fine shallbe incurred with respect thereto; provided, no such Tax, claim, penaltyor fine need be paid if it is being contested in good faith by appropriateproceedings promptly instituted and diligently conducted, so long as (a)adequate reserve or other appropriate provision, as shall be required inconformity with GAAP shall have been made therefor, and (b) in the case ofa Tax, claim, penalty or fine which has or may become a Lien against any of theCollateral, such contest proceedings conclusively operate to stay the sale ofany portion of the Collateral to satisfy such Tax, claim, penalty or fine.  No Credit Party will, nor will it permit anyof its Subsidiaries to, file or consent to the filing of any consolidatedincome tax return with any Person (other than Solera Holdings, Inc. or Holdingsor any of its Subsidiaries).

**5.4.   Maintenance of Properties.**  Each Credit Party will, and will cause eachof its Subsidiaries to, maintain or cause to be maintained in working order andcondition, ordinary wear and tear and casualty excepted, all properties used oruseful in the business of Holdings and its Subsidiaries and from time to timewill make or cause to be made all appropriate repairs, renewals andreplacements thereof, except where the failure to do so would not reasonably beexpected to result in a Material Adverse Effect.

**5.5.   Insurance.**  Holdings will maintain or cause to bemaintained, with financially sound and reputable insurers, such publicliability insurance, third party property damage insurance, businessinterruption insurance and casualty insurance with respect to liabilities,losses or damage in respect of the assets, properties and businesses ofHoldings and its Subsidiaries and with such deductibles, covering such risksand otherwise, in each case, as are prudent in the good faith judgment of theofficers of Holdings and its Subsidiaries. Without limiting the generality of the foregoing, Holdings will maintainor cause to be maintained replacement value casualty insurance on theCollateral under such policies of insurance, with such insurance companies, insuch amounts, with such deductibles, and covering such risks as are prudent inthe good faith judgment of the officers of Holdings and its Subsidiaries.  Each such policy of insurance shall (i) nameCollateral Agent, on behalf of Secured Parties as an additional insuredthereunder as its interests may appear and (ii) in the case of each casualtyinsurance policy, contain a loss payable clause or endorsement, reasonablysatisfactory in form and substance to Collateral Agent, that names CollateralAgent, on behalf of the Secured Parties as the loss payee thereunder and willendeavor to provide for at least thirty days’ prior written notice toCollateral Agent, of any material modification or cancellation of such policy.

**5.6.   Books and Records; Inspections.** Each Credit Party will, and will cause each ofits Subsidiaries to, keep proper books of record and accounts in whichcomplete, true and correct entries in conformity in all material respects withGAAP shall be made of all dealings and 

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transactions in relationto its business and activities.  EachCredit Party will, and will cause each of its Subsidiaries to, permit anyauthorized representatives designated by any Lender to visit and inspect any ofthe properties of any Credit Party and any of its respective Subsidiaries, toinspect, copy and take extracts from its and their financial and accountingrecords, and to discuss its and their affairs, finances and accounts with itsand their officers and independent public accountants, all upon reasonablenotice and at such reasonable times during normal business hours and as oftenas may reasonably be requested; provided, however, that theLenders hereby agree to attempt to coordinate such visits; provided, further,so long as no Event of Default is continuing, such inspections shall be limitedto twice per year at the Borrowers’ expense.

**5.7.   Lenders Meetings.**  Holdings and Borrowers will, upon the requestof Administrative Agent or Requisite Lenders, participate in a meeting ofAdministrative Agent and Lenders once during each Fiscal Year to be held atBorrower’s corporate offices (or at such other location as may be agreed to byBorrowers and Administrative Agent) at such time as may be agreed to byBorrowers and Administrative Agent; provided, that any expenses incurredby the Lenders participating in such meeting shall not be reimbursed by theCredit Parties.

**5.8.   Compliance with Laws.**  Each Credit Party will comply, and shallcause each of its Subsidiaries and shall use commercially reasonable efforts tocause all other Persons, if any, on or occupying any Facilities to comply, withthe requirements of all applicable laws, rules, regulations and orders of anyGovernmental Authority (including all Environmental Laws), noncompliance withwhich could reasonably be expected to have, in the aggregate, a MaterialAdverse Effect.

**5.9.  Environmental.**

(a)   Environmental Disclosure.  Holdings will deliver to Administrative Agentand Lenders:

(i)   as soon as practicable following receiptthereof, copies of all material environmental audits, investigations, analysesand reports of any kind or character, whether prepared by personnel of Holdingsor any of its Subsidiaries or by independent consultants, governmentalauthorities or any other Persons, with respect to significant environmental mattersat any Facility or with respect to any Environmental Claims;

(ii)   promptly upon the occurrence thereof,written notice describing in reasonable detail (1) any Release required to bereported to any federal, state or local governmental or regulatory agency underany applicable Environmental Laws, (2) any remedial action taken by Holdings orany other Person in response to (A) any Hazardous Materials Activities theexistence of which has a reasonable possibility of resulting in one or moreEnvironmental Claims having a Material Adverse Effect, or (B) any EnvironmentalClaims that have a reasonable possibility of resulting in a Material AdverseEffect, and (3) Holdings or Borrower’s discovery of any occurrence or conditionon any real property adjoining or in the vicinity of any Facility that couldcause such Facility or any part thereof to be subject to any materialrestrictions on the ownership, occupancy, transferability or use thereof underany Environmental Laws where such restrictions have a reasonable possibility ofresulting in a Material Adverse Effect;

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(iii)   as soon as practicable following the sendingor receipt thereof by Holdings or any of its Subsidiaries, a copy of any andall written communications with respect to (1) any Environmental Claims thathave a reasonable possibility of giving rise to a Material Adverse Effect, (2)any Release required to be reported to any federal, state or local governmentalor regulatory agency, and (3) any request for information from any governmentalagency that suggests such agency is investigating whether Holdings or any ofits Subsidiaries may be potentially responsible for any Hazardous MaterialsActivity;

(iv)   prompt written notice describing inreasonable detail (1) any proposed acquisition of stock, assets, or property byHoldings or any of its Subsidiaries that could reasonably be expected to (A)expose Holdings or any of its Subsidiaries to, or result in, EnvironmentalClaims that could reasonably be expected to have a Material Adverse Effect or (B)affect the ability of Holdings or any of its Subsidiaries to maintain in fullforce and effect all material Governmental Authorizations required under anyEnvironmental Laws for their respective operations and (2) any proposed actionto be taken by Holdings or any of its Subsidiaries to modify current operationsin a manner that could reasonably be expected to subject Holdings or any of itsSubsidiaries to any additional material obligations or requirements under anyEnvironmental Laws; and

(v)   with reasonable promptness, such otherdocuments and information as from time to time may be reasonably requested byAdministrative Agent in relation to any matters disclosed pursuant to thisSection 5.9(a).

(b)   Hazardous Materials Activities, Etc.  Each Credit Party shall promptly take, andshall cause each of its Subsidiaries promptly to take, any and all actionsnecessary to (i) cure any violation of applicable Environmental Laws by suchCredit Party or its Subsidiaries that could reasonably be expected to have aMaterial Adverse Effect, and (ii) make an appropriate response to anyEnvironmental Claim against such Credit Party or any of its Subsidiaries anddischarge any obligations it may have to any Person thereunder where failure todo so could reasonably be expected to have a Material Adverse Effect.

**5.10.   Subsidiaries.**  (a) In the event that any Person becomes aSubsidiary of a Borrower after the Closing Date (other than an ExcludedSubsidiary), such Borrower shall (i) in the case of a Domestic Subsidiary or aForeign Subsidiary that is treated as a pass-through or disregarded entity forU.S. federal income tax purposes and all of the Capital Stock of which isdirectly owned by Holdings or one or more Domestic Subsidiaries of Holdings,promptly cause such Domestic Subsidiary or such Foreign Subsidiary to become aDomestic Guarantor hereunder and a Grantor under the Pledge and SecurityAgreement (or an applicable Canadian Security Document in the case of any suchDomestic Guarantor organized under the laws of Canada or a province thereof) byexecuting and delivering to Administrative Agent and Collateral Agent aCounterpart Agreement, (ii) in the case of a Foreign Subsidiary not covered byclause (i) above, except with respect to Excluded Subsidiaries, promptly causesuch Foreign Subsidiary to become a Foreign Guarantor hereunder (provided,that such Foreign Subsidiary shall have the benefit of Section 7.13 and, in anyevent, such Foreign Subsidiary shall not guarantee the Obligations of the U.S.Borrower or any Domestic Guarantor under this Agreement) and to grant Liens infavor of Collateral Agent, over all or substantially all of its assets, ifapplicable, on similar terms to the Liens granted pursuant to any CollateralDocument 

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to which any otherForeign Subsidiary incorporated in the same jurisdiction as such ForeignSubsidiary is a party (provided, that a Foreign Subsidiary shall onlybecome a Guarantor or grant a Lien to the extent not inconsistent with theSecurity Principles set forth in Schedule 1.1A), and (iii) take all suchactions and execute and deliver, or cause to be executed and delivered, allsuch documents, instruments, agreements, and certificates as are similar tothose described in Sections 3.1(b), 3.1(i) and 3.1(l) of the Existing First LienCredit Agreement.  In the event that anyPerson becomes a direct or indirect Foreign Subsidiary of Holdings, and theownership interests of such Foreign Subsidiary are owned directly by Holdingsor by any Domestic Guarantor or by any Foreign Guarantor, Holdings shall, orshall cause such Domestic Guarantor or Foreign Guarantor, as applicable, todeliver all such documents, instruments, agreements, and certificates as aresimilar to those described in Section 3.1(b) of the Existing First Lien CreditAgreement, and Holdings shall take, or shall cause such Domestic Guarantor orForeign Guarantor, as applicable, to take, all of the actions referred to inSection 3.1(i)(i) of the Existing First Lien Credit Agreement necessary togrant and to perfect a First Priority Lien in favor of Collateral Agent, forthe benefit of Secured Parties (a) in the event such Foreign Subsidiary (otherthan any Foreign Subsidiary of Holdings that is treated as a pass-through ordisregarded entity for United States federal income tax purposes and all of theCapital Stock of which is directly owned by Holdings or one or more DomesticSubsidiaries of Holdings) is directly owned by Holdings or any DomesticGuarantor, in 65% of the Capital Stock of such Foreign Subsidiary to secure itsguarantee of the Obligations of the U.S. Borrower and 100% of the Capital Stockof such Foreign Subsidiary to secure its guarantee of the Obligations of theEuro Borrowers, subject to the agreed upon Security Principles on Schedule 1.1Aand (b) in the event such Foreign Subsidiary is owned by a Foreign Guarantor,in 100% of the Capital Stock of such Foreign Subsidiary to secure its guaranteeof the Obligations of the Euro Borrowers, subject to the agreed upon SecurityPrinciples on Schedule 1.1A.  With respectto each such Subsidiary, Holdings shall promptly send to Administrative Agentwritten notice setting forth with respect to such Person (i) the date on whichsuch Person became a Subsidiary of Holdings, and (ii) all of the data requiredto be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries ofHoldings; and such written notice shall be deemed to supplement Schedules 4.1and 4.2 for all purposes hereof.  ThisSection 5.10(a) shall be interpreted in accordance with the proviso in the definitionof “Collateral”.

(b)  If at anytime (i) the aggregate assets (excluding intercompany indebtedness) of theExcluded Subsidiaries and their Subsidiaries, as consolidated in theconsolidated financial statements of Holdings, shall account for 25% or more ofthe consolidated assets of Holdings as of the last day of the most recentlyended Fiscal Quarter or (ii) the aggregate portion of Consolidated AdjustedEBITDA attributable to the Excluded Subsidiaries and their Subsidiaries, asconsolidated in the consolidated financial statements of Holdings, for the mostrecently ended period of four consecutive Fiscal Quarters shall account for 25%or more of the Consolidated Adjusted EBITDA of Holdings for such period,Holdings shall designate sufficient Excluded Subsidiaries as Guarantors,subject to agreed upon Security Principles set forth on Schedule 1.1A, toeliminate such condition, such designation to occur not later than sixty (60)Business Days after the earlier of (x) the delivery pursuant to Section 5.1(b)or (c) of financial statements of Holdings for the period during which thecondition requiring such designation shall first have existed and (y) in theevent the condition requiring such designation is known to an AuthorizedOfficer of Holdings to exist as a result of an acquisition, disposition ortransfer of material assets (including Capital Stock), the date of suchacquisition, disposition or transfer. Excluded 

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Subsidiaries designatedas Guarantors pursuant to the preceding sentence shall for all purposes of thisAgreement cease to be Excluded Subsidiaries and constitute Guarantors upon suchdesignation.

**5.11.   Additional Leasehold Property.**  In the event that any Credit Party acquires aLeasehold Property, then such Credit Party shall use commercially reasonableefforts to take all such actions and execute and deliver, or cause to beexecuted and delivered, all such documents similar to those described inSection 3.1(i)(iv) of the Existing First Lien Credit Agreement, with respect toeach such Leasehold Property that Collateral Agent, shall reasonably request,subject to the agreed upon Security Principles set forth on Schedule 1.1A.

**5.12.   Interest Rate Protection.**  No later than ninety (90) days following theClosing Date and at all times thereafter until the second anniversary of theClosing Date, Borrowers shall obtain and cause to be maintained protectionagainst fluctuations in interest rates pursuant to one or more Interest RateAgreements in form and substance reasonably satisfactory to AdministrativeAgent and Syndication Agent, in order to ensure that no less than 50% of theaggregate principal amount of the total funded Indebtedness (excludingRevolving Loans or debt for whichinterest is not paid in cash) of Holdings and its Subsidiaries thenoutstanding is either (i) subject to such Interest Rate Agreements or(ii) Indebtedness that bears interest at a fixed rate.

**5.13.   Further Assurances.**  At any time or from time to time upon therequest of Administrative Agent, each Credit Party will, at its expense,promptly execute, acknowledge and deliver such further documents and do suchother acts and things as Administrative Agent or Collateral Agent, mayreasonably request in order to effect fully the terms of the Credit Documents.  In furtherance and not in limitation of theforegoing, each Credit Party shall (and Holdings shall procure that each memberof the Group will) promptly do all such acts or execute all such documents(including assignments, transfers, mortgages, charges, notices andinstructions) as the Collateral Agent may reasonably specify (and in such formas the Collateral Agent may reasonably require in favor of the Collateral Agentor its nominee(s)) in each case, subject to agreed upon Security Principles setforth on Schedule 1.1A hereto, to the extent reasonably required byAdministrative Agent or Collateral Agent, for the exercise of any rights,powers and remedies of the Collateral Agent or: (i) to perfect the securitycreated or intended to be created under or evidenced by the CollateralDocuments (which may include the execution of a mortgage, charge, assignment orother security over all or any of the assets which are, or are intended to be,the subject of security pursuant to the Collateral Documents) or the Credit Partiesprovided by or pursuant to the Credit Documents or by law; (ii) to confer onthe Collateral Agent or confer on the Credit Parties security over any propertyand assets of that Credit Party located in any jurisdiction equivalent orsimilar to the security intended to be conferred by or pursuant to theCollateral Documents; and/or (iii) to facilitate the realization of the assetswhich are, or are intended to be, the subject of the Collateral Documents.  Each Credit Party shall (and Holdings shallprocure that each member of the Group shall) take all such action as isavailable to it (including making all filings and registrations) as may bereasonably necessary for the purpose of the creation, perfection, protection ormaintenance of any security conferred or intended to be conferred on theCollateral Agent or the Credit Parties by or pursuant to the Credit Documents.

**5.14.  [Reserved].**

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**5.15.   Financial Assistance**.  Each of the Borrowers will (i) procure (tothe extent it is lawful to do so) that each Subsidiary of Holdings transferssufficient funds to enable such Borrower to meet its payment obligations underthe Credit Documents as they fall due, except to the extent such transfer wouldhave any adverse tax consequence for the Borrowers or where it otherwise wouldbe against applicable law (including financial assistance and corporate benefitrules, restrictions on upstreaming cash intra-Group and fiduciary and statutoryduties of directors of the relevant member of the Group) or materialconstituent document restrictions (resulting from minority ownership provisionsexisting as of the date hereof), and (ii) ensure that all payments amongHoldings and its Subsidiaries (or any of them) have been and will be made incompliance with applicable local laws or regulations concerning financialassistance by a company for the acquisition of or subscription for its ownshares or concerning the protection of shareholders’ capital, corporatebenefit, fraudulent preference, “thin capitalization” rules and similarprinciples.

**5.16.   Intellectual Property.**  Each Credit Party shall and Holdings shallprocure that each Group member will (i) preserve and maintain the validity ofthe Intellectual Property necessary for the business of the relevant Groupmember; (ii) use reasonable endeavors to prevent any infringement in anymaterial respect of the Intellectual Property, (iii) in such Credit Party’s andHoldings’ reasonable business judgment, consistent with past businesspractices, and to the extent the following are within the applicable CreditParty’s or Holdings’ actual control, make registrations and pay allregistration fees and taxes necessary to maintain the Intellectual Property infull force and effect; and (iv) not use or permit the Intellectual Property tobe used in a way (or take any steps or omit to take any step in respect of thatIntellectual Property) that will materially and adversely affect the existenceor value of the Intellectual Property or imperil the right of any member of theGroup to use such property.

**5.17.   Post-Closing Covenant.**  U.S. Borrower shall use commerciallyreasonable efforts to deliver a Landlord Personal Property Collateral AccessAgreement in respect of the Real Estate Asset located at 880 Technology Drive,Suite A, Ann Arbor, Michigan 48108, which shall be executed by the landlord ofsuch Real Estate Asset and the U.S. Borrower.

**SECTION6.   NEGATIVE COVENANTS**

Each Credit Party covenants and agrees that, so long as any Commitmentis in effect and until payment in full of all Obligations (other thancontingent indemnity obligations not then due and payable) and cancellation orexpiration of all Letters of Credit, such Credit Party shall perform, and shallcause each of its Subsidiaries to perform, all covenants in this Section 6.

**6.1.   Indebtedness.**  No Credit Party shall, nor shall it permitany of its Subsidiaries to, directly or indirectly, create, incur, assume orguaranty, or otherwise become or remain directly or indirectly liable withrespect to any Indebtedness, except:

(a)   the Obligations;

(b)   Indebtedness of (i) any Domestic Guarantoror U.S. Borrower owed to any other Domestic Guarantor or U.S. Borrower, (ii)the Euro Borrowers owed to any other Borrower or any Guarantor, (iii) anyForeign Guarantor owed to any other Borrower or any 

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Guarantor; provided, that in the caseof (i), (ii) and (iii) (1) all such Indebtedness shall be evidenced byIntercompany Notes, which shall be subject to a First Priority Lien pursuant tothe Pledge and Security Agreement or another Collateral Document, with respectto the Intercompany Note evidencing debt owed to a Domestic Subsidiary or U.S.Borrower, securing the Domestic Loans and the European Loans, and with respectto the Intercompany Note evidencing the debt owed to a Foreign Subsidiary or aEuro Borrower, securing the European Loans only (subject to Section 7.13) and(2) all such Indebtedness shall be unsecured and subordinated in right ofpayment to the payment in full of the Obligations pursuant to the terms of theIntercompany Note;

(c)   [reserved];

(d)   [reserved];

(e)   Indebtedness incurred by Holdings or any ofits Subsidiaries arising from agreements providing for indemnification,holdbacks, working capital or other purchase price adjustments, earn-outs,non-compete agreements, deferred compensation or similar obligations, or fromguaranties or letters of credit, surety bonds or performance bonds securing theperformance of Borrowers or any such Subsidiary pursuant to such agreements, inconnection with the Acquisition, Permitted Acquisitions or permitteddispositions of any business, assets or Subsidiary of Holdings or any of itsSubsidiaries;

(f)   Indebtedness which may be deemed to existpursuant to any guaranties, performance, surety, statutory, appeal bonds orsimilar obligations incurred in the ordinary course of business;

(g)   Indebtedness in respect of netting services,overdraft protections and otherwise in connection with deposit accounts;

(h)   guaranties in the ordinary course ofbusiness of the obligations to suppliers, customers, franchisees and licenseesof Holdings and its Subsidiaries;

(i)   guaranties (i) by U.S. Borrower or aDomestic Guarantor of Indebtedness of U.S. Borrower, a Domestic Guarantor, EuroBorrower or Foreign Guarantor, and (ii) by either Euro Borrower or ForeignGuarantor of Indebtedness of the other Euro Borrower or a Foreign Guarantor,with respect, in each case, to Indebtedness otherwise permitted to be incurredpursuant to this Section 6.1; provided, that in the case of (i) and (ii)that if the Indebtedness that is being guarantied is unsecured and/orsubordinated to the Obligations, the guaranty shall also be unsecured and/orsubordinated to the Obligations;

(j)   Indebtedness described in Schedule 6.1, butnot any extensions, renewals or replacements of such Indebtedness except (i)renewals and extensions expressly provided for in the agreements evidencing anysuch Indebtedness as the same are in effect on the date of this Agreement and(ii) refinancings and extensions of any such Indebtedness if the terms andconditions thereof are not less favorable to the obligor thereon or to theLenders than the Indebtedness being renewed, refinanced or extended, and theaverage life to maturity thereof is greater than or equal to that of theIndebtedness being renewed, refinanced or extended; provided, suchIndebtedness permitted under the immediately preceding clause (i) or (ii) 

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above shall not (A) include Indebtednessof an obligor that was not an obligor with respect to the Indebtedness beingextended, renewed or refinanced, (B) exceed in a principal amount theIndebtedness being renewed, extended or refinanced or (C) be incurred, createdor assumed if any Default or Event of Default has occurred and is continuing orwould result therefrom;

(k)   Indebtedness with respect to Capital Leasesin an aggregate amount not to exceed at any time $20,000,000;

(l)   purchase money Indebtedness in an aggregateamount not to exceed at any time $20,000,000; provided, any suchIndebtedness (i) shall be secured only by the asset acquired in connection withthe incurrence of such Indebtedness, and (ii) shall constitute not less than90% of the aggregate consideration paid with respect to such asset;

(m)   (i) Indebtedness of a Person or Indebtednessattaching to assets of a Person that, in either case, becomes a Subsidiary of aBorrower or Indebtedness attaching to assets that are acquired by Holdings orany of its Subsidiaries, in each case after the Closing Date as the result of aPermitted Acquisition, in an aggregate amount not to exceed $50,000,000 at anyone time outstanding, provided that (x) such Indebtedness existed at the timesuch Person became a Subsidiary or at the time such assets were acquired and,in each case, was not created in anticipation thereof and (y) such Indebtednessis not guaranteed in any respect by Holdings or any Subsidiary (other than byany such Person that so becomes a Subsidiary of such Borrower), and (ii) anyrefinancing, refunding, renewal or extension of any Indebtedness specified insubclause (i) above, provided, that (1) the principal amount of any suchIndebtedness is not increased above the principal amount thereof outstandingimmediately prior to such refinancing, refunding, renewal or extension, (2) thedirect and contingent obligors with respect to such Indebtedness are notchanged and (3) such Indebtedness shall notbe secured by any assets other than the assets securing the Indebtedness beingrenewed, extended or refinanced;

(n)   other Indebtedness of Holdings and itsSubsidiaries in an aggregate amount not to exceed at any time $25,000,000;provided that such amount shall only be secured to the extent permitted underSection 6.2(x);

(o)   Indebtedness owed to any Person providingproperty, casualty, business interruption or liability insurance to Borrowersor any Subsidiary of Borrowers, so long as such Indebtedness shall not be inexcess of the amount of the unpaid cost of, and shall be incurred only to deferthe cost of, such insurance for the annual period in which such Indebtedness isincurred and such Indebtedness shall be outstanding only during such year;

(p)   unsecured Indebtedness of Holdings owing toany then existing or former director, officer or employee of Holdings, Holdingsor its Subsidiaries or their respective assigns, estates, heirs or theircurrent or former spouses for the repurchase, redemption or other acquisitionor retirement for value of any equity interest or equity equivalent of Holdingsor Solera Holdings, Inc. held by them to the extent such transaction waspermitted under Section 6.5(h);

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(q)   [reserved];

(r)   accretion or amortization of original issuediscount and accretion of interest paid in kind, in each case in respect ofIndebtedness otherwise permitted by this Section 6.1;

(s)   unsecured Indebtedness incurred to fund anyPermitted Acquisition or permitted Joint Venture; provided that (A) suchIndebtedness shall have no amortization prior to the Term Loan Maturity Date,(B) the final maturity of such Indebtedness shall be at least 6 monthsfollowing the Term Loan Maturity Date and (C) if immediately after givingeffect to the incurrence of such Indebtedness and such Permitted Acquisition orJoint Venture, the Leverage Ratio would exceed 4.50:1.00, the Leverage Ratioimmediately prior to the time of such purchase or acquisition shall not be lessthan the pro forma Leverage Ratio immediately after giving effect to such purchaseor acquisition, it being understood that in each case the pro forma LeverageRatio shall be determined on the basis of the financial statements mostrecently delivered to the Administrative Agent and the Lenders as though suchincurrence of Indebtedness and such purchase or other acquisition had beenconsummated as of the first day of the fiscal period covered thereby;

(t)   deemed Indebtednesspursuant to FASB 133 or 150;

(u)   obligations under any Interest RateAgreement and any Currency Agreement; and

(v)   other Indebtedness of Holdings and itsSubsidiaries, which is unsecured and subordinated to the Obligations in amanner reasonably satisfactory to Administrative Agent, consistent withsubordination terms under which unsecured indebtedness is subordinated in priortransactions of this kind by comparable portfolio companies of the Sponsor; providedthat the pro forma Leverage Ratio after giving effect to the incurrence of suchIndebtedness is less than 4.50:1.00.

**6.2.   Liens.**  No CreditParty shall, nor shall it permit any of its Subsidiaries to, directly orindirectly, create, incur, assume or permit to exist any Lien on or withrespect to any property (including real property) or asset of any kind(including any document or instrument in respect of goods or accountsreceivable) of Holdings or any of its Subsidiaries, whether now owned orhereafter acquired or licensed, or any income, profits or royalties therefrom,or file or permit the filing of, or permit to remain in effect, any financingstatement or other similar notice of any Lien with respect to any suchproperty, asset, income, profits or royalties under the UCC of any State orunder any similar recording or notice statute or under the intellectualproperty laws, rules or procedures, except:

(a)   Liens in favor of Collateral Agent, for thebenefit of Secured Parties granted pursuant to any Credit Document;

(b)   Liens for Taxes which are not yet due andpayable or which are being contested in good faith by appropriate actions orproceedings promptly instituted and diligently conducted or which are nototherwise required to be paid pursuant to Section 5.3;

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(c)   statutory Liens of landlords, banks (andrights of set-off), of carriers, warehousemen, mechanics, repairmen,workmen and materialmen, and other Liens imposed by law (other than any suchLien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal RevenueCode or by ERISA), in each case incurred in the ordinary course of business (i)for amounts not yet overdue or (ii) for amounts that are overdue and that (inthe case of any such amounts overdue for a period in excess of five days) arebeing contested in good faith by appropriate proceedings, so long as suchreserves or other appropriate provisions, if any, as shall be required by GAAPshall have been made for any such contested amounts;

(d)   Liens incurred in the ordinary course ofbusiness in connection with workers’ compensation, unemployment insurance andother types of social security, or to secure the performance of tenders,statutory obligations, surety and appeal bonds, bids, leases, governmentcontracts, trade contracts, performance and return-of-money bondsand other similar obligations (exclusive of obligations for the payment ofborrowed money or other Indebtedness), so long as no foreclosure, sale orsimilar proceedings have been commenced with respect to any portion of theCollateral on account thereof;

(e)   zoning restrictions, building code,easements, rights-of-way, reservations restrictions, encroachments,and other defects or irregularities in title or matters that would be disclosedby a survey of any real property, in each case which do not and will notinterfere in any material respect with the ordinary conduct of the business ofHoldings or any of its Subsidiaries;

(f)   any interest or title of a licensor, lessee,lessor or sublessor under any operating lease or sublease of real estate notprohibited hereunder and any Lien encumbering such interest or title of alessor or sublessor;

(g)   Liens solely on any cash earnest moneydeposits made by Holdings or any of its Subsidiaries in connection with anyletter of intent or purchase agreement permitted hereunder;

(h)   purported Liens evidenced by the filing ofprecautionary UCC financing statements relating solely to operating leases ofpersonal property or consignments or similar arrangements entered into in theordinary course of business;

(i)   Liens in favor of customs and revenueauthorities arising as a matter of law to secure payment of customs duties inconnection with the importation of goods;

(j)   any zoning or similar law or right reservedto or vested in any governmental office or agency to control or regulate theuse of any real property;

(k)   licenses of patents, copyrights, trademarksand other intellectual property rights granted by Holdings or any of itsSubsidiaries in the ordinary course of or not materially detracting from thevalue of business and not interfering in any material respect with the ordinaryconduct of the business of Holdings or such Subsidiary;

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(l)   Liens described in Schedule 6.2 and anymodifications, replacements, renewals or extensions thereof; provided,that (A) the Lien does not extend to any additional property other than (x)after-acquired property that is affixed or incorporated into the propertycovered by such Lien or financed by Indebtedness permitted under Section 6.1(j)and (y) proceeds and products thereof, and (B) the renewal, extension ormodification of the obligations secured or benefited by such Liens is permittedby Section 6.1(j);

(m)   Liens securing Indebtedness permittedpursuant to Section 6.1(j), (k) and (l); provided, any such Lien shallencumber only the asset acquired with the proceeds of such Indebtedness;

(n)   [reserved];

(o)   [reserved];

(p)   pledges or deposits of cash and CashEquivalents securing deductibles, self-insurance, co-payment, co-insurance,retentions or similar obligations to providers of property, casualty orliability insurance in the ordinary course of business;

(q)   Liens on insurance policies and the proceedsthereof securing the financing of the premiums with respect thereto permittedunder Section 6.1;

(r)   licenses, leases or subleases granted tothird Persons or to Holdings or its Subsidiaries by Holdings and its Subsidiariesin the ordinary course of business not interfering in any material respect withthe business of any Credit Party;

(s)   Liens arising from judgments, decrees orattachments (or securing of appeal bonds with respect thereto) in circumstancesnot constituting an Event of Default;

(t)   any Lien existing on any asset of any Personat the time such Person becomes a Subsidiary of any Borrower and not created incontemplation of such event;

(u)   any Lien on any asset (other than on theEquity Interests of one or more Subsidiaries) of any Person existing at thetime such Person is merged or consolidated with or into the Borrower or aSubsidiary of the Borrower in a transaction otherwise permitted hereunder andnot created in contemplation of such event;

(v)   any Lien existing on any asset (other thanon the Equity Interests of one or more Subsidiaries) prior to the acquisitionthereof by the Borrower or a Subsidiary of the Borrower in a transactionotherwise permitted hereunder and not created in contemplation of suchacquisition;

(w)   [reserved];and

(x)   other Liens securingIndebtedness permitted under Section 6.1 if the aggregate amount of theobligations or liabilities secured thereby does not exceed $15,000,000 at anytime.

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**6.3.   Equitable Lien.**  If any CreditParty shall create or assume any Lien upon any of its properties or assets,whether now owned or hereafter acquired, other than Permitted Liens, it shallmake or cause to be made effective provisions whereby the Obligations will besecured by such Lien equally and ratably with any and all other Indebtednesssecured thereby as long as any such Indebtedness shall be so secured; provided,notwithstanding the foregoing, this covenant shall not be construed as aconsent by Requisite Lenders to the creation or assumption of any such Lien nototherwise permitted hereby.

**6.4.   No Further Negative Pledges.**  Except with respect to (a) specific propertyencumbered to secure payment of particular Indebtedness or to be sold pursuantto an executed agreement with respect to a permitted Asset Sale and (b)restrictions by reason of customary provisions restricting assignments,subletting or other transfers contained in leases, licenses and similaragreements entered into in the ordinary course of business (provided that suchrestrictions are limited to the property or assets secured by such Liens or theproperty or assets subject to such leases, licenses or similar agreements, asthe case may be), no Credit Party nor any of its Subsidiaries shall enter intoany agreement prohibiting the creation or assumption of any Lien upon any ofits properties or assets, whether now owned or hereafter acquired, to securethe Obligations.

**6.5.   Restricted Junior Payments.**  No Credit Party shall, nor shall it permitany of its Subsidiaries or Affiliates through any manner or means or throughany other Person to, directly or indirectly, declare, order, pay, make or setapart, or agree to declare, order, pay, make or set apart, any sum for anyRestricted Junior Payment except that:

(a)   [reserved];

(b)   Borrowers may make Restricted JuniorPayments to Holdings to the extent necessary to permit (i) Holdings or SoleraHoldings, Inc. to pay general administrative costs and expenses (includingofficers’ and directors’ and special committee fees) and Tax Distributions (asdefined below); (ii) Holdings to discharge the consolidated tax liabilities ofHoldings or Solera Holdings, Inc. and its Subsidiaries, in each case so long asHoldings or Solera Holdings, Inc. applies the amount of any such RestrictedJunior Payment for such purpose; and (iii) Holdings to pay to a non-GuarantorAffiliate the amount of any reasonable costs, expenses or taxes incurred bysuch Affiliate in connection with such Affiliate’s compliance with Section2.14(g);

(c)   for so long as Holdings is a pass-through ordisregarded entity for United States Federal income tax purposes, Holdings maymake cash distributions to its members to provide them with funds to pay thetax liability attributable to their share of the taxable income (including UBTIor 956 deemed dividend income) of Holdings (or, if such members are themselvespass-through or disregarded entities, to provide such members with funds tomake distributions to their members so that their direct or indirect membershave funds to pay the tax liability attributable to their share of the taxableincome of Holdings) (**“Tax Distributions”**),equal to the product of (i) the amount of taxable income (including UBTI or 956deemed dividend income) of Holdings allocated to the members for such taxableyear, less the amount of taxable loss allocated to the members for all priortaxable years (except to the extent such taxable losses have previously beentaken into account under this provision), 

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times (ii) the highest aggregate marginalstatutory Federal, state and local income tax rate (determined taking intoaccount the deductibility of state and local income taxes for Federal incometax purposes) to which each direct member (or each nearest indirect member thatis not a pass-through or disregarded entity if a direct member is apass-through or disregarded entity) of Holdings is subject for such year.  Holdings shall be permitted to make suchpayments on a quarterly basis during such taxable year based on its best estimateof the amounts specified in clauses (i) and (ii) in the preceding sentence; providedthat if the aggregate amount of the estimated Tax Distributions made in anytaxable year of Holdings exceeds the actual maximum amount of Tax Distributionsfor that year as finally determined, the amount of any Tax Distributions in thesucceeding taxable year (or, if necessary, any subsequent taxable years) shallbe reduced by the amount of such excess. Borrowers may make distributions to Holdings sufficient to allow it tomake Tax Distributions to its members;

(d)   [reserved];

(e)   Borrowers may pay, or make Restricted JuniorPayments to Holdings to allow it to reimburse Sponsor and its Affiliates forany reasonable and customary out-of-pocket costs and expenses incurred bySponsor and its Affiliates;

(f)   any Subsidiary of the U.S. Borrower may makeRestricted Junior Payments to the U.S. Borrower or any holder of the CapitalStock of such Subsidiary (pro rata based on the ownership interest of suchholders);

(g)   anySubsidiary of the Euro Borrower may make Restricted Junior Payments to the EuroBorrower or to any or any holder of the Capital Stock of such Subsidiary (prorata based on the ownership interest of such holders)**;**

(h)   Borrowers may pay Restricted Junior Paymentsto Holdings and Solera Holdings, Inc. to enable Holdings to pay cashdividends to Solera Holdings, Inc. and redeem or repurchase CapitalStock from officers, employees and directors of any Credit Party or SoleraHoldings, Inc. (or their estates, spouses, descendants or former spouses) uponthe death, disability, retirement or termination of such Person’s employment ordirectorship; provided, that the aggregate amount of all cash paid inrespect of all such Capital Stock so redeemed, or repurchased in any FiscalYear shall not exceed the sum of (i) $10,000,000 plus (ii) all amounts obtainedby Holdings or the Borrowers during such Fiscal Year from the sale of suchCapital Stock to other present or former officers, employees and directors inconnection with any permitted compensation and incentive arrangements plus(iii) all amounts obtained from any key-man life insurance policies receivedduring such Fiscal Year plus (iv) any unused amounts under subclause (i) ofthis clause (h)from any immediately preceding FiscalYear;

(i)   so long as no Default or Event of Defaultshall have occurred and be continuing or shall be caused thereby, (a) Borrowersmay make Restricted Junior Payments to Holdings or Solera Holdings, Inc. toallow it to pay cash dividends to its stockholders or purchase, redeem, retireor otherwise acquire shares of its own outstanding Capital Stock for cash if,after giving effect thereto, the pro forma Leverage Ratio would be equal to orless 

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than 3.00:1.00, as determined on the basis ofthe financial statements most recently delivered to the Administrative Agent asthough such dividends, purchases, redemptions, retirements and acquisitions(and any related financings) has been paid or made as of the first day of thefiscal period covered thereby or (b) Borrowers may**make RestrictedJunior Payments to Holdings**orSolera Holdings, Inc. to allow it to pay cash dividends to its stockholders orpurchase, redeem, retire or otherwise acquire shares of its own outstandingCapital Stock for cash in an amount equal to 25% of cumulative ConsolidatedExcess Cash Flow from the Effective Date less any amounts previouslypaid pursuant to this Section 6.5(i)(b), if the pro forma Leverage Ratio isgreater that 3:00:1.00, as determined on the basis of the financial statementsmost recently delivered to the Administrative Agent as though such dividends,purchases, redemptions,****retirementsand acquisitions (and any related financings) has been paid or made as of thefirst day of the fiscal period covered thereby;

(j)   subject to any applicable subordinationterms, any Credit Party may pay or make Restricted Junior Payments in respectof interest on Indebtedness permitted under Section 6.1(s) and Section 6.1(v);

(k)   if at any time (whether or not at the end ofa Fiscal Quarter) the Leverage Ratio for Holdings and its Subsidiaries is equalto or less than 4.50 to 1.00 (calculated, if applicable, after giving pro formaeffect to (i) a Qualifying IPO or any other equity offering occurring on orprior to the date of determination and any application of the proceeds thereofand (ii) the Restricted Junior Payments to be made pursuant to this Section6.5(k) at the date of determination), then Holdings and its Subsidiaries maymake Restricted Junior Payments on account of any Indebtedness incurred underSection 6.1(s) and Section 6.1(v); and

(l)   Restricted Payments to the extent consistingof a refinancing, renewal or replacement of indebtedness pursuant to Section6.1(s) or Section 6.1(v).

**6.6.   Restrictions on Subsidiary Distributions.**  Except as provided herein, no Credit Partyshall, nor shall it permit any of its Subsidiaries to, create or otherwisecause or suffer to exist or become effective any consensual encumbrance orrestriction of any kind on the ability of any Subsidiary of Holdings to (a) paydividends or make any other distributions on any of such Subsidiary’s CapitalStock owned by a Borrower or any other Subsidiary of a Borrower, (b) repay orprepay any Indebtedness owed by such Subsidiary to a Borrower or any otherSubsidiary of a Borrower, (c) make loans or advances to a Borrower or any otherSubsidiary of a Borrower, or (d) transfer, lease or license any of its propertyor assets to a Borrower or any other Subsidiary of a Borrower other than restrictions(i) in agreements evidencing Indebtedness permitted by Section 6.1(l) thatimpose restrictions on the property so acquired, (ii) by reason of customaryprovisions restricting assignments, subletting or other transfers contained inleases, licenses, joint venture agreements or documents governing non-whollyowned Subsidiaries and similar agreements entered into in the ordinary courseof business, (iii) set forth in documents governing Joint Ventures ornon-wholly Owned Subsidiaries as of the Closing Date or established after theClosing Date to the extent they are no more burdensome than the restrictionsset forth in such documents in existence as of the Closing Date, (iv) that areor were created by virtue of any transfer of, agreement to transfer or optionor right with respect to any property, assets or Capital Stock not otherwiseprohibited under this Agreement or (v) described on Schedule 6.6.

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**6.7.   Investments.**  No CreditParty shall, nor shall it permit any of its Subsidiaries to, directly orindirectly, make or own any Investment in any Person, including withoutlimitation any Joint Venture, except:

(a)   Investments in Cash and Cash Equivalents;

(b)   (i) equity Investments owned as of theClosing Date in any Subsidiary, (ii) equity Investments made after the ClosingDate by U.S. Borrower or any Domestic Guarantor in any wholly-owned Guarantorand (iii) equity Investments made after the Closing Date by Euro Borrowers orForeign Guarantors in any Foreign Guarantor;

(c)   Investments (i) in any Securities receivedin satisfaction or partial satisfaction thereof from financially troubledaccount debtors and (ii) deposits, prepayments and other credits to suppliersmade in the ordinary course of business;

(d)   intercompany loans to the extent permittedunder Section 6.1(b);

(e)   Consolidated Capital Expenditures withrespect to Borrowers and the Guarantors permitted by Section 6.8(d);

(f)   loans and advances to employees of Holdingsand its Subsidiaries made in the ordinary course of business in an aggregateprincipal amount not to exceed $2,000,000;

(g)   Permitted Acquisitions permitted pursuant toSection 6.9;

(h)   Investments made after the Closing Date inJoint Ventures in a business or line of business permitted with respect to theCredit Parties and the Subsidiaries under Section 6.13, provided,  (i) immediately prior to the making of anysuch Investment, and after giving effect thereto, no Default or Event ofDefault shall have occurred and be continuing, (ii) all transactions inconnection therewith shall be consummated, in all material respects, inaccordance with all applicable laws and in conformity with all applicableGovernmental Authorizations and (iii) the applicable Credit Party shall usecommercially reasonable efforts to ensure that such Investments can be legallymaintained, and are maintained, as Collateral (but only to the extent ofBorrowers’ and each other Credit Party’s interest in such Joint Venture)subject to first priority security interests on such terms and conditions asare reasonably satisfactory to Administrative Agent; provided, that theaggregate amount of all Investments in Joint Ventures established after theClosing Date pursuant to this clause (h) does not exceed the sum of (x)$20,000,000 per Fiscal Year plus (y) an amount equal to the excess, ifany, of such permitted amount for the previous Fiscal Year (after giving effectto any adjustments pursuant to this proviso in such prior Fiscal Year) over theactual amount of Investments made pursuant to this Section 6.7(h) in suchprevious Fiscal Year; and providedfurther, that theincorporation, formation or other organization of such Joint Venture, whenconsidered in connection with each Guarantor’s obligations under the CreditDocuments, does not result in such Guarantor’s contravention of any applicablefinancial assistance rules;

(i)   Investments described in Schedule 6.7;

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(j)   Investments constituting Hedge Agreements orInterest Rate Agreements to the extent permitted hereunder;

(k)   other Investments in (x) Persons which arenot Subsidiaries of Holdings or (y) non-Guarantor Subsidiaries of Holdings; provided,that the aggregate amount of all Investments made pursuant to this clause (k)shall not exceed at any time $20,000,000;

(l)   Investments in Sidexa S.A. and AudatexEspana S.A. to the extent required pursuant to the exercise of option rightsset forth in the Organizational Documents of such Persons; provided,that the aggregate amount of all Investments made pursuant to this clause (l)shall not exceed at any time $20,000,000;

(m)   Investments arising out of the receipt bythe Borrower or any of its Subsidiaries of non-cash consideration for the saleof assets permitted under Section 6.9;

(n)   non-Cash or Cash Equivalent loans made bythe Borrowers to officers and employees of the Borrowers or its Subsidiariesthe proceeds of which are used to purchase Holdings or Solera Holdings, Inc.Capital Stock;

(o)   to the extent permitted under Section 6.2,Borrowers or any Subsidiary may make (i) deposits in the ordinary course ofbusiness consistent with past practices to secure the performance of operatingleases and payment of utility contractsand (ii) good faith deposits required in connection withPermitted Acquisition and Joint Ventures permitted under this Section 6.7;

(p)   Investments in an aggregate amount not toexceed $10,000,000.

Notwithstandingthe foregoing, in no event shall any Credit Party make any Investment whichresults in or facilitates in any manner any Restricted Junior Payment not otherwisepermitted under the terms of Section 6.5.

**6.8.  Financial Covenants.**

(a)   [reserved]

(b)   Leverage Ratio.  So long as at least $10,000,000 of RevolvingLoans (excluding any outstanding and undrawn Letters of Credit) are outstandingfor at least 10 days during the immediately preceding Fiscal Quarter, Holdingsshall not permit the Leverage Ratio as of the last day of such Fiscal Quarter,beginning with the Fiscal Quarter ending June 30, 2007, to exceed thecorrelative ratio indicated:
| Fiscal Quarter                      | ** ** | **Leverage Ratio** | ** ** |
|------------------------------------------|------------|-------------------------|------------|
| March 31, 2007 through December 31, 2007 |       | 5.25:1.00               |       |
| March 31, 2008                           |       | 5.10:1.00               |       |
| June 30, 2008                            |       | 4.85:1.00               |       |

 

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| Fiscal Quarter           | ** ** | **Leverage Ratio** | ** ** |
|-------------------------------|------------|-------------------------|------------|
| September 30, 2008            |       | 4.55:1.00               |       |
| December 31, 2008             |       | 4.25:1.00               |       |
| March 31, 2009                |       | 4.00:1.00               |       |
| June 30, 2009                 |       | 3.80:1.00               |       |
| September 30, 2009            |       | 3.60:1.00               |       |
| December 31, 2009             |       | 3.40:1.00               |       |
| March 31, 2010                |       | 3.20:1.00               |       |
| June 30, 2010  and thereafter |       | 3.00:1.00               |       |

 

(c)   [reserved]

(d)   Maximum Consolidated Capital Expenditures.  Holdings shall not, and shall not permit itsSubsidiaries to, make or incur Consolidated Capital Expenditures, in any FiscalYear, in an aggregate amount for Holdings and its Subsidiaries in excess of$30,000,000; provided, such amount for any Fiscal Year shall beincreased by an amount equal to the excess, if any, of such amount for theprevious Fiscal Year over the actual amount of Consolidated CapitalExpenditures for such previous Fiscal Year.

Notwithstanding the foregoing, Borrowers and theirSubsidiaries may make Consolidated Capital Expenditures (which ConsolidatedCapital Expenditures will not be included in the amount set forth in the tableabove) with (A) the Net Asset Sale Proceeds that are not required to be appliedto prepay Loans and to the extent not used for any other purpose, (B) Net Insurance/Condemnation Proceeds that are not required to be applied toprepay Loans and to the extent not used for any other purpose, (C) proceeds ofequity not required to be used to prepay the Loans and to the extent not usedfor any other purpose and (D) that portion of Consolidated Excess Cash Flow for the fiscal years endedafter the Closing Date, if any, not required to be used to prepay or cashcollateralize outstanding obligations hereunder or utilized to make Investmentsor to make Restricted Payments Junior Payments and to the extent not used forany other purpose.

The aggregateexpenditures made by the Borrower and its Subsidiaries with respect toPermitted Acquisitions during any fiscal year or period which expendituresconstitute Consolidated Capital Expenditures as defined herein shall for allpurposes of this Agreement be excluded in any determination of ConsolidatedCapital Expenditures under this Section 6.8(d).

(e)   Right to Cure.  Notwithstanding anything to the contrarycontained in this Section 6.8 (a), (b) and (c), in the event that any CreditParty would otherwise be in default of any financial covenant set forth in thisSection 6.8 for any period, on or before the 10th day subsequent to the duedate for delivery of the financial statements for such period pursuant toSection 5.1(b) or, with respect to the fourth Fiscal Quarter of a Fiscal Year,5.1(c), Holdings shall have the right to issue Capital Stock which carries no cashdividend and is not mandatorily redeemable by Holdings or redeemable at theoption 

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of the holder of such Capital Stock, in eachcase, on a date specific that is prior to the day that is 91 days following theTerm Loan Maturity Date for cash or otherwise receive cash contributions fromits equity holders, in either case in an aggregate amount equal to the amountnecessary to cure the relevant failure to comply with all the applicablefinancial covenants (collectively, the **“Cure Right”**), and upon thereceipt by Holdings of such cash (which, in each case, shall be contributed tothe capital of Borrowers (the **“Cure Amount”**), suchfinancial covenants shall be recalculated giving effect to the following proforma statements:

(i)  Consolidated Adjusted EBITDA shall be increased for the next four fiscalquarters, in accordance with the definition thereof, solely for the purpose ofmeasuring the financial covenants and not for any other purpose under thisAgreement, by an amount equal to the Cure Amount;

(ii)  if, after giving effect to the foregoing recalculations, the CreditParties shall then be in compliance with the requirements of all financialcovenants set forth in this Section 6.8(a), (b) and (c), the Credit Partiesshall be deemed to have satisfied the requirements thereof as of the relevantdate of determination with the same effect as though there had been no failureto comply therewith at such date, and the applicable breach or default thereofwhich had occurred shall be deemed cured for all purposes of the Agreement; and

(iii)  to the extent that the Cure Amount proceeds are used to repayIndebtedness, such Indebtedness shall not be deemed to have been repaid forpurposes of calculating the total Leverage Ratio for the period with respect towhich such Compliance Certificate applies or any other Compliance Certificateincluding such period.

provided,(i) that in each four fiscal quarter period, there shall be a period of atleast two consecutive fiscal quarters in respect of which no Cure Right is exercisedand; (ii) that such contribution was not for any other purpose (other thanprepayment of Indebtedness or funding of expenditures in the ordinary course ofbusiness).

**6.9.   Fundamental Changes; Disposition of Assets;Acquisitions.**  No Credit Party shall, nor shall it permitany of its Subsidiaries to, enter into any transaction of merger orconsolidation, or liquidate, wind-up or dissolve itself (or suffer anyliquidation or dissolution), or convey, sell, lease or license, exchange,transfer or otherwise dispose of, in one transaction or a series oftransactions, all or any part of its business, assets or property of any kindwhatsoever, whether real, personal or mixed and whether tangible or intangible,whether now owned or hereafter acquired, leased or licensed, or acquire bypurchase or otherwise (other than purchases or other acquisitions of inventory,materials and equipment and Capital Expenditures in the ordinary course ofbusiness) the business, property or fixed assets of, or stock or other evidenceof beneficial ownership of, any Person or any division or line of business orother business unit of any Person, except:

(a)  (i) any Domestic Subsidiary of U.S. Borrower or a Domestic Guarantor maybe merged with or into U.S. Borrower or any Domestic Guarantor, as the case maybe, or be liquidated, wound up or dissolved, or all or any part of itsbusiness, property or assets

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may be conveyed, sold, leased, transferred orotherwise disposed of, in one transaction or a series of transactions, to U.S.Borrower or any Domestic Guarantor; provided, in the case of such amerger, U.S. Borrower, or such Domestic Guarantor, as applicable, shall be thecontinuing or surviving Person and (ii) any Foreign Subsidiary may be mergedwith or into either Euro Borrower or with or into any Foreign Guarantor and,any Euro Borrower into any other Euro Borrower, or all or any part of itsbusiness, property or assets may be conveyed, sold, leased, transferred orotherwise disposed of, in one transaction or a series of transactions, to aEuro Borrower or to any Foreign Guarantor; provided, (1) a Euro Borroweror the Foreign Guarantor, as the case may be, shall be the continuing,surviving or succeeding Person, or the transferee of the relevant business,property or assets, as the case may be, and (2) immediately after suchtransaction, the continuing, surviving or succeeding Person(s) or thetransferee(s) shall (A) collectively, have a net worth (calculated on a proforma basis) at least equal to the aggregate net worth of the ForeignSubsidiary and Euro Borrower or Foreign Guarantor, as applicable, immediatelyprior thereto and (B) either (i) have freely distributable reserves at leastequal to the aggregate of the freely distributable reserves of such ForeignSubsidiary and Euro Borrower or Foreign Guarantor, as applicable, immediatelyprior thereto, or (ii) be liable without limitation (including as to enforceability,subject to the Reservations) in respect of its Obligations, as applicable, as aBorrower and/or Guarantor hereunder;

(b)   sales or other dispositions of assets thatdo not constitute Asset Sales;

(c)   Asset Sales, the proceeds of which (valuedat the principal amount thereof in the case of non-Cash proceedsconsisting of notes or other debt Securities and valued at fair market value inthe case of other non-Cash proceeds) are less than $15,000,000 whenaggregated with the proceeds of all other Asset Sales made within the sameFiscal Year; provided (1) the consideration received for such assetsshall be in an amount at least equal to the fair market value thereof(determined in good faith by the board of directors of Holdings (or similar governingbody)), (2) no less than 85% thereof shall be paid in Cash, and (3) the NetAsset Sale Proceeds thereof shall be applied as required by Section 2.14(a);

(d)   disposals of obsolete, worn out or surplusproperty;

(e)   sales or liquidations of Cash Equivalents inthe ordinary course of business;

(f)   Permitted Acquisitions;

(g)   disposals of machinery or equipment whichwill be replaced or upgraded with machinery or equipment used or useful in theordinary course of business;

(h)   the lease, as lessor or sublessor, orlicense, as licensor or sublicensor, of real or personal property orIntellectual Property in the ordinary course of business; provided withrespect to any such leases or licenses made on an exclusive basis, to theextent the aggregate amount of the present value payment stream (based on areasonable good faith calculation of Holdings) received by Holdings or any ofits Subsidiaries with respect to each

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such exclusive lease or license is in excessof $7,500,000, such excess amount shall be applied to prepay the Loans pursuantto Section 2.14(a);

(i)   write-off, discount, sell or otherwisedispose of defaulted  or past duereceivables and similar obligations in the ordinary course of business;

(j)   issue Capital Stock to qualify directors ofthe board of directors (or similar governing body) of Holdings or any of itsSubsidiaries where required by applicable law or to satisfy other requirementsof applicable law with respect to the ownership of Capital Stock in ForeignSubsidiaries or nominal shares for tax considerations;

(k)   to the extent the proceeds are applied inaccordance with Section 2.14(a), (i) sales ofnon-core, duplicative or unnecessary assets acquired in Permitted Acquisitionsand (ii) sales of Excluded Subsidiaries;

(l)   the sale of the UK property being located atForum II, Station Road, Theale, UK; and

(m)   Investments made in accordance with Section6.7.

**6.10.   Disposal of Subsidiary Interests.**  Except for any sale of all of its interestsin the Capital Stock of any of its Subsidiaries in compliance with theprovisions of Section 6.9, no Credit Party shall, nor shall it permit any ofits Subsidiaries to, (a) directly or indirectly sell, assign, pledge orotherwise encumber or dispose of any Capital Stock of any of its Subsidiaries,except to qualify directors if required by applicable law; or (b) permit any ofits Subsidiaries directly or indirectly to issue, sell, assign, pledge orotherwise encumber (other than pursuant to, and as permitted by, the First LienCredit Documents) or dispose of any Capital Stock of any of its Subsidiaries,except to another Credit Party (subject to the restrictions on such dispositionotherwise imposed hereunder), or to qualify directors if required by applicablelaw.

**6.11.   Sales and Lease-Backs.**  No Credit Party shall, nor shall it permitany of its Subsidiaries to, directly or indirectly, become or remain liable aslessee or as a guarantor or other surety with respect to any lease of anyproperty (whether real, personal or mixed), whether now owned or hereafteracquired, which such Credit Party (a) has sold or transferred or is to sell orto transfer to any other Person (other than Holdings or any of itsSubsidiaries), or (b) intends to use for substantially the same purpose as anyother property which has been or is to be sold or transferred by such CreditParty to any Person (other than Holdings or any of its Subsidiaries) inconnection with such lease other than the sale and lease-back of the UKproperty being located at Forum II, Station Road, Theale, UK.

**6.12.   Transactions with Shareholders andAffiliates.**  No CreditParty shall, nor shall it permit any of its Subsidiaries to, directly orindirectly, enter into or permit to exist any transaction (including thepurchase, sale, lease or exchange of any property or the rendering of anyservice) with any Affiliate of Holdings on terms that are not arm’s length; provided,the foregoing restriction shall not apply to (a) any transaction between anyBorrower and any Guarantor to the extent otherwise permitted by the termshereof; (b) reasonable and customary fees paid to members of the board ofdirectors (or similar governing body) of Holdings and its Subsidiaries; (c)compensation arrangements, indemnities and reimbursements of expenses for 

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officers and otheremployees of Holdings and its Subsidiaries entered into in the ordinary courseof business; and (d) transactions described in Schedule 6.12; (e) any of theUnit Purchase Agreement, the Registration Rights Agreement and the Senior ManagementAgreements; and (f) payments of taxes due to pass through status of Holdingspermitted pursuant to Section 6.5(c).

**6.13.   Conduct of Business.**  From and after the Closing Date, no CreditParty shall, nor shall it permit any of its Subsidiaries to, engage in anybusiness other than (i) the businesses engaged in by such Credit Party on theClosing Date and similar, complimentary or related businesses and(ii) such other lines of business as may be consented to by RequisiteLenders.

**6.14.   Permitted Activities of Holdings.**  Holdings shall not (a) incur, directly orindirectly, any Indebtedness or any other obligation or liability whatsoeverother than the Indebtedness and obligations under this Agreement, the otherCredit Documents and the Related Agreements; (b) create or suffer to exist anyLien upon any property or assets now owned or hereafter acquired, leased orlicensed by it other than the Liens created under the Collateral Documents towhich it is a party or permitted pursuant to Section 6.2; (c) engage in anybusiness or activity or own any assets other than (i) holding, directly orindirectly, 100% of the Capital Stock of each Borrower and Audatex Holdings,Inc., (ii) performing its obligations and activities incidental thereto underthe Credit Documents, (including granting Liens and Restricted Junior Payments)and to the extent not inconsistent therewith, the Related Agreements; (iii)issuing its own equity interests subject to the terms hereof; (iv) filing tax reports and payingtaxes in the ordinary course; (v) preparing reports to Governmental Authoritiesand to its shareholders; (vi) holding directors and shareholders meetings,preparing corporate records and other corporate activities required to maintainits separate corporate structure or to comply with applicable Requirements ofLaw, (vii) effecting a Qualifying IPO and (viii) making Restricted JuniorPayments and Investments to the extent permitted by this Agreement; (d)consolidate with or merge with or into, or convey, transfer or lease or licenseall or substantially all its assets to, any Person; (e) sell or otherwisedispose of any Capital Stock of any of its Subsidiaries; (f) create or acquireany Subsidiary or make or own any Investment in any Person other thanBorrowers; or (g) fail to hold itself out to the public as a legal entityseparate and distinct from all other Persons.

**6.15.   Amendments or Waivers of****Organizational Documents.**  Except as set forth in Section 6.16, no Credit Party shallnor shall it permit any of its Subsidiaries to, agree to any materialamendment, restatement, supplement or other modification to, or waiver of, anyof its Organizational Documents after the Closing Date without obtaining theprior written consent of Requisite Lenders to such amendment, restatement,supplement or other modification or waiver; provided, however,such consent shall only be required if the amendment, restatement, supplementor other modification is adverse to the Lenders.

**6.16.   Fiscal Year.**  No CreditParty shall, nor shall it permit any of its Subsidiaries to change its FiscalYear-end from June 30 (excluding, until such time as their Fiscal Yearshall be changed to June 30, Solera and any Subsidiary acquired (to the extentpermitted hereunder) after the Closing Date whose Fiscal Year is not June 30 atthe time of such acquisition).

**6.17.   Limitation with respect to German CreditParties**.  In the eventof any breach of this Section 6, no Beneficiaries shall be entitled to exerciseor request remedies requiring 

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specific performance byany Credit Party incorporated under the laws of Germany of the covenants setout in this Section 6, including, but without limitation, by means ofinjunctive relief.

**SECTION7.   GUARANTY**

**7.1.   Guaranty of the Obligations.**  Subject to the provisions of Section 7.2 and7.13, Guarantors jointly and severally hereby irrevocably and unconditionallyguaranty to Administrative Agent for the ratable benefit of the Beneficiariesthe due and punctual payment in full of all Obligations when the same shallbecome due, whether at stated maturity, by required prepayment, declaration,acceleration, demand or otherwise (including amounts that would become due butfor the operation of the automatic stay under Section 362(a) of the BankruptcyCode, 11 U.S.C. § 362(a) or any equivalent provision in any applicablejurisdiction) (collectively, the **“GuaranteedObligations”**).

**7.2.   Contribution by Guarantors.**  Subject to Section 7.13, all Guarantorsdesire to allocate among themselves (collectively, the **“Contributing Guarantors”**), in a fair andequitable manner, their obligations arising under this Guaranty.  Accordingly, in the event any payment ordistribution is made on any date by a Guarantor (a **“Funding Guarantor”**) under this Guaranty such that itsAggregate Payments exceeds its Fair Share as of such date, such FundingGuarantor shall be entitled to a contribution from each of the otherContributing Guarantors in an amount sufficient to cause each ContributingGuarantor’s Aggregate Payments to equal its Fair Share as of such date.  **“Fair Share”**means, with respect to a Contributing Guarantor as of any date ofdetermination, an amount equal to (a) the ratio of (i) the Fair ShareContribution Amount with respect to such Contributing Guarantor to (ii) theaggregate of the Fair Share Contribution Amounts with respect to allContributing Guarantors multiplied by (b) the aggregate amount paid ordistributed on or before such date by all Funding Guarantors under thisGuaranty in respect of the obligations Guaranteed.  **“Fair ShareContribution Amount”** means, with respect to a Contributing Guarantoras of any date of determination, the maximum aggregate amount of theobligations of such Contributing Guarantor under this Guaranty that would notrender its obligations hereunder or thereunder subject to avoidance as afraudulent transfer or conveyance under Section 548 of Title 11 of the UnitedStates Code or any comparable applicable provisions of state law or would notbe violative of Section 7.13; provided, solely for purposes ofcalculating the **“Fair Share ContributionAmount”** with respect to any Contributing Guarantor for purposes ofthis Section 7.2, any assets or liabilities of such Contributing Guarantorarising by virtue of any rights to subrogation, reimbursement or indemnificationor any rights to or obligations of contribution hereunder shall not beconsidered as assets or liabilities of such Contributing Guarantor.  **“AggregatePayments”** means, with respect to a Contributing Guarantor as of anydate of determination, an amount equal to (1) the aggregate amount of allpayments and distributions made on or before such date by such ContributingGuarantor in respect of this Guaranty (including, without limitation, inrespect of this Section 7.2), minus (2) the aggregate amount of all paymentsreceived on or before such date by such Contributing Guarantor from the otherContributing Guarantors as contributions under this Section 7.2.  The amounts payable as contributionshereunder shall be determined as of the date on which the related payment ordistribution is made by the applicable Funding Guarantor.  The allocation among Contributing Guarantorsof their obligations as set forth in this Section 7.2 

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shall not be construed inany way to limit the liability of any Contributing Guarantor hereunder.  Each Guarantor is a third party beneficiaryto the contribution agreement set forth in this Section 7.2.

**7.3.   Payment by Guarantors.**  Subject to Section 7.2 and 7.13, Guarantorshereby jointly and severally agree, in furtherance of the foregoing and not inlimitation of any other right which any Beneficiary may have at law or inequity against any Guarantor by virtue hereof, that upon the failure ofBorrowers to pay any of the Guaranteed Obligations when and as the same shallbecome due, whether at stated maturity, by required prepayment, declaration,acceleration, demand or otherwise (including amounts that would become due butfor the operation of the automatic stay under Section 362(a) of the BankruptcyCode, 11 U.S.C. § 362(a) or any equivalent provision in any applicablejurisdiction), Guarantors will upon demand pay, or cause to be paid, in Cash,to Administrative Agent for the ratable benefit of Beneficiaries, an amountequal to the sum of the unpaid principal amount of all Guaranteed Obligationsthen due as aforesaid, accrued and unpaid interest on such GuaranteedObligations (including interest which, but for Borrowers’ becoming the subjectof a case under the Bankruptcy Code or other similar legislation in anyjurisdiction, would have accrued on such Guaranteed Obligations, whether or nota claim is allowed against Borrowers for such interest in the relatedbankruptcy case) and all other Guaranteed Obligations then owed toBeneficiaries as aforesaid.

**7.4.   Liability of Guarantors Absolute.**  Each Guarantor agrees that its obligationshereunder are irrevocable, absolute, independent and unconditional and shallnot be affected by any circumstance which constitutes a legal or equitabledischarge of a guarantor or surety other than payment in full of the GuaranteedObligations (other than contingent indemnity obligations not then due andpayable) or valid release of a Guarantor in accordance with the CreditDocuments.  In furtherance of the foregoingand without limiting the generality thereof, each Guarantor agrees as follows:

(a)   this Guaranty is a guaranty of payment whendue and not of collectability.  ThisGuaranty is a primary obligation of each Guarantor and not merely a contract ofsurety;

(b)   Administrative Agent may enforce thisGuaranty upon the occurrence but only during the continuance of an Event ofDefault notwithstanding the existence of any dispute between Borrowers and anyBeneficiary with respect to the existence of such Event of Default;

(c)   the obligations of each Guarantor hereunderare independent of the obligations of Borrowers and the obligations of anyother guarantor (including any other Guarantor) of the obligations ofBorrowers, and a separate action or actions may be brought and prosecutedagainst such Guarantor, subject to Section 7.13, whether or not any action isbrought against Borrowers or any of such other guarantors and whether or notBorrowers are joined in any such action or actions;

(d)   payment by any Guarantor of a portion, butnot all, of the Guaranteed Obligations shall in no way limit, affect, modify orabridge any Guarantor’s liability for any portion of the Guaranteed Obligationswhich has not been paid, subject to Section 7.13.  

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Without limiting the generality of theforegoing, if Administrative Agent is awarded a judgment in any suit brought toenforce any Guarantor’s covenant to pay a portion of the GuaranteedObligations, such judgment shall not be deemed to release such Guarantor fromits covenant to pay the portion of the Guaranteed Obligations that is not thesubject of such suit, and such judgment shall not, except to the extentsatisfied by such Guarantor, limit, affect, modify or abridge any otherGuarantor’s liability hereunder in respect of the Guaranteed Obligations, in eachcase, subject to Section 7.13;

(e)   any Beneficiary, upon such terms as it deemsappropriate, without notice or demand and without affecting the validity orenforceability hereof or giving rise to any reduction, limitation, impairment,discharge or termination of any Guarantor’s liability hereunder, from time totime may (i) renew, extend, accelerate, increase the rate of interest on, orotherwise change the time, place, manner or terms of payment of the GuaranteedObligations; (ii) settle, compromise, release or discharge, or accept or refuseany offer of performance with respect to, or substitutions for, the GuaranteedObligations or any agreement relating thereto and/or subordinate the payment ofthe same to the payment of any other obligations; (iii) request and acceptother guaranties of the Guaranteed Obligations and take and hold security forthe payment hereof or the Guaranteed Obligations; (iv) release, surrender,exchange, substitute, compromise, settle, rescind, waive, alter, subordinate ormodify, with or without consideration, any security for payment of theGuaranteed Obligations, any other guaranties of the Guaranteed Obligations, orany other obligation of any Person (including any other Guarantor) with respectto the Guaranteed Obligations; (v) enforce and apply any security now orhereafter held by or for the benefit of such Beneficiary in respect hereof orthe Guaranteed Obligations and direct the order or manner of sale thereof, orexercise any other right or remedy that such Beneficiary may have against anysuch security, in each case as such Beneficiary in its discretion may determineconsistent herewith or the applicable Hedge Agreement and any applicablesecurity agreement, including foreclosure on any such security pursuant to one ormore judicial or nonjudicial sales, whether or not every aspect of any suchsale is commercially reasonable, and even though such action operates to impairor extinguish any right of reimbursement or subrogation or other right orremedy of any Guarantor against Borrowers or any security for the GuaranteedObligations; and (vi) exercise any other rights available to it under theCredit Documents or any Hedge Agreements; and

(f)   this Guaranty and the obligations ofGuarantors hereunder shall be valid and enforceable and shall not be subject toany reduction, limitation, impairment, discharge or termination for any reason(other than payment in full of the Guaranteed Obligations (other thancontingent indemnity obligations not then due and payable and other than as setforth in Section 7.13)), including the occurrence of any of the following,whether or not any Guarantor shall have had notice or knowledge of any ofthem:  (i) any failure or omission toassert or enforce or agreement or election not to assert or enforce, or thestay or enjoining, by order of court, by operation of law or otherwise, of theexercise or enforcement of, any claim or demand or any right, power or remedy(whether arising under the Credit Documents or any Hedge Agreements, at law, inequity or otherwise) with respect to the Guaranteed Obligations or anyagreement relating thereto, or with respect to any other guaranty of orsecurity for the payment of the Guaranteed Obligations; (ii) any rescission,waiver, amendment or modification of, or any consent to departure from, any ofthe terms or 

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provisions (including provisions relating toevents of default) hereof, any of the other Credit Documents, any of the HedgeAgreements or any agreement or instrument executed pursuant thereto, or of anyother guaranty or security for the Guaranteed Obligations, in each case whetheror not in accordance with the terms hereof or such Credit Document, such HedgeAgreement or any agreement relating to such other guaranty or security; (iii)the Guaranteed Obligations, or any agreement relating thereto, at any timebeing found to be illegal, invalid or unenforceable in any respect; (iv) theapplication of payments received from any source (other than payments receivedpursuant to the other Credit Documents or any of the Hedge Agreements or fromthe proceeds of any security for the Guaranteed Obligations, except to theextent such security also serves as collateral for indebtedness other than theGuaranteed Obligations) to the payment of indebtedness other than theGuaranteed Obligations, even though any Beneficiary might have elected to applysuch payment to any part or all of the Guaranteed Obligations; (v) anyBeneficiary’s consent to the change, reorganization or termination of thecorporate structure or existence of Holdings or any of its Subsidiaries and toany corresponding restructuring of the Guaranteed Obligations; (vi) any failureto perfect or continue perfection of a security interest in any collateralwhich secures any of the Guaranteed Obligations; (vii) any defenses, set-offsor counterclaims which Borrowers may allege or assert against any Beneficiaryin respect of the Guaranteed Obligations, including failure of consideration,breach of warranty, payment, statute of frauds, statute of limitations, accordand satisfaction and usury; and (viii) any other act or thing or omission, ordelay to do any other act or thing, which may or might in any manner or to anyextent vary the risk of any Guarantor as an obligor in respect of theGuaranteed Obligations.

**7.5.   Waivers by Guarantors.**  Each Guarantor hereby waives, to the extentpermitted by applicable law, for the benefit of Beneficiaries:  (a) any right to require any Beneficiary, asa condition of payment or performance by such Guarantor, to (i) proceed againstany Borrower, any other guarantor (including any other Guarantor) of theGuaranteed Obligations or any other Person, (ii) proceed against or exhaust anysecurity held from any Borrower, any such other guarantor or any other Person,(iii) proceed against or have resort to any balance of any Deposit Account orcredit on the books of any Beneficiary in favor of any Borrower or any otherPerson, or (iv) pursue any other remedy in the power of any Beneficiarywhatsoever; (b) any defense arising by reason of the incapacity, lack ofauthority or any disability or other defense of any Borrower or any otherGuarantor including any defense based on or arising out of the lack of validityor the unenforceability of the Guaranteed Obligations or any agreement orinstrument relating thereto or by reason of the cessation of the liability ofany Borrower or any other Guarantor from any cause other than payment in fullof the Guaranteed Obligations; (c) any defense based upon any statute or ruleof law which provides that the obligation of a surety must be neither larger inamount nor in other respects more burdensome than that of the principal; (d)any defense based upon any Beneficiary’s errors or omissions in theadministration of the Guaranteed Obligations, except behavior which amounts tobad faith; (e) (i) any principles or provisions of law, statutory or otherwise,which are or might be in conflict with the terms hereof and any legal orequitable discharge of such Guarantor’s obligations hereunder, (ii) the benefitof any statute of limitations affecting such Guarantor’s liability hereunder orthe enforcement hereof, (iii) any rights to set-offs, recoupments andcounterclaims, and (iv) promptness, diligence and any requirement that anyBeneficiary protect, secure, perfect or insure any security interest or lien orany property subject thereto; (f) notices, demands, presentments, protests,notices of protest, notices of dishonor and notices of any action or inaction,including acceptance hereof, 

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notices of defaulthereunder, the Hedge Agreements or any agreement or instrument related thereto,notices of any renewal, extension or modification of the Guaranteed Obligationsor any agreement related thereto, notices of any extension of credit to anyBorrower and notices of any of the matters referred to in Section 7.4 and anyright to consent to any thereof; and (g) any defenses or benefits that may bederived from or afforded by law which limit the liability of or exonerateguarantors or sureties, or which may conflict with the terms hereof.

**7.6.   Guarantors’ Rights of Subrogation,Contribution, etc.** Until the Guaranteed Obligations (other than contingent indemnityobligations not then due and payable) shall have been indefeasibly paid in fulland the Revolving Commitments shall have terminated and all Letters of Creditshall have expired or been cancelled, each Guarantor hereby waives, to theextent permitted by applicable law, any claim, right or remedy, direct orindirect, that such Guarantor now has or may hereafter have against anyBorrower or any other Guarantor or any of its assets in connection with thisGuaranty or the performance by such Guarantor of its obligations hereunder, ineach case whether such claim, right or remedy arises in equity, under contract,by statute, under common law or otherwise and including without limitation (a)any right of subrogation, reimbursement or indemnification that such Guarantornow has or may hereafter have against any Borrower with respect to theGuaranteed Obligations, (b) any right to enforce, or to participate in, anyclaim, right or remedy that any Beneficiary now has or may hereafter haveagainst any Borrower, and (c) any benefit of, and any right to participate in,any collateral or security now or hereafter held by any Beneficiary.  In addition, until the Guaranteed Obligationsshall have been indefeasibly paid in full and the Revolving Commitments shallhave terminated and all Letters of Credit shall have expired or been cancelled,each Guarantor shall withhold exercise of any right of contribution suchGuarantor may have against any other guarantor (including any other Guarantor)of the Guaranteed Obligations, including, without limitation, any such right ofcontribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver oragreement to withhold the exercise of its rights of subrogation, reimbursement,indemnification and contribution as set forth herein is found by a court ofcompetent jurisdiction to be void or voidable for any reason, any rights ofsubrogation, reimbursement or indemnification such Guarantor may have againstany Borrower or against any collateral or security, and any rights ofcontribution such Guarantor may have against any such other guarantor, shall bejunior and subordinate to any rights any Beneficiary may have against anyBorrower, to all right, title and interest any Beneficiary may have in any suchcollateral or security, and to any right any Beneficiary may have against suchother guarantor.  If any amount shall bepaid to any Guarantor on account of any such subrogation, reimbursement,indemnification or contribution rights at any time when all GuaranteedObligations (other than contingent indemnity obligations not then due andpayable) shall not have been finally and indefeasibly paid in full, such amountshall be held in trust for Administrative Agent on behalf of Beneficiaries andshall forthwith be paid over to Administrative Agent for the benefit ofBeneficiaries to be credited and applied against the Guaranteed Obligations,whether matured or unmatured, in accordance with the terms hereof.

**7.7.   Subordination of Other Obligations.**  Any Indebtedness of any Borrower or anyGuarantor now or hereafter held by any Guarantor (the **“Obligee Guarantor”**) is hereby subordinatedin right of payment to the Guaranteed Obligations, and any such Indebtednesscollected or received by the Obligee Guarantor after an Event of Default hasoccurred and is continuing shall be held in trust for Administrative Agent onbehalf of Beneficiaries and shall 

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forthwith be paid over toAdministrative Agent for the benefit of Beneficiaries to be credited andapplied against the Guaranteed Obligations but without affecting, impairing orlimiting in any manner the liability of the Obligee Guarantor under any otherprovision hereof.

**7.8.   Continuing Guaranty.**  This Guaranty is a continuing guaranty andshall remain in effect until all of the Guaranteed Obligations (other thancontingent indemnity obligations not then due and payable) shall have been paidin full and the Revolving Commitments shall have terminated and all Letters ofCredit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives, to the extent permitted byapplicable law, any right to revoke this Guaranty as to future transactionsgiving rise to any Guaranteed Obligations.

**7.9.   Authority of Guarantors or Borrowers.**  It is not necessary for any Beneficiary toinquire into the capacity or powers of any Guarantor or any Borrower or the officers,directors or any agents acting or purporting to act on behalf of any of them.

**7.10.   Financial Condition of Borrowers.**  Any Credit Extension may be made to anyBorrower or continued from time to time, and any Hedge Agreements may beentered into from time to time, in each case without notice to or authorizationfrom any Guarantor regardless of the financial or other condition of suchBorrower at the time of any such grant or continuation or at the time suchHedge Agreement is entered into, as the case may be.  No Beneficiary shall have any obligation todisclose or discuss with any Guarantor its assessment, or any Guarantor’sassessment, of the financial condition of any Borrower.  Each Guarantor has adequate means to obtaininformation from any Borrower on a continuing basis concerning the financialcondition of any Borrower and their ability to perform their obligations underthe Credit Documents and the Hedge Agreements, and each Guarantor assumes theresponsibility for being and keeping informed of the financial condition of anyBorrower and of all circumstances bearing upon the risk of nonpayment of theGuaranteed Obligations.  Each Guarantorhereby waives, to the extent permitted by applicable law, and relinquishes anyduty on the part of any Beneficiary to disclose any matter, fact or thingrelating to the business, operations or conditions of any Borrower now known orhereafter known by any Beneficiary.

**7.11.   Bankruptcy, etc.**

(a)  Solong as any Guaranteed Obligations (other than contingent indemnity obligationsnot then due and payable) remain outstanding, no Guarantor shall, without theprior written consent of Administrative Agent acting pursuant to theinstructions of Requisite Lenders, commence or join with any other Person incommencing any bankruptcy, reorganization or insolvency case or proceeding ofor against any Borrower or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited,impaired, discharged, deferred, suspended or terminated by any case orproceeding, voluntary or involuntary, involving the bankruptcy, insolvency,receivership, reorganization, liquidation or arrangement of any Borrower or anyother Guarantor or by any defense which any Borrower or any other Guarantor mayhave by reason of the order, decree or decision of any court or administrativebody resulting from any such proceeding.

(b)   Each Guarantor acknowledges and agrees thatany interest on any portion of the Guaranteed Obligations which accrues afterthe commencement of any case or 

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proceeding referred to in clause (a) above(or, if interest on any portion of the Guaranteed Obligations ceases to accrueby operation of law by reason of the commencement of such case or proceeding,such interest as would have accrued on such portion of the GuaranteedObligations if such case or proceeding had not been commenced) shall beincluded in the Guaranteed Obligations because it is the intention ofGuarantors and Beneficiaries that the Guaranteed Obligations which areguaranteed by Guarantors pursuant hereto should be determined without regard toany rule of law or order which may relieve any Borrower of any portion of suchGuaranteed Obligations.  Guarantors willpermit any trustee in bankruptcy, receiver, debtor in possession, assignee forthe benefit of creditors or similar Person to pay Administrative Agent, orallow the claim of Administrative Agent in respect of, any such interestaccruing after the date on which such case or proceeding is commenced.

(c)   In the event that all or any portion of theGuaranteed Obligations are paid by any Borrower, the obligations of Guarantorshereunder shall continue and remain in full force and effect or be reinstated,as the case may be, in the event that all or any part of such payment(s) arerescinded or recovered directly or indirectly from any Beneficiary as apreference, fraudulent transfer or otherwise, and any such payments which areso rescinded or recovered shall constitute Guaranteed Obligations for allpurposes hereunder.

**7.12.   Discharge of Guaranty Upon Sale of Guarantor.**  If all of the Capital Stock of any Guarantoror any of its successors in interest hereunder shall be sold or otherwisedisposed of (including by merger or consolidation) in accordance with the termsand conditions hereof, the Guaranty of such Guarantor or such successor ininterest, as the case may be, hereunder shall automatically be discharged andreleased without any further action by any Beneficiary or any other Personeffective as of the time of such Asset Sale.

**7.13.  Foreign Guarantor Limitations.**

(a)   Notwithstanding the foregoing provisions ofthis Section 7 and unless otherwise agreed at the time such Foreign Subsidiarybecomes a Guarantor, no Foreign Subsidiary, other than any Foreign Subsidiaryof Holdings that is treated as a pass-through or disregarded entity for UnitedStates federal income tax purposes and all of the Capital Stock of which isdirectly owned by Holdings or one or more Domestic Subsidiaries of Holdings,shall, or shall be deemed to, guarantee any Obligations or otherwise binditself (whether by indemnification or otherwise) of the U.S. Borrower or anyDomestic Guarantor nor shall it have any obligations under Section 7.2 withrespect to any such amounts.

(b)   Notwithstanding the foregoing provisions ofthis Section 7, no Guarantor residing or incorporated in The Netherlands (the **“Dutch Guarantors”**) shall, or shall bedeemed to, guarantee any Obligations or otherwise bind itself (whether byindemnification or otherwise) to the extent that if included, such act wouldconstitute unlawful financial assistance within the meaning of Article 98c or207c of Book 2 of the Dutch Civil Code.

(c)   Notwithstanding the foregoing provisions ofthis Section 7, no Guarantor incorporated in England or Wales shall, or shallbe deemed to, guarantee any Obligations to the extent that if included, theGuaranty granted by it pursuant hereto would constitute 

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unlawful financial assistance for the purposeof sections 151 to 158 (inclusive) of the United Kingdom Companies Act 1985 (asamended or otherwise re-enacted from time to time).

(d)   Notwithstanding the foregoing provisions ofthis Section 7, the Guarantee granted by any Guarantor incorporated in Germany(the “**German Guarantor**”) shall besubject to the following limitation:

(i)   To the extent a German Guarantor establishedas a limited liability company (*Gesellschaft mitbeschränkter Haftung - GmbH*) is securing debt other than its owndebt or debt of its Subsidiaries, the Beneficiaries shall be required to repayany amounts due and paid under the Guaranty granted pursuant hereto if and tothe extent such German Guarantor demonstrates that the payment of an amount dueunder such Guaranty has the effect of reducing its net assets (*Nettovermögen*) to (i) an amount less than its stated sharecapital (*Stammkapital*) or (ii) (if its netassets are already an amount less than its stated share capital) causing suchamount to be further reduced, and thereby affecting its assets required for theobligatory preservation of its share capital in accordance with sections 30 and31 of the German Act for Limited Liability Companies (*GmbH-Gesetz*).

(ii)   If, at any time, a German Guarantordemonstrates to the satisfaction of the Administrative Agent that payment infull of an amount due from it under the Guaranty granted pursuant hereto wouldlead to one of the effects referred to in paragraph (i) above, then the amountdue for payment at that time hereunder by that German Guarantor will be reducedto the extent necessary to ensure it complies with its obligations to preserveits stated share capital (*Stammkapital*).

(iii)   No reduction of the amount to be claimed orrepaid by any German Guarantor under the Guaranty granted pursuant hereto willprejudice the rights of the Beneficiaries to claim again under such Guaranty inrespect of the repaid amount (subject always to the operation of thelimitations set forth above at the time of asserting any such claim).

(iv)   For the purposes of the calculation of theamount to be repaid under paragraph (i) above or reducing the amount payable inaccordance with paragraph (ii) above the following balance sheet items shall beadjusted as follows:

(1)                                  the amount of anyincrease of the stated share capital (*Stammkapital*)of any German Guarantor after the date of this Agreement effected without theprior written consent of the Administrative Agent shall be deducted from itsstated share capital (*Stammkapital*);

(2)                                  loans and othercontractual liabilities incurred in violation of the provisions of the CollateralDocuments shall be disregarded; and

(3)                                  any asset that isshown in the balance sheet with a book value (*Buchwert*)that is significantly lower than the market value of such asset and that can berealized, to the extent legally permitted, commercially justifiable and notunreasonable with regard to costs and efforts involved if such asset is 

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not necessary for its business (*betriebsnotwendig*), shall be taken into account with itsmarket value.

(v)   In the case of a German Guarantor organisedin the form of a limited partnership in which the general partner is a GmbH (*GmbH & Co. KG*), the provisions set out above underparagraph (i) to (iv) (inclusive) shall apply *mutatismutandis* to that German Guarantor’s general partner (*Komplementär*).

(vi)   Regardless of the provisions set out inparagraphs (i) to (v) inclusive of this Section 7.13(d) the enforcement of theGuaranty granted pursuant hereto shall be, at the date hereof and at any timehereafter until the full and complete payment of any and all obligationsguaranteed by this Guaranty, limited insofar as any German Guarantordemonstrates to the satisfaction of the Administrative Agent (actingreasonably) that the enforcement of the Guaranty granted pursuant heretoresults in the violation of the prohibition of an intervention threatening theexistence (*Existenzvernichtung*) of any GermanGuarantor and would result in a personal criminal or civil law liability of anymanaging director of that German Guarantoror of any affiliated company (otherthan a Subsidiary) of that German Guarantor within the meaning of Sec. 15 etseq. of the German Stock Corporation Act (*Aktiengesetz*)or any of its managing directors.

(vii)   Notwithstanding the above provisions of thisSection 7.13(d), the provisions of paragraphs (i) to (v) (inclusive) ofthis Section 7.13(d) shall not apply to the extent any amounts due andpayable under the Guaranty granted pursuant hereto would relate to funds whichhave been made available under this Agreement and on lent or otherwise passedon to a German Guarantor (or any of its Subsidiaries) to the extent that anyamounts so on lent or otherwise passed on are still outstanding at the time therelevant demand is made against such German Guarantor under the Guarantygranted pursuant hereto.

(e)   Notwithstanding the foregoing provisions ofthis Section 7, the amount of the obligations of a Guarantor incorporated underthe laws of Switzerland (a “**Swiss Guarantor”**)under this Section 7 shall be limited as follows:

(i)   If and to the extent a payment in fulfillingthe obligations pursuant to this Section 7 would, at the time payment is due,under Swiss corporate law and practice (prohibiting capital repayments orrestricting profit distributions) not be permitted, then such obligations andpayment amount shall from time to time be limited to the amount permitted to bepaid, provided that such limited amount shall at no time be less than theunrestricted equity capital surplus (including the unrestricted portion ofgeneral (legal) reserves, restricted reserves which may be converted into freereserves, other free reserves, retained earnings and current net profits)available (as the case may be, after conversion/re-qualification) fordistribution to the member(s) of the Swiss Guarantor under Swiss corporate lawand practice at the time or times payment under or pursuant to this Section 7is requested from the Swiss Guarantor (from time to time each a “**Minimum Recovery Amount”**), and furtherprovided that such limitation (as may apply from time to time or not) shall not(generally or definitively) free the Swiss Guarantor from payment obligationshereunder in excess thereof, but merely postpone the

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payment datetherefore until such times as payment is again permitted notwithstanding suchlimitation.

(ii)   If and to the extent this is from time totime required under Swiss corporate law (restricting profit distributions), inorder to allow the Administrative Agent (for the ratable benefit of theBeneficiaries) to obtain a maximum benefit under and of this Section 7, each ofthe Swiss Guarantors undertakes to promptly implement all such measures and/orto promptly procure the fulfillment of all prerequisites in its power allowingit to promptly make the (requested) payment(s) hereunder from time to time,including the following:

(1) preparation of an up-to-date audited balance sheet of the respectiveSwiss Guarantor;

(2) confirmation of the auditors of the Swiss Guarantor that the relevantMinimum Recovery Amount represents (the maximum of) freely distributableprofits;

(3) all such other measures necessary or useful to allow the Swiss Guarantorto make the payments agreed hereunder with a minimum of limitations, includingthe conversion of unnecessary restricted reserves into distributable reserves;

(iii)   Subject to the extent required by applicablelaw in force at the relevant time and any double taxation treaty, any SwissGuarantor which is required to make a payment under this Section 7 may:

(1) deduct Swiss withholding tax at the rate of 35 per cent., or such rateas is in force from time to time, from any payment under this Section 7;

(2) pay any such deduction mentioned in paragraph (i) above, to the SwissFederal Tax Administration;

(3) shallnotify the Administrative Agent that such a deduction has been made and providethe Administrative Agent with evidence that such deduction has been paid to theSwiss Federal Tax Administration;

(4) shallas soon as possible after such deduction (i) ensure that any person which is,as a result of a payment under this Section 7 by such Swiss Guarantor, entitledto a full or partial refund of the deducted tax, is in a position to apply forsuch refund under any applicable law (including double tax treaties) and (ii)in case such Swiss 

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Guarantor has received any refundof the deducted tax, pay such refund to the Administrative Agent upon receiptthereof;

(5) to theextent such a deduction is made (in accordance with this Section), shall not beobliged to indemnify (or otherwise hold harmless) the Beneficiaries in relationto any such deduction and payment to the Swiss Federal Tax Administration.

**SECTION8.   EVENTS OF DEFAULT**

**8.1.   Events of Default.**  If any one or more of the followingconditions or events shall occur:

(a)   Failure to Make Payments When Due.  Failure by any Borrower to pay (i) whendue any installment of principal of any Loan, whether at stated maturity, byacceleration, by mandatory prepayment or otherwise; (ii) when due anyamount payable to Issuing Bank in reimbursement of any drawing under a Letterof Credit; or (iii) any interest on any Loan or any fee or any other amount duehereunder, unless such failure is caused by an administrative or technicalerror and payment is made within five Business Days of its due date; or

(b)   Default in Other Agreements.  (i) Failure of any Credit Party or any oftheir respective Subsidiaries to pay when due any principal of or interest onor any other amount payable in respect of one or more items of Indebtedness(other than Indebtedness referred to in Section 8.1(a)) with an aggregateprincipal amount of $20,000,000 or more, in each case beyond the grace period,if any, provided therefor; or (ii) breach or default by any Credit Party withrespect to any other material term of (1) one or more items of Indebtedness inthe individual or aggregate principal amounts referred to in clause (i) aboveor (2) any loan agreement, mortgage, indenture or other agreement relating tosuch item(s) of Indebtedness, in each case beyond the grace period, if any,provided therefor, if the effect of such breach or default is to cause, or topermit the holder or holders of that Indebtedness (or a trustee or agent onbehalf of such holder or holders), to cause, that Indebtedness to become or bedeclared due and payable (or redeemable)or to be placed ondemand, prior to its stated maturity or the stated maturity of any underlyingobligation, as the case may be; or

(c)   Breach of Certain Covenants.  Failure of any Credit Party to perform orcomply with any term or condition contained in Section 2.6, Section 5.1(a),5.1(b), 5.1(c), 5.1(d), 5.1(f), 5.1(i), or 5.1(q), Section 5.2, Section 5.10(b)or Section 6; providedthat any Event of Default under Section 6.8(b) shall not constitute an Event ofDefault with respect to any Term Loan until the earlier of (x) the date that is45 days after the date of delivery of a Compliance Certificate demonstratingthat Section 6.8(b) has not been met and (y) the date on which the RequisiteRevolving Lenders accelerate the Revolving Loans in accordance with thisSection 8.1 as a result of such breach of Section 6.8(b); and provided, further,that any Event of Default under Section 6.8(b) and any definition, term orprovision used therein and relating thereto may be waived, amended or otherwisemodified from time to time by the Requisite Revolving Lenders pursuant toSection 11.5(a); or

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(d)   Breach of Representations, etc.  Any representation, warranty, certificationor other statement, when taken as a whole, made or deemed made by any CreditParty in any Credit Document shall be false in any material respect as of thedate made or deemed made; or

(e)   Other Defaults Under Credit Documents.  Any Credit Party shall default in theperformance of or compliance with any term contained herein or any of the otherCredit Documents, other than any such term referred to in any other Section ofthis Section 8.1, and, if capable of remedy, such default shall not have beenremedied or waived within thirty days after the earlier of (i) an AuthorizedOfficer of such Credit Party becoming aware of such default or (ii) receipt bya Borrower of notice from Administrative Agent or any Lender of such default;or

(f)   Involuntary Bankruptcy; Appointment ofReceiver, etc.  (i) A court ofcompetent jurisdiction shall enter a decree or order for relief in respect ofHoldings or any of its Subsidiaries (other than Excluded Subsidiaries) in aninvoluntary case under the Bankruptcy Code or under any other applicablebankruptcy, winding up, dissolution, insolvency or similar law now or hereafterin effect in any applicable jurisdiction, which decree or order is not stayed;or any other similar relief shall be granted under any applicable federal,foreign or state law; (ii) an involuntary case shall be commenced againstHoldings or any of its Subsidiaries (other than Excluded Subsidiaries) underthe Bankruptcy Code or under any other applicable bankruptcy, insolvency orsimilar law now or hereafter in effect in any applicable jurisdiction; or adecree or order of a court having jurisdiction in the premises for theappointment of a receiver, liquidator, sequestrator, trustee, custodian,administrator or other officer in any applicable jurisdiction having similarpowers over Holdings or any of its Subsidiaries (other than ExcludedSubsidiaries), or over all or a substantial part of its property, shall havebeen entered; or there shall have occurred the involuntary appointment of aninterim receiver, administrator, liquidator, trustee or other custodian ofHoldings or any of its Subsidiaries (other than Excluded Subsidiaries) for allor a substantial part of its property; or a warrant of attachment, execution orsimilar process shall have been issued against any substantial part of theproperty of Holdings or any of its Subsidiaries (other than ExcludedSubsidiaries), and in the case of the commencement of a voluntary case underthe Bankruptcy Code only, such case shall continue for sixty days withouthaving been dismissed, bonded or discharged; or (iii) any analogous step orprocedure is taken under the laws of any jurisdiction in respect of Holdings orany of its Subsidiaries (other than Excluded Subsidiaries), but only to theextent such step or procedure is reasonably likely to result in a MaterialAdverse Effect; or

(g)   Voluntary Bankruptcy; Appointment ofReceiver, etc.  (i) Holdings or anyof its Subsidiaries (other than Excluded Subsidiaries) shall have an order forrelief entered with respect to it or shall commence a voluntary case under theBankruptcy Code or under any other applicable bankruptcy, insolvency, windingup, dissolution or similar law now or hereafter in effect in any applicablejurisdiction, or shall consent to the entry of an order for relief in aninvoluntary case, or to the conversion of an involuntary case to a voluntarycase, under any such law, or shall consent to the appointment of or takingpossession by a receiver, administrator, liquidator, trustee or other custodianfor all or a substantial part of its property; or Holdings or any of itsSubsidiaries (other than Excluded 

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Subsidiaries) shall make any assignment forthe benefit of or a composition with creditors; (ii) Holdings or any of itsSubsidiaries (other than Excluded Subsidiaries) shall be unable or shall bedeemed for the purpose of applicable law to be unable, or shall fail generally,or shall admit in writing its inability, to pay its debts as such debts becomedue, or stops or threatens or announces an action to stop or suspend payment ofany of its debts or a moratorium shall be declared in respect of any of itsdebts; or the board of directors (or similar governing body) of Holdings or anyof its Subsidiaries (other than Excluded Subsidiaries) (or any committeethereof) shall convene a meeting or adopt any resolution or otherwise authorizeany action to approve any of the actions referred to herein or in Section8.1(f); or (iii) any analogous step or procedure is taken under the laws of anyjurisdiction in respect of Holdings or any of its Subsidiaries (other thanExcluded Subsidiaries), but only to the extent such step or procedure isreasonably likely to result in a Material Adverse Effect; or

(h)   Judgments and Attachments.  Any money judgment, writ or warrant ofattachment or similar process involving in the aggregate at any time an amountin excess of $20,000,000 (in either case to the extent not adequately coveredby insurance as to which a solvent and unaffiliated insurance company has acknowledgedcoverage) shall be entered or filed against Holdings or any of its Subsidiariesor any of their respective assets and shall remain undischarged, unvacated,unbonded or unstayed for a period of sixty days (or in any event later thanfive days prior to the date of any proposed sale thereunder); or

(i)   Dissolution.  Any order, judgment or decree shall beentered against any Credit Party decreeing the dissolution or split up of suchCredit Party and such order shall remain undischarged or unstayed for a periodin excess of thirty days or any analogous step or procedure is taken under thelaws of any jurisdiction; or

(j)   Employee Benefit Plans.  (i) There shall occur one or more ERISAEvents or similar events in respect of any Foreign Plans (or a resolution ispassed on proceedings commenced to terminate any Foreign Plan) which results inor might reasonably be expected to result in liability of Holdings, any of itsSubsidiaries or any of their respective ERISA Affiliates in excess of$20,000,000 during the term hereof; or (ii) there exists any fact orcircumstance that reasonably could be expected to result in the imposition of aLien or security interest under Section 412(n) of the Internal Revenue Code orunder ERISA or similar law with respect to any Foreign Plan.

(k)   Change of Control.  A Change of Control shall occur; or

(l)   Guaranties, Collateral Documents andother Credit Documents.  At any timeafter the execution and delivery thereof, (i) any portion of the Guaranty ofany Subsidiary for any reason, other than the satisfaction in full of allObligations (other than contingent indemnity obligations not then due andpayable), shall cease to be in full force and effect (other than in accordancewith its terms) or shall be declared to be null and void or any Guarantor shallrepudiate its obligations thereunder, (ii) any portion of this Agreement or anymaterial Collateral Document ceases to be in full force and effect (other thanby reason of a release of Collateral in accordance with the terms hereof orthereof or the satisfaction in full of the Obligations in accordance with theterms hereof) or shall be declared null and void, or 

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it becomes unlawful for any Credit Party toperform any of the Obligations or Collateral Agent shall not have or shallcease to have a valid and perfected Lien in any material portion of theCollateral purported to be covered by the Collateral Documents with thepriority required by the relevant Collateral Document, in each case for anyreason other than the failure of Collateral Agent or any Secured Party to takeany action within its control, or (iii) any Credit Party shall contest thevalidity or enforceability of any Credit Document in writing or repudiate orrescind (or purport to repudiate or rescind) or deny in writing that it has anyfurther liability, including with respect to future advances by Lenders, underany provision of any Credit Document to which it is a party or shall contestthe validity or perfection of any Lien in any Collateral purported to be coveredby the Collateral Documents;

**THEN**, (1) solely with respect to the Obligations of theU.S. Borrower and each Domestic Guarantor, upon the occurrence of any Event ofDefault described in Section 8.1(f) or 8.1(g), automatically, and (2) upon theoccurrence of any other Event of Default, at the request of (or with theconsent of) Requisite Lenders, upon notice to Borrowers by AdministrativeAgent, (A) the Revolving Commitments, if any, of each Lender having suchRevolving Commitments and the obligation of Issuing Bank to issue any Letter ofCredit shall immediately terminate; (B) each of the following shall (i) bepayable on demand by the Administrative Agent (and if any denial issubsequently made these amounts, together with accrued interest and all other amountsaccrued under this Agreement, shall be immediately due and payable, in eachcase without presentment, demand, protest or other requirements of any kind,all of which are expressly viewed by each Credit Party) or (ii) immediatelybecome due and payable, in each case without presentment, demand, protest orother requirements of any kind, all of which are hereby expressly waived byeach Credit Party:  (I) all or any partof (as specified by the Administrative Agent) the unpaid principal amount ofand accrued interest on the Loans, (II) an amount equal to all or any part of(as specified by the Administrative Agent) the maximum amount that may at anytime be drawn under all Letters of Credit then outstanding (regardless ofwhether any beneficiary under any such Letter of Credit shall have presented,or shall be entitled at such time to present, the drafts or other documents orcertificates required to draw under such Letters of Credit), and (III) all orany part of (as specified by the Administrative Agent) other Obligations; provided,the foregoing shall not affect in any way the obligations of Lenders underSection 2.3(b)(v) or Section 2.4(e); (C) Administrative Agent may causeCollateral Agent, to enforce any and all Liens and security interests created pursuantto Collateral Documents; and (D) Administrative Agent shall direct Borrowers topay (and each Borrower hereby agrees upon receipt of such notice, or, solelywith respect to U.S. Borrower, upon the occurrence of any Event of Defaultspecified in Sections 8.1(f) and (g) to pay) to Administrative Agent suchadditional amounts of cash as reasonable requested by Issuing Bank, to be heldas security for Borrowers’ reimbursement Obligations in respect of Letters ofCredit then outstanding; and/or (E) Administrative Agent shallexercise, or direct the Collateral Agent to exercise, all or any of its or asthe case may be, the Collateral Agent’s rights, remedies, powers or discretionsunder any of the Credit Documents.  Notwithstanding anything to the contraryset forth herein, upon the occurrence and during the continuance of an Event ofDefault under Section 8.1(c) as a result of a breach of Section 6.8(b), theAdministrative Agent may with the consent of the Requisite Revolving Lenders(and, at the request of the Requisite Revolving Lenders, shall) take any of theactions described above solely as they relate to the Revolving Loans.

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**SECTION9.   AGENTS**

**9.1.   Appointment of Agents.**  (a) GSCP is hereby appointed SyndicationAgent hereunder, and each Lender hereby authorizes GSCP to act as SyndicationAgent in accordance with the terms hereof and the other Credit Documents.  GSCP is hereby appointed Administrative Agentand Collateral Agent hereunder and under the other Credit Documents and eachLender hereby authorizes GSCP to act as Administrative Agent and CollateralAgent in accordance with the terms hereof and the other Credit Documents.  CUSA is hereby appointed Documentation Agenthereunder, and each Lender hereby authorizes CUSA to act as Documentation Agentin accordance with the terms hereof and the other Credit Documents.  Each Agent hereby agrees to act in itscapacity as such upon the express conditions contained herein and the otherCredit Documents, as applicable.  Theprovisions of this Section 9 are solely for the benefit of Agents and Lendersand no Credit Party shall have any rights as a third party beneficiary of anyof the provisions thereof.  In performingits functions and duties hereunder, each Agent shall act solely as an agent ofLenders and does not assume and shall not be deemed to have assumed anyobligation towards or relationship of agency or trust with or for Holdings orany of its Subsidiaries.  Each ofSyndication Agent and Documentation Agent, without consent of or notice to any partyhereto, may assign any and all of its rights or obligations hereunder to any ofits Affiliates (other than Private Equity Affiliates (as defined in theCommitment Letter)).  As of the EffectiveDate, neither GSCP, in its capacity as Syndication Agent, nor CUSA , in itscapacity as Documentation Agent, shall have any obligations but shall beentitled to all benefits of this Section 9.

(b) For thepurposes of the security provided by any Credit Party under the laws of theProvince of Québec, GSCP acting as Collateral Agent (and any successor theretoin such capacity) is hereby appointed by the Beneficiaries as the personholding the power of attorney (*“fondé de pouvoir”*)within the meaning of Article 2692 of the *Civil Code of Québec*for the purposes of the hypothecary security under each deed of hypothecgranted by any such Credit Party under the laws of the Province of Québec and,in such capacity, GSCP acting as Collateral Agent shall hold such hypothecarysecurity as *fondé de pouvoir* in the exercise of therights conferred thereunder for the benefit of the Beneficiaries.  The Beneficiaries hereby agree that GSCPacting as Collateral Agent may act as the debentureholder, agent and mandatarywith respect to any debenture that may be issued by any Credit Party andpledged in favour of GSCP acting as Collateral Agent.  The designation of GSCP acting as CollateralAgent as *fondé de pouvoir* under any deed ofhypothec executed prior to the date hereof, and the execution and delivery ofany such deed, is hereby ratified and confirmed.  Notwithstanding the provisions of Section 32of the *Act respecting the Special Powers of Legal Persons*(Québec), GSCP acting as Collateral Agent may be the holder of the debenturessecured by any such hypothec.  It ishereby acknowledged that said debentures constitute a title of indebtedness assuch term is used in Article 2692 of the Civil Code of Quebec.  Each future Beneficiary that becomes party tothis Agreement, by becoming a party to this Agreement, shall be deemed to haveratified and confirmed the appointment of GSCP acting as Collateral Agent (andany successor thereto) as *fondé de pouvoir*andGSCP acting as Collateral Agent as the holder of any debenture, both for thebenefit of the Beneficiaries.  AnyAffiliate of a Lender shall be deemed to have nominated GSCP acting asCollateral Agent as *fondé de pouvoir*andGSCP acting as Collateral Agent as debentureholder by its creation of a HedgeAgreement.  Notwithstanding anything tothe 

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contrary, this provision shall be governed and construed under the lawsof the Province of Québec.

**9.2.   Powers and Duties.**  Each Lender irrevocably authorizes each Agent(i) to take such action on such Lender’s behalf and to exercise such powers,rights and remedies hereunder and under the other Credit Documents as arespecifically delegated or granted to such Agent by the terms hereof andthereof, together with such powers, rights and remedies as are reasonablyincidental thereto and (ii) to enter into any and all of the Collateral Documents togetherwith such other documents as shall be necessary to give effect to theCollateral contemplated by the Collateral Documents, on its behalf.  Each Agent shall have only those duties andresponsibilities that are expressly specified herein and the other CreditDocuments.  Each Agent may exercise suchpowers, rights and remedies and perform such duties by or through its agents oremployees.  No Agent shall have, byreason hereof or any of the other Credit Documents, a fiduciary relationship inrespect of any Lender; and nothing herein or any of the other Credit Documents,expressed or implied, is intended to or shall be so construed as to impose uponany Agent any obligations in respect hereof or any of the other CreditDocuments except as expressly set forth herein or therein.

**9.3.  General Immunity.**

(a)   No Responsibility for Certain Matters.  No Agent shall be responsible to any Lenderfor the execution, effectiveness, genuineness, validity, enforceability,collectibility or sufficiency hereof or any other Credit Document or for anyrepresentations, warranties, recitals or statements made herein or therein ormade in any written or oral statements or in any financial or other statements,instruments, reports or certificates or any other documents furnished or madeby any Agent to Lenders or by or on behalf of any Credit Party, and Lender inconnection with the Credit Documents and the transactions contemplated therebyor for the financial condition or business affairs of any Credit Party or anyother Person liable for the payment of any Obligations, nor shall any Agent berequired to ascertain or inquire as to the performance or observance of any ofthe terms, conditions, provisions, covenants or agreements contained in any ofthe Credit Documents or as to the use of the proceeds of the Loans or as to theexistence or possible existence of any Event of Default or Default or to makeany disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding,Administrative Agent shall not have any liability arising from confirmations ofthe amount of outstanding Loans or the Letter of Credit Usage or the componentamounts thereof.

(b)   Exculpatory Provisions.  No Agent nor any of its officers, partners,directors, employees or agents shall be liable to Lenders for any action takenor omitted by any Agent under or in connection with any of the Credit Documentsexcept to the extent caused by such Agent’s gross negligence or willfulmisconduct.  Each Agent shall be entitledto refrain from any act or the taking of any action (including the failure totake an action) in connection herewith or any of the other Credit Documents orfrom the exercise of any power, discretion or authority vested in it hereunderor thereunder unless and until such Agent shall have received instructions inrespect thereof from Requisite Lenders (or such other Lenders as may berequired to give such instructions under Section 11.5) or, in the case of theCollateral Agent, in accordance with the applicable Collateral Documents, and,upon receipt 

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of such instructions from Requisite Lenders(or such other Lenders, as the case may be) or, in the case of the CollateralAgent, in accordance with the applicable Collateral Documents, such Agent shallbe entitled to act or (where so instructed) refrain from acting, or to exercisesuch power, discretion or authority, in accordance with such instructions.  Without prejudice to the generality of theforegoing, (i) each Agent shall be entitled to rely, and shall be fullyprotected in relying, upon any communication, instrument or document believedby it to be genuine and correct and to have been signed or sent by the properPerson or Persons, and shall be entitled to rely and shall be protected inrelying on opinions and judgments of attorneys (who may be attorneys forHoldings and its Subsidiaries), accountants, experts and other professionaladvisors selected by it; and (ii) no Lender shall have any right of actionwhatsoever against any Agent as a result of such Agent acting or (where soinstructed) refraining from acting hereunder or any of the other CreditDocuments in accordance with the instructions of Requisite Lenders (or suchother Lenders as may be required to give such instructions under Section 11.5)or, in the case of the Collateral Agent, in accordance with the applicableCollateral Documents.

(c)   Delegation of Duties.Administrative Agent may perform any and all of its duties and exercise itsrights and powers under this Agreement or under any other CreditDocument by or through any one or more sub-agents appointed by AdministrativeAgent. Administrative Agent and any such sub-agent may perform any and all ofits duties and exercise its rights and powers by or through their respectiveAffiliates (other than Private Equity Affiliates (as defined in the CommitmentLetter)). The exculpatory, indemnification and other provisions of this Section9.3 and of Section 9.6 shall apply to any the Affiliates of AdministrativeAgent and shall apply to their respective activities in connection with thesyndication of the credit facilities provided for herein as well as activitiesas Administrative Agent.  All of therights, benefits, and privileges (including the exculpatory and indemnificationprovisions) of this Section 9.3 and of Section 9.6 shall apply to any suchsub-agent and to the Affiliates of any such sub-agent, and shall apply to theirrespective activities as sub-agent as if such sub-agent and Affiliates werenamed herein.  Notwithstanding anythingherein to the contrary, with respect to each sub-agent appointed by theAdministrative Agent, (i) such sub-agent shall be a third party beneficiaryunder this Agreement with respect to all such rights, benefits and privileges(including exculpatory rights and rights to indemnification) and shall have allof the rights and benefits of a third party beneficiary, including anindependent right of action to enforce such rights, benefits and privileges(including exculpatory rights and rights to indemnification) directly, withoutthe consent or joinder of any other Person, against any or all of the CreditParties and the Lenders, (ii) such rights, benefits and privileges (includingexculpatory rights and rights to indemnification) shall not be modified oramended without the consent of such sub-agent, and (iii) such sub-agent shallonly have obligations to Administrative Agent and not to any Credit Party,Lender or any other Person and no Credit Party, Lender or any other Personshall have any rights, directly or indirectly, as a third party beneficiary orotherwise, against such sub-agent.

**9.4.   Agents Entitled to Act as Lender.**  The agency hereby created shall in no wayimpair or affect any of the rights and powers of, or impose any duties orobligations upon, any Agent in its individual capacity as a Lenderhereunder.  With respect to itsparticipation in the Loans and the Letters of Credit, each Agent shall have thesame rights and powers hereunder as 

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any other Lender and mayexercise the same as if it were not performing the duties and functionsdelegated to it hereunder, and the term “Lender” shall, unless the contextclearly otherwise indicates, include each Agent in its individualcapacity.  Any Agent and its Affiliatesmay accept deposits from, lend money to, own securities of, and generallyengage in any kind of banking, trust, financial advisory or other business withHoldings or any of its Affiliates as if it were not performing the dutiesspecified herein, and may accept fees and other consideration from Borrowers forservices in connection herewith and otherwise without having to account for thesame to Lenders.

**9.5.  Lenders’ Representations, Warranties and Acknowledgment.**

(a)   Each Lender represents and warrants that ithas made its own independent investigation of the financial condition andaffairs of Holdings and its Subsidiaries in connection with Credit Extensionshereunder and that it has made and shall continue to make its own appraisal ofthe creditworthiness of Holdings and its Subsidiaries.  No Agent shall have any duty orresponsibility, either initially or on a continuing basis, to make any suchinvestigation or any such appraisal on behalf of Lenders or to provide anyLender with any credit or other information with respect thereto, whethercoming into its possession before the making of the Loans or at any time ortimes thereafter, and no Agent shall have any responsibility with respect tothe accuracy of or the completeness of any information provided to Lenders.

(b)   Each Lender, by delivering its signaturepage to this Agreement or an Assignment Agreement and funding its applicableLoan on the Closing Date, shall be deemed to have acknowledged receipt of, andconsented to and approved, each Credit Document and each other documentrequired to be approved by any Agent, Requisite Lenders or Lenders, asapplicable on the Closing Date.

**9.6.   Right to Indemnity.**  Each Lender, in proportion to its Pro RataShare, severally agrees to indemnify each Agent, to the extent that such Agentshall not have been reimbursed by any Credit Party, for and against any and allliabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses (including counsel fees and disbursements) ordisbursements of any kind or nature whatsoever which may be imposed on,incurred by or asserted against such Agent in exercising its powers, rights andremedies or performing its duties hereunder or under the other Credit Documentsor otherwise in its capacity as such Agent in any way relating to or arising outof this Agreement or the other Credit Documents; provided, no Lendershall be liable for any portion of such liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses or disbursementsresulting from such Agent’s gross negligence or willful misconduct.  If any indemnity furnished to any Agent forany purpose shall, in the opinion of such Agent, be insufficient or becomeimpaired, such Agent may call for additional indemnity and cease, or notcommence, to do the acts indemnified against until such additional indemnity isfurnished; provided, in no event shall this sentence require any Lenderto indemnify any Agent against any liability, obligation, loss, damage,penalty, action, judgment, suit, cost, expense or disbursement in excess ofsuch Lender’s Pro Rata Share thereof; and providedfurther, thissentence shall not be deemed to require any Lender to indemnify any Agentagainst any liability, obligation, loss, damage, penalty, action, judgment,suit, cost, expense or disbursement described in the proviso in the immediatelypreceding sentence.

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**9.7.   Successor Administrative Agent, CollateralAgent, Issuing Bank and Swing Line Lender.**  Administrative Agent may resign at any timeby giving thirty days’ prior written notice thereof to Lenders and Borrowers,and Administrative Agent may be removed at any time with or without cause by aninstrument or concurrent instruments in writing delivered to Borrowers andAdministrative Agent and signed by Requisite Lenders.  Upon any such notice of resignation or anysuch removal, Requisite Lenders shall have the right, with the consent of theBorrowers (such consent to not be unreasonably withheld or delayed), to appointa successor Administrative Agent.  Uponthe acceptance of any appointment as Administrative Agent hereunder by asuccessor Administrative Agent, that successor Administrative Agent shallthereupon succeed to and become vested with all the rights, powers, privilegesand duties of the retiring or removed Administrative Agent and the retiring orremoved Administrative Agent shall promptly (i) transfer to such successorAdministrative Agent all sums, Securities and other items of Collateral heldunder the Collateral Documents, together with all records and other documentsnecessary or appropriate in connection with the performance of the duties ofthe successor Administrative Agent under the Credit Documents, and (ii) executeand deliver to such successor Administrative Agent such amendments to financingstatements, and take such other actions, as may be necessary or appropriate inconnection with the assignment to such successor Administrative Agent of thesecurity interests created under the Collateral Documents, whereupon suchretiring or removed Administrative Agent shall be discharged from its dutiesand obligations hereunder.  After anyretiring or removed Administrative Agent’s resignation or removal hereunder asAdministrative Agent, the provisions of this Section 9 shall inure to itsbenefit as to any actions taken or omitted to be taken by it while it wasAdministrative Agent hereunder.  Anyresignation or removal of GSCP as Administrative Agent pursuant to this Sectionshall also constitute the resignation or removal of GSCP or its successor asCollateral Agent, and any successor Administrative Agent appointed pursuant tothis Section shall, upon its acceptance of such appointment, become thesuccessor Collateral Agent for all purposes hereunder.  Issuing Bank may resign at any time by givingthirty days’ prior written notice thereof to Lenders and Borrowers.  Upon any such notice of resignation or anysuch removal, the Borrowers shall have the right, with the consent of theAdministrative Agent (such consent to not be unreasonably withheld or delayed),to appoint a successor Issuing Bank. Swing Line Lender may resign at any time by giving thirty days’ priorwritten notice thereof to Lenders and Borrowers.  Upon any such notice of resignation or anysuch removal, the Borrowers shall have the right, with the consent of theAdministrative Agent (such consent to not be unreasonably withheld or delayed),to appoint a successor Swing Line Lender. In such event (a) U.S. Borrower shall prepay any outstanding Swing LineLoans made by the retiring Swing Line Lender, (b) upon such prepayment, theretiring Swing Line Lender shall surrender any Swing Line Note held by it toU.S. Borrower for cancellation, and (c) U.S. Borrower shall issue, if sorequested by successor Swing Line Lender, a new Swing Line Note to thesuccessor Swing Line Lender, in the principal amount of the Swing Line LoanSublimit then in effect and with other appropriate insertions.

**9.8.  Collateral Documents and Guaranty.**

(a)   Agents under Collateral Documents andGuaranty.  Each Secured Party herebyfurther authorizes Administrative Agent, Collateral Agent, on behalf of and forthe benefit of the Secured Parties, to be the agent for and representative ofSecured Parties with respect to the Guaranty, the Collateral and the CollateralDocuments and each Secured Party 

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agrees to be bound by the terms of theCollateral Documents; provided that neither Administrative Agent norCollateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care,duty of disclosure or any other obligation whatsoever to any holder ofObligations with respect to any Hedge Agreement.  Subject to Section 11.5, without furtherwritten consent or authorization from any Secured Party, Administrative Agentor Collateral Agent may execute any documents or instruments necessary to (i)in connection with a sale or disposition of assets or the granting of Lienspermitted by this Agreement, release any Lien encumbering any item ofCollateral that is the subject of such sale or other disposition of assets orto which Requisite Lenders (or such other Lenders as may be required to givesuch consent under Section 11.5) have otherwise consented or (ii) releaseany Guarantor from the Guaranty pursuant to Section 7.12 or with respect towhich Requisite Lenders (or such other Lenders as may be required to give suchconsent under Section 11.5) have otherwise consented.

(b)   Right to Realize on Collateral andEnforce Guaranty.  Anything containedin any of the Credit Documents to the contrary notwithstanding, Borrowers,Administrative Agent, Collateral Agent and each Secured Party hereby agree that(i) no Secured Party shall have any right individually to realize upon anyof the Collateral or to enforce the Guaranty, it being understood and agreedthat all powers, rights and remedies hereunder may be exercised solely byAdministrative Agent, on behalf of the Secured Parties in accordance with theterms hereof and all powers, rights and remedies under the Collateral Documentsmay be exercised solely by Collateral Agent, and (ii) in the event of a foreclosureby Collateral Agent, on any of the Collateral pursuant to a public or privatesale or other disposition, Collateral Agent or any Secured Party may be thepurchaser or licensor of any or all of such Collateral at any such sale ordisposition and Collateral Agent, as agent for and representative of SecuredParties (but not any Lender or Lenders in its or their respective individualcapacities unless Requisite Lenders shall otherwise agree in writing) shall beentitled, for the purpose of bidding and making settlement or payment of thepurchase price for all or any portion of the Collateral sold at any such publicsale, to use and apply any of the Obligations as a credit on account of thepurchase price for any collateral payable by Collateral Agent, at such sale orother disposition.

(c)   Rights under Hedge Agreements. NoHedge Agreement will create (or be deemed to create) in favor of any LenderCounterparty that is a party thereto any rights in connection with themanagement or release of any Collateral or of the obligations of any Guarantorunder the Credit Documents except as expressly provided in Section 11.5(c)(v)of this Agreement and Section 7.2 of the Pledge and Security Agreement.

(d)   Acknowledgment of Dutch CollateralDocuments.  Eachof the parties hereto agrees to and acknowledges the provisions set forth inclause 2 or clause 3 (as applicable) (Covenant to Pay) of the Dutch CollateralDocuments.

**9.9.   Collateral Agent.**  Without prejudice to the foregoing, each ofthe Lenders hereby acknowledges that the Collateral Agent holds the Collateralof the Foreign Guarantors as trustee for and on behalf of the Secured Partiesin accordance with the terms of the declaration of trust set out in each U.K.Security Agreement and that the terms of its appointment, and such trust, shallbe as set out (or referred to) in each such U.K. Security Agreement.

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**9.10.   Withholding Tax.**  To the extent required by any applicable law,the Administrative Agent may withhold from any interest payment to any Lenderan amount equivalent to any applicable withholding tax.  If the Internal Revenue Service or any otherGovernmental Authority asserts a claim that the Administrative Agent did notproperly withhold tax from amounts paid to or for the account of any Lenderbecause the appropriate form was not delivered or was not properly executed orbecause such Lender failed to notify the Administrative Agent of a change incircumstance that rendered the exemption from, or reduction of, withholding taxineffective or for any other reason, such Lender shall indemnify theAdministrative Agent fully for all amounts paid, directly or indirectly, by theAdministrative Agent as tax or otherwise, including any penalties or interestand together with all expenses (including legal expenses, allocated internalcosts and out-of-pocket expenses) incurred.

**SECTION10.   DEBT ALLOCATION MECHANISM**

**10.1.   Implementation of DAM.**

(a)   On the DAM Exchange Date, (i) theCommitments shall automatically and without further act be terminated asprovided in Section 8 of this Agreement, (ii) the Lenders shallautomatically and without further action (and without regard to the provisionsof Section 11.6 of this Agreement) be deemed to have exchanged interests in theLoans such that in lieu of the interest of each Lender in each Loan in which itshall participate as of such date (including such Lender’s interest in theObligations of each Credit Party in respect of each such Loan), such Lendershall hold an interest in every one of the Loans including the Obligations ofeach Credit Party in respect of each such Loan, whether or not such Lendershall previously have participated therein, equal to such Lender’s DAMPercentage thereof and (iii) simultaneously with the deemed exchange ofinterests pursuant to clause (ii) above, in the case of any DAM Dollar Lenderthat has prior to the date thereof notified the Administrative Agent and theU.S. Borrower in writing that it has elected to have this clause (iii) apply toit, the interests in the Loans to be received by such DAM Dollar Lender in suchdeemed exchange shall, automatically and with no further action required, beconverted into the Dollars, determined using the Spot Exchange Rate calculatedas of such date, of such amount and on and after such date all amounts accruingand owed to such DAM Dollar Lender in respect of such Obligations shall accrueand be payable in Dollars at the rate otherwise applicable hereunder, providedthat such DAM Exchange will not affect the aggregate amount of the Obligationsof the Borrowers to the Lenders under the Credit Documents.  Each Lender hereby consents and agrees to theDAM Exchange and agrees that the DAM Exchange shall be binding upon itssuccessors and assigns and any person that acquires a participation in itsinterests in any Loan.  Each Lenderagrees to surrender any promissory notes originally received by it in connectionwith its Loans to Administrative Agent against delivery of new promissory notesevidencing its interests in the Loans after giving effect to the DAM Exchange.

(b)   As a result of the DAM Exchange, upon andafter the DAM Exchange Date, each payment received by the Administrative Agentpursuant to any Credit Document in respect of the Obligations, and eachdistribution made by the Administrative Agent pursuant to any Credit Documentin respect of the Obligations, shall be distributed to the 

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Lenders pro rata in accordance with theirrespective DAM Percentages.  Any directpayment received by a Lender upon or after the DAM Exchange Date, including byway of setoff, in respect of an Obligation shall be paid over to theAdministrative Agent for distribution to the Lenders in accordance herewith.

**10.2.  Letters of Credit.**

(a)   In the event that on the DAM Exchange Dateany Letter of Credit shall be outstanding and undrawn in whole or in part, orany amount drawn under a Letter of Credit shall not have been reimbursed to theIssuing Bank (“**Unpaid Drawings**”),each Revolving Lender in respect of Unpaid Drawings on Letters of Credit shall,before giving effect to the DAM Exchange, promptly pay over to theAdministrative Agent, in immediately available funds and in the currency thatsuch Letters of Credit are denominated, an amount equal to such Lender’s ProRata Share of the Revolving Commitment (as notified to such Lender by theAdministrative Agent), of such Letter of Credit’s undrawn face amount or (to theextent it has not already done so) such Letter of Credit’s Unpaid Drawing, asthe case may be, together with interest thereon from the DAM Exchange Date tothe date on which such amount shall be paid to the Administrative Agent at therate that would be applicable at the time to a Revolving Loan that is a BaseRate Loan in a principal amount equal to such amount, as the case may be.  The Administrative Agent shall establish aseparate account or accounts for each Lender (each, an **“L/C Reserve Account”**) for the amountsreceived with respect to each such Letter of Credit pursuant to the precedingsentence.  The Administrative Agent shalldeposit in each Lender’s L/C Reserve Account such Lender’s DAM Percentage ofthe amounts received from the Lenders as provided above.  The Administrative Agent shall have soledominion and control over each L/C Reserve Account, and the amounts depositedin each L/C Reserve Account shall be held in such L/C Reserve Account untilwithdrawn as provided in paragraph (b), (c), (d) or (e) below.  The Administrative Agent shall maintainrecords enabling it to determine the amounts paid over to it and deposited inthe L/C Reserve Accounts in respect of each Letter of Credit and the amounts ondeposit in respect of each Letter of Credit attributable to each Lender’s DAMPercentage.  The amounts held in eachLender’s L/C Reserve Account shall be held as a reserve against the Letter ofCredit Exposure, shall be the property of such Lender, shall not constituteLoans to or give rise to any claim of or against any Credit Party and shall notgive rise to any obligation on the part of the Borrowers to pay interest tosuch Lender, it being agreed that the reimbursement obligations in respect ofLetters of Credit shall arise only at such times as drawings are madethereunder, as provided in Section 2.

(b)   In the event that after the DAM ExchangeDate any drawing shall be made in respect of a Letter of Credit, theAdministrative Agent shall, at the request of the Issuing Bank withdraw fromthe L/C Reserve Account of each Lender any amounts, up to the amount of suchLender’s DAM Percentage of such drawing, deposited in respect of such Letter ofCredit and remaining on deposit and deliver such amounts to such Issuing Bankin satisfaction of the reimbursement obligations of the Lenders under Section 2(but not of the Borrowers).  In the eventany Lender shall default on its obligation to pay over any amount to theAdministrative Agent in respect of any Letter of Credit as provided in thisSection 10.2, such Issuing Bank shall, in the event of a drawing thereunder,have a claim against such Lender to the same extent as if such Lender haddefaulted on its obligations under Section 

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2.23, but shall have no claim against anyother Lender in respect of such defaulted amount, notwithstanding the exchangeof interests in the reimbursement obligations pursuant to Section 10.1.  Each other Lender shall have a claim againstsuch defaulting Lender for any damages sustained by it as a result of suchdefault, including, in the event such Letter of Credit shall expire undrawn,its DAM Percentage of the defaulted amount.

(c)   In the event that after the DAM ExchangeDate any Letter of Credit shall expire undrawn, the Administrative Agent shallwithdraw from the L/C Reserve Account of each Lender the amount remaining ondeposit therein in respect of such Letter of Credit and distribute such amountto such Lender.

(d)   With the prior written approval of theAdministrative Agent and the Issuing Bank, any Lender may withdraw the amountheld in its L/C Reserve Account in respect of the undrawn amount of any Letterof Credit.  Any Lender making such awithdrawal shall be unconditionally obligated, in the event there shallsubsequently be a drawing under such Letter of Credit, to pay over to theAdministrative Agent, for the account of such Issuing Bank on demand, its DAMPercentage of such drawing.

(e)   Pending the withdrawal by any Lender of anyamounts from its L/C Reserve Account as contemplated by the above paragraphs,the Administrative Agent will, at the direction of such Lender and subject tosuch rules as the Administrative Agent may prescribe for the avoidance ofinconvenience, invest such amounts in Cash Equivalents (other than CashEquivalents referred to in the proviso of the definition thereof).  Each Lender that has not withdrawn theamounts in its L/C Reserve Account as provided in paragraph (d) above shallhave the right, at intervals reasonably specified by the Administrative Agent,to withdraw the earnings on investments so made by the Administrative Agentwith amounts in its L/C Reserve Account and to retain such earnings for its ownaccount.

**10.3.   Net Payments Upon Implementation of DAMExchange.** Notwithstanding any other provision of this Agreement, if, as a directresult of the implementation of the DAM Exchange, the Borrowers are required bylaw to make any deduction or withholding on account of any Tax (other than aTax on the overall net income) from amounts payable to the Agents, any Lenderor any Participant hereunder, (i) the amounts so payable to the Agents, suchLender or such Participant shall be increased to the extent necessary to yieldto the Agents, such Lender or such Participant (after payment of all suchTaxes) interest or any such other amounts payable hereunder at the rates or inthe amounts specified in this Agreement and (ii) within thirty days afterpaying any sum from which it is required by law to make any deduction orwithholding, and within thirty days after the due date of payment of any Taxthat it is required to pay with respect to such deduction or withholding, theapplicable Borrower shall deliver to the Administrative Agent evidencesatisfactory to the other affected parties of such deduction, withholding orpayment and of the remittance thereof to the relevant taxing or otherauthority; provided, however, that the Borrowers shall not berequired to increase any such amounts payable to such Lender or Participantunder this Section 10.3 (but, rather, shall be required to increase any suchamounts payable to such Lender or Participant to the extent required by Section2.20) if such Lender or Participant was prior to or on the DAM Exchange Datealready a Lender or Participant with respect to such Borrower.  If a Non-US Lender (or Non-US Participant),in its good faith judgment, is eligible for an exemption from, or reduced rateof, U.S. Federal withholding tax on 

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payments by the U.S.Borrower under this Agreement such Non-US Lender (or Non-US Participant) shallcomply with the requirements of paragraph (d) of Section 2.20, as soon aspracticable.  The U.S. Borrower shall notbe required to increase any such amounts payable to such Non-US Lender (orNon-US Participant) to the extent of any U.S. withholding tax resulting fromthe failure by such Non-US Lender (or Non-US Participant) to comply with therequirements of paragraph (d) of Section 2.20 when such Non-US Lender (orNon-US Participant) was able to do so. If the U.S. Borrower or the Euro Borrowers, as the case may be, fails topay any such Taxes that it is required to pay with respect to such deduction orwithholding when due to the appropriate taxing authority or fails to remit tothe Administrative Agent the required receipts or other required documentaryevidence, such Borrower shall indemnify the Agents, the Lenders and theParticipants for any incremental taxes, interest, costs or penalties that maybecome payable by the Agents, such Lenders or such Participants as a result ofany such failure.

**SECTION11.   MISCELLANEOUS**

**11.1.  Notices.**

(a)   Notices Generally.  Any notice or other communication hereinrequired or permitted to be given to a Credit Party, Syndication Agent,Collateral Agent, Administrative Agent, Swing Line Lender, Issuing Bank orDocumentation Agent, shall be sent to such Person’s address as set forth onAppendix B or in the other relevant Credit Document, and in the case of anyLender, the address as indicated on Appendix B or otherwise indicated toAdministrative Agent in writing.  Except asotherwise set forth in paragraph (b) below, each notice hereunder shall be inwriting and may be personally served, telexed or sent by telefacsimile orUnited States mail or courier service and shall be deemed to have been givenwhen delivered in person or by courier service and signed for against receiptthereof, upon receipt of telefacsimile or telex, or three Business Days afterdepositing it in the United States mail with postage prepaid and properlyaddressed; provided, no notice to any Agent shall be effective untilreceived by such Agent; providedfurther, any such notice orother communication shall at the request of the Administrative Agent beprovided to any sub-agent appointed pursuant to Section 9.3(c) hereto asdesignated by the Administrative Agent from time to time.

(b)   Electronic Communications.

(i)   Notices and other communications to theLenders and the Issuing Bank hereunder may be delivered or furnished byelectronic communication (including e-mail and Internet or intranetwebsites, including the Platform) pursuant to procedures approved byAdministrative Agent, provided that the foregoing shall not apply tonotices to any Lender or the Issuing Bank pursuant to Section 2 if such Lenderor the Issuing Bank, as applicable, has notified Administrative Agent that itis incapable of receiving notices under such Section by electroniccommunication.  Administrative Agent orBorrowers may, in their discretion, agree to accept notices and othercommunications to it hereunder by electronic communications pursuant toprocedures approved by it, provided that approval of such procedures maybe limited to particular notices or communications.  Unless Administrative Agent otherwiseprescribes, (i) notices and other 

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communications sent to an e-mail addressshall be deemed received upon the sender’s receipt of an acknowledgement fromthe intended recipient (such as by the “return receipt requested” function, asavailable, return e-mail or other written acknowledgement), providedthat if such notice or other communication is not sent during the normalbusiness hours of the recipient, such notice or communication shall be deemedto have been sent at the opening of business on the next Business Day for therecipient, and (ii) notices or communications posted to an Internet or intranetwebsite shall be deemed received upon the deemed receipt by the intendedrecipient at its e-mail address as described in the foregoing clause (i) ofnotification that such notice or communication is available and identifying thewebsite address therefor.

(ii)   Each Credit Party understands that thedistribution of material through an electronic medium is not necessarily secureand that there are confidentiality and other risks associated with suchdistribution and agrees and assumes the risks associated with such electronicdistribution, except to the extent caused by the willful misconduct or grossnegligence of Administrative Agent.

(iii)   The Platform and any Approved ElectronicCommunications are provided “as is” and “as available”.  None of the Agents or any of their respectiveofficers, directors, employees, agents, advisors or representatives (the **“Agent Affiliates”**) warrant the accuracy,adequacy, or completeness of the Approved Electronic Communications or thePlatform and each expressly disclaims liability for errors or omissions in thePlatform and the Approved Electronic Communications.  No warranty of any kind, express, implied orstatutory, including any warranty of merchantability, fitness for a particularpurpose, non-infringement of third party rights or freedom from viruses orother code defects is made by the Agent Affiliates in connection with thePlatform or the Approved Electronic Communications.

(iv)   Each of the Credit Parties, the Lenders, theIssuing Banks and the Agents agree that Administrative Agent may, but shall notbe obligated to, store any Approved Electronic Communications on the Platformin accordance with Administrative Agent’s customary document retentionprocedures and policies.

**11.2.   Expenses.**  On and afterthe Closing Date, Borrowers agrees to pay promptly (a) all the actual andreasonable out-of-pocket costs and expenses of preparation of the CreditDocuments and any consents, amendments, waivers or other modifications thereto;(b) all the costs of furnishing all opinions by counsel for Borrowers and theother Credit Parties; (c) the reasonable and actual out-of-pocket fees,expenses and disbursements of counsel to Agents in connection with thenegotiation, preparation, execution and administration of the Credit Documentsand any consents, amendments, waivers or other modifications thereto and anyother documents or matters requested by Borrowers including one additional foreach; (d) all the actual costs and reasonable expenses of creating, perfectingand recording Liens in favor of Collateral Agent, for the benefit of theSecured Parties pursuant hereto, including filing, registration and recordingfees, expenses and taxes, stamp or documentary taxes, search fees, titleinsurance premiums, notarial and translation costs and reasonable fees,expenses and disbursements of counsel to each Agent and of counsel providingany opinions that any Agent or Requisite Lenders may reasonably request inrespect of the Collateral or the Liens created pursuant to the 

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Collateral Documents; (e)all the actual out-of-pocket costs and reasonable fees, expenses anddisbursements of any auditors, accountants, consultants or appraisers; (f) allthe actual out-of-pocket costs and reasonable expenses (including thereasonable out-of-pocket fees, expenses and disbursements of any appraisers,consultants, advisors and agents employed or retained by Collateral Agent inaccordance with the terms of the Credit Documents, and its counsel) inconnection with the custody or preservation of any of the Collateral; (g) allother actual out-of-pocket and reasonable costs and expenses incurred by eachAgent in connection with the syndication of the Loans and Commitments and thenegotiation, preparation and execution of the Credit Documents and anyconsents, amendments, waivers or other modifications thereto and thetransactions contemplated thereby; and (h) after the occurrence of a Default oran Event of Default, all costs and expenses, including reasonable out-of-pocketattorneys’ fees, notarial and translation costs and costs of settlement,incurred by any Agent and Lenders in preserving or enforcing any Obligations ofor in collecting any payments due from any Credit Party hereunder or under theother Credit Documents by reason of such Default or Event of Default (includingin connection with the sale, lease or license of, collection from, or otherrealization upon any of the Collateral or the enforcement of the Guaranty) orin connection with any refinancing or restructuring of the credit arrangementsprovided hereunder in the nature of a “work-out” or pursuant to anyinsolvency or bankruptcy cases or proceedings; provided, that, Borrowersshall only be responsible to reimburse one counsel to Administrative Agent, onecounsel to Documentation Agent, one local counsel in each relevant jurisdictionin which Holdings or any of its Subsidiaries is organized as deemed reasonablenecessary by the Administrative Agent and, with respect to clause (h), onecounsel to Lenders (unless any Lender have been advised by counsel that thereis an actual or reasonable likelihood of conflict of interest in which casesuch Lender affected thereby may retain its own counsel); provided, further,that, with respect to the Documentation Agent, the reimbursement obligation inclauses (a) and (c) shall only apply to the extent incurred after December 21,2005.

**11.3.  Indemnity.**

(a)   In addition to the payment of expensespursuant to Section 11.2, each Credit Party agrees to defend (subject toIndemnitees’ selection of counsel), indemnify, pay and hold harmless, eachAgent and Lender and the officers, partners, members, directors, trustees,advisors, employees, agents, sub-agents and Affiliates of each Agent and eachLender (each, an **“Indemnitee”**), from and against any and all Indemnified Liabilities; provided,no Credit Party shall have any obligation to any Indemnitee hereunder withrespect to any Indemnified Liabilities to the extent such IndemnifiedLiabilities arise from the gross negligence, bad faith or willful misconduct ofthat Indemnitee or its officers, partners, members, directors, trustees,advisors, employees, agents, sub-agents and Affiliates of each Agent and eachLender; providedfurther, that Euro Borrowers and any ForeignSubsidiary shall not be liable for any Indemnified Liabilities pursuant to thisSection 11.3 attributable to the U.S. Borrower or any Domestic Subsidiary.  To the extent that the undertakings todefend, indemnify, pay and hold harmless set forth in this Section 11.3 may beunenforceable in whole or in part because they are violative of any law orpublic policy, the applicable Credit Party shall contribute the maximum portionthat it is permitted to pay and satisfy under applicable law to the payment andsatisfaction of all Indemnified Liabilities incurred by Indemnitees or any ofthem.

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(b)   To the extent permitted by applicable law,no Credit Party shall assert, and each Credit Party hereby waives, any claimagainst each Lender, each Agent and their respective Affiliates, directors, employees,attorneys, agents or sub-agents, on any theory of liability, for special,indirect, consequential or punitive damages (as opposed to direct or actualdamages) (whether or not the claim therefor is based on contract, tort or dutyimposed by any applicable legal requirement) arising out of, in connectionwith, arising out of, as a result of, or in any way related to, this Agreementor any Credit Document or any agreement or instrument contemplated hereby orthereby or referred to herein or therein, the transactions contemplated herebyor thereby, any Loan or the use of the proceeds thereof or any act or omissionor event occurring in connection therewith, and each Credit Party herebywaives, releases and agrees not to sue upon any such claim or any such damages,whether or not accrued and whether or not known or suspected to exist in itsfavor.

**11.4.   Set-Off.**  In addition toany rights now or hereafter granted under applicable law and not by way oflimitation of any such rights, upon the occurrence of any Event of Default eachLender is hereby authorized by each Credit Party at any time or from time totime subject to the consent of Administrative Agent (such consent not to beunreasonably withheld or delayed), without notice to any Credit Party or to anyother Person (other than Administrative Agent), any such notice being herebyexpressly waived, to set off and to appropriate and to apply any and alldeposits (general or special, including Indebtedness evidenced by certificatesof deposit, whether matured or unmatured, but not including trust accounts) andany other Indebtedness at any time held or owing by such Lender to or for thecredit or the account of any Credit Party against and on account of theobligations and liabilities of any Credit Party to such Lender hereunder, theLetters of Credit and participations therein and under the other CreditDocuments, including all claims of any nature or description arising out of orconnected hereto, the Letters of Credit and participations therein or with anyother Credit Document, irrespective of whether or not (a) such Lender shallhave made any demand hereunder or (b) the principal of or the interest on theLoans or any amounts in respect of the Letters of Credit or any other amountsdue hereunder shall have become due and payable pursuant to Section 2 andalthough such obligations and liabilities, or any of them, may be contingent orunmatured.

**11.5.  Amendments and Waivers.**

(a)   Requisite Lenders’ Consent.  Subject to the additional requirements of Sections11.5(b) and 11.5(c), no amendment, modification, termination or waiver of anyprovision of the Credit Documents, or consent to any departure by any CreditParty therefrom, shall in any event be effective without the writtenconcurrence of the Requisite Lenders; provided, that any amendment,modification, termination or waiver of theterms of Section 6.8(b), Section 6.8(e) and the related definitionsshall be effective upon the written consent of the Requisite Revolving Lendersonly (or the Administrative Agent with the prior written consent thereof) andshall not require the consent of Lenders holding Term Loans; provided, further,that Administrative Agent may, with the consent of Borrower only, amend, modifyor supplement this Agreement to cure any ambiguity, omission, defect orinconsistency, so long as such amendment, modification or supplement does notadversely affect the rights of any Lender or Issuing Bank..

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(b)   All Lenders’ Consent.  Without the written consent of each Lender(other than a Defaulting Lender) that would be directly affected thereby, noamendment, modification, termination, or consent shall be effective if theeffect thereof would:

(i)   extend the scheduled final maturity of anyLoan or Note or the term of any Commitment;

(ii)   waive, reduce or postpone any scheduledrepayment or prepayment;

(iii)   extend the stated expiration date of anyLetter of Credit beyond the Revolving Commitment Termination Date;

(iv)   reduce the rate of interest on any Loan orany fee or any premium payable under the Credit Documents;

(v)   extend the time for payment of any suchinterest or fees, or any other amount due under the Credit Documents;

(vi)   reduce the principal amount of any Loan orany reimbursement obligation in respect of any Letter of Credit;

(vii)   amend, modify, terminate or waive anyprovision of Section 2.13(b)(ii), Section 10, this Section 11.5(b), Section11.5(c) or any other provision of this Agreement that expressly provides thatthe consent of all Lenders is required;

(viii)   amend the definition of **“Requisite Lenders**,**” “Requisite Revolving Lenders”**or**“Pro Rata Share”**;****provided, with the consent of RequisiteLenders or Requisite Revolving Lenders, as applicable, additional extensions ofcredit pursuant hereto may be included in the determination of **“Requisite Lenders”**or **“****Requisite Revolving Lenders**,**”**as applicable, or**“Pro Rata Share”** on substantially the same basis as the Term LoanCommitments, the Term Loans, the Revolving Commitments and the Revolving Loansare included on the Closing Date;

(ix)   release all or any material part of theCollateral, or change in the nature or scope of a material part of theCollateral, or release any of the Guarantors from the Guaranty, in each caseexcept as expressly provided in the Credit Documents; or

(x)   consent to the assignment or transfer by anyCredit Party of any of its rights and obligations under any Credit Document.

(c)   Other Consents.  No amendment, modification, termination orwaiver of any provision of the Credit Documents, or consent to any departure byany Credit Party therefrom, shall:

(i)   increase any Revolving Commitment of anyLender over the amount thereof then in effect without the consent of suchLender; provided, no amendment, modification or waiver of any conditionprecedent, covenant, Default or Event of Default shall constitute an increasein any Revolving Commitment of any Lender;

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(ii)   amend, modify, terminate or waive anyprovision hereof relating to the Swing Line Sublimit or the Swing Line Loans withoutthe consent of Swing Line Lender;

(iii)   alter the required application of anyrepayments or prepayments as between Classes pursuant to Section 2.15 withoutthe consent of Lenders holding more than 50% of the aggregate Domestic TrancheC Term Loan Exposure of all Lenders, European Term Loan Exposure of allLenders, Domestic Revolving Exposure of all Lenders or European RevolvingExposure of all Lenders, as applicable, of each Class which is being allocateda lesser repayment or prepayment as a result thereof;

(iv)   amend, modify, terminate or waive anyobligation of Lenders relating to the purchase of participations in Letters ofCredit as provided in Section 2.4(e) without the written consent ofAdministrative Agent and of Issuing Bank or amend, modify, terminate or waiveany material provisions of this Agreement relating to Letters of Credit withoutthe consent of the Issuing Bank;

(v)   amend, modify or waive this Agreement or thePledge and Security Agreement so as to alter the ratable treatment ofObligations arising under the Credit Documents and Obligations arising underHedge Agreements or the definition of “Lender Counterparty,” “Hedge Agreement,”“Obligations,” or “Secured Obligations” in each case in a manner adverse to anyLender Counterparty with Obligations then outstanding without the writtenconsent of any such Lender Counterparty; or

(vi)   amend, modify, terminate or waive anyprovision of Section 9 as the same applies to any Agent, or any other provisionhereof as the same applies to the rights or obligations of any Agent, in eachcase without the consent of such Agent.

(d)   Execution of Amendments, etc.  Administrative Agent may, but shall have noobligation to, with the concurrence of any Lender, execute amendments,modifications, waivers or consents on behalf of such Lender.  Any waiver or consent shall be effective onlyin the specific instance and for the specific purpose for which it wasgiven.  No notice to or demand on anyCredit Party in any case shall entitle any Credit Party to any other or furthernotice or demand in similar or other circumstances.  Any amendment, modification, termination,waiver or consent effected in accordance with this Section 11.5 shall bebinding upon each Lender at the time outstanding, each future Lender and, ifsigned by a Credit Party, on such Credit Party.

**11.6.  Successors and Assigns; Participations.**

(a)   Generally.  This Agreement shall be binding upon theparties hereto and their respective successors and assigns and shall inure tothe benefit of the parties hereto and the successors and assigns ofLenders.  No Credit Party’s rights orobligations hereunder nor any interest therein may be assigned or delegated byany Credit Party without the prior written consent of all Lenders.  Nothing in this Agreement, expressed orimplied, shall be construed to confer upon any Person (other than the partieshereto, their respective successors and assigns permitted hereby and, to theextent expressly contemplated hereby, Affiliates of 

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each of the Agents and Lenders) any legal orequitable right, remedy or claim under or by reason of this Agreement.

(b)   Register.  Borrowers, Administrative Agent and Lendersshall deem and treat the Persons listed as Lenders in the Register as theholders and owners of the corresponding Commitments and Loans listed thereinfor all purposes hereof, and no assignment or transfer of any such Commitmentor Loan shall be effective, in each case, unless and until recorded in theRegister following receipt of an Assignment Agreement effecting the assignmentor transfer thereof, in each case, as provided in Section 11.6(d).  Each assignment shall be recorded in theRegister on the Business Day the Assignment Agreement is received by the AdministrativeAgent, if received by 12:00 noon Local Time, and on the following Business Dayif received after such time, prompt notice thereof shall be provided toBorrowers and a copy of such Assignment Agreement shall be maintained, asapplicable.  The date of such recordationof a transfer shall be referred to herein as the **“Assignment Effective Date.”** Any request, authority or consent of any Person who, at the time ofmaking such request or giving such authority or consent, is listed in theRegister as a Lender shall be conclusive and binding on any subsequent holder,assignee or transferee of the corresponding Commitments or Loans.

(c)   Right to Assign.  Each Lender shall have the right at any timeto sell, assign or transfer all or a portion of its rights and obligationsunder this Agreement, including, without limitation, all or a portion of itsCommitment or Loans owing to it or other Obligations (provided, however,that pro rata assignments shall not be required and each assignment shall be ofa uniform, and not varying, percentage of all rights and obligations under andin respect of any Loan and any related Commitments; provided*,*further*,*however,that each assignment of the European Term Loans shall be of a uniform, and notvarying, percentage of all rights and obligations under and in respect of theEuropean Term Loans, it being understood, for the avoidance of doubt, that theEuropean Term Loan Commitments, and the European Term Loans made thereunder,constitute a single Loan hereunder and in no event shall any assignmentpursuant to this Section 11.6(c) be in an aggregate amount of less than €50,000or the Dollar Equivalent thereof, unless the assignee represents and warrantsto and for the benefit of the Borrowers that it qualifies as a professionalmarket party (*professionele marktpartij*) asdefined in the Dutch Financial Supervision Act (*Wet op hetfinancieel toezicht*)):

(i)   to any Person meeting the criteria of clause(i) of the definition of the term of “Eligible Assignee” upon the giving ofnotice to Borrowers and Administrative Agent; and

(ii)   to any Person meeting the criteria of clause(ii) of the definition of the term of “Eligible Assignee” upon giving of noticeto Borrowers and Administrative Agent and, in the case of assignments ofRevolving Loans or Revolving Commitments to any such Person (except in the caseof assignments made by or to GSCP or CUSA), consented to by Borrowers andAdministrative Agent (such consent not to be (x) unreasonably withheld ordelayed or, (y) in the case of Borrowers, required at any time an Event ofDefault shall have occurred and then be continuing); provided, each suchassignment pursuant to this Section 11.6(c)(ii) shall be in an aggregate amountof 

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not less than (A) $5,000,000 or, with respectto European Revolving Loans, the Dollar Equivalent thereof (or such lesseramount as may be agreed to by Borrowers and Administrative Agent or as shallconstitute the aggregate amount of the Revolving Commitments and RevolvingLoans of the assigning Lender) with respect to the assignment of the RevolvingCommitments and Revolving Loans and (B) $500,000 or, with respect to theEuropean Term Loans, the Dollar Equivalent thereof (or such lesser amount asmay be agreed to by Borrowers and Administrative Agent or as shall constitutethe aggregate amount of the Term Loans of the assigning Lender) with respect tothe assignment of Term Loans and contemporaneous assignments to or by more thanone Related Fund will be treated as one assignment for this purpose.

(d)   Mechanics.  Subject to the other requirements of thisSection 11.6, assignments and assumptions of Term Loans shall only be effectedby manual execution and delivery to the Administrative Agent of an AssignmentAgreement.  Assignments and assumptionsof Revolving Loans and Revolving Commitments shall only be effected by manualexecution and delivery to the Administrative Agent of an AssignmentAgreement.  Assignments made pursuant tothe foregoing provision shall be effective as of the Assignment Effective Date.  In connection with all assignments thereshall be delivered to Administrative Agent such forms, certificates or otherevidence, if any, (i) with respect to United States federal income taxwithholding matters as the assignee under such Assignment Agreement may berequired to deliver pursuant to Section 2.20(d), and (ii) non-U.S.withholding tax under the law of the jurisdiction in which each applicable EuroBorrower is located, or any treaty to which such jurisdiction is a party, asthe assignee under such Assignment Agreement may be required to deliverpursuant to Section 2.20(e), in each case, together with payment to theAdministrative Agent of a registration and processing fee of $3,500 (exceptthat (i) no such registration and processing fee shall be payable (y) inconnection with an assignment by or to GSCP or any Affiliate thereof or (z) inthe case of an Assignee which is already a Lender or is an Affiliate or RelatedFund of a Lender or a Person under common management with a Lender and (ii)only one such registration and processing fee shall be payable forcontemporaneous assignments to or by more than one Related Fund).

(e)   Representations and Warranties ofAssignee.  Each Lender, uponexecution and delivery hereof or upon succeeding to an interest in theCommitments and Loans, as the case may be, represents and warrants as of theEffective Date or as of the Assignment Effective Date that (i) it is anEligible Assignee; (ii) it has experience and expertise in the making of orinvesting in commitments or loans such as the applicable Commitments or Loans,as the case may be; and (iii) it will make or invest in, as the case may be,its Commitments or Loans for its own account in the ordinary course and withouta view to distribution of such Commitments or Loans in violation of the SecuritiesAct or the Exchange Act or other federal securities laws (it being understoodthat, subject to the provisions of this Section 11.6, the disposition of suchCommitments or Loans or any interests therein shall at all times remain withinits exclusive control).

(f)   Effectof Assignment.  Subject to the termsand conditions of Section 2.20 and this Section 11.6, as of the “AssignmentEffective Date” (i) the assignee thereunder shall have the rights andobligations of a “Lender” hereunder to the extent of its interest in the Loansand Commitments as reflected in the Register and shall thereafter be a partyhereto

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and a “Lender” for all purposes hereof; (ii) the assigning Lenderthereunder shall, to the extent that rights and obligations hereunder have beenassigned to the assignee, relinquish its rights (other than any rights whichsurvive the termination hereof under Section 11.8) and be released from itsobligations hereunder (and, in the case of an assignment covering all or theremaining portion of an assigning Lender’s rights and obligations hereunder,such Lender shall cease to be a party hereto on the Assignment Effective Date; provided,anything contained in any of the Credit Documents to the contrarynotwithstanding, (y) Issuing Bank shall continue to have all rights andobligations thereof with respect to such Letters of Credit until thecancellation or expiration of such Letters of Credit and the reimbursement ofany amounts drawn thereunder and (z) such assigning Lender shall continue to beentitled to the benefit of all indemnities hereunder as specified herein withrespect to matters arising out of the prior involvement of such assigningLender as a Lender hereunder); (iii) the Commitments shall be modified toreflect any Commitment of such assignee and any Revolving Commitment of suchassigning Lender, if any; and (iv) if any such assignment occurs after theissuance of any Note hereunder, the assigning Lender shall, upon theeffectiveness of such assignment or as promptly thereafter as practicable,surrender its applicable Notes to Administrative Agent for cancellation, andthereupon applicable Borrower shall issue and deliver new Notes, if sorequested by the assignee and/or assigning Lender, to such assignee and/or tosuch assigning Lender, with appropriate insertions, to reflect the newRevolving Commitments and/or outstanding Loans of the assignee and/or theassigning Lender.

(g)   Participations.  Each Lender shall have the right at any timeto sell one or more participations to any Person (each such Person, a **“Participant”**) (other than Holdings, any of its Subsidiariesor any of its Affiliates) in all or any part of its Commitments, Loans or inany other Obligation.  The holder of anysuch participation, other than an Affiliate of the Lender granting suchparticipation, shall not be entitled to require such Lender to take or omit totake any action hereunder except with respect to any amendment, modification orwaiver that would (i) extend the final scheduled maturity of any Loan,Note or Letter of Credit (unless such Letter of Credit is not extended beyondthe Revolving Commitment Termination Date) in which such participant isparticipating, or reduce the rate or extend the time of payment of interest orfees thereon (except in connection with a waiver of applicability of any post-defaultincrease in interest rates) or reduce the principal amount thereof, or increasethe amount of the participant’s participation over the amount thereof then ineffect (it being understood that a waiver of any Default or Event of Default orof a mandatory reduction in the Commitment shall not constitute a change in theterms of such participation, and that an increase in any Commitment or Loanshall be permitted without the consent of any participant if the participant’sparticipation is not increased as a result thereof), (ii) consent to theassignment or transfer by any Credit Party of any of its rights and obligationsunder this Agreement or (iii) release all or substantially all of theCollateral under the Collateral Documents (except as expressly provided in theCredit Documents) supporting the Loans hereunder in which such participant isparticipating.  Each Borrower agrees thateach participant shall be entitled to the benefits of Sections 2.18(c), 2.19and 2.20 to the same extent as if it were a Lender and had acquired its interestby assignment pursuant to paragraph (c) of this Section; provided, (i) aparticipant shall not be entitled to receive any greater payment under Section2.19 or 2.20 than the applicable Lender would have been entitled to receivewith respect to the participation sold to such participant, unless the sale of

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the participation to such participant is made with the applicableBorrower’s prior written consent and (ii) a participant that would be a Non-USLender to the Domestic Loan if it were a Lender shall not be entitled to thebenefits of Section 2.20 unless U.S. Borrower is notified of the participationsold to such participant and such participant agrees, for the benefit of U.S.Borrower, to comply with Section 2.20 as though it were a Lender.  To the extent permitted by law, eachparticipant also shall be entitled to the benefits of Section 11.4 as though itwere a Lender, provided such Participant agrees to be subject to Section 2.17as though it were a Lender.

(h)   CertainOther Assignments and Participations. In addition to any other assignment or participation permitted pursuantto this Section 11.6, any Lender may assign and/or pledge all or any portion ofits Loans, the other Obligations owed by or to such Lender, and its Notes, ifany, to secure obligations of such Lender including, without limitation, anyFederal Reserve Bank as collateral security pursuant to Regulation A of theBoard of Governors and any operating circular issued by such Federal ReserveBank and, including further in the case of any Lender that is a fund, any pledgeor assignment to any holders of obligations owed, or securities issued, by suchLender including to any trustee for, or any other representative of, suchholders; provided, that no Lender, as between Borrowers and such Lender,shall be relieved of any of its obligations hereunder as a result of any suchassignment and pledge, and providedfurther, that in no eventshall the applicable Federal Reserve Bank, pledgee or trustee be considered tobe a “Lender” or be entitled to require the assigning Lender to take or omit totake any action hereunder.

**11.7.   Independence of Covenants.**  All covenants hereunder shall be givenindependent effect so that if a particular action or condition is not permittedby any of such covenants, the fact that it would be permitted by an exceptionto, or would otherwise be within the limitations of, another covenant shall notavoid the occurrence of a Default or an Event of Default if such action istaken or condition exists.

**11.8.   Survival of Representations, Warranties andAgreements.**  Allrepresentations, warranties and agreements made herein shall survive theexecution and delivery hereof and the making of any Credit Extension.  Notwithstanding anything herein or implied bylaw to the contrary, the agreements of each Credit Party set forth in Sections2.18(c), 2.19, 2.20, 11.2, 11.3 and 11.4 and the agreements of Lenders setforth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans,the cancellation or expiration of the Letters of Credit and the reimbursementof any amounts drawn thereunder, and the termination hereof.

**11.9.   No Waiver; Remedies Cumulative.**  No failure or delay on the part of any Agentor any Lender in the exercise of any power, right or privilege hereunder orunder any other Credit Document shall impair such power, right or privilege orbe construed to be a waiver of any default or acquiescence therein, nor shallany single or partial exercise of any such power, right or privilege precludeother or further exercise thereof or of any other power, right orprivilege.  The rights, powers andremedies given to each Agent and each Lender hereby are cumulative and shall bein addition to and independent of all rights, powers and remedies existing byvirtue of any statute or rule of law or in any of the other Credit Documents orany of the Hedge Agreements.  Anyforbearance or failure to exercise, and any delay in exercising, any right,power or remedy hereunder shall not impair any such right, power or remedy orbe

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construed to be a waiverthereof, nor shall it preclude the further exercise of any such right, power orremedy.

**11.10.   Marshalling; Payments Set Aside.**  Neither any Agent nor any Lender shall beunder any obligation to marshal any assets in favor of any Credit Party or anyother Person or against or in payment of any or all of the Obligations.  To the extent that any Credit Party makes apayment or payments to Administrative Agent or Lenders (or to AdministrativeAgent, on behalf of Lenders), or any Agent or Lenders enforce any securityinterests or exercise their rights of setoff, and such payment or payments orthe proceeds of such enforcement or setoff or any part thereof are subsequentlyinvalidated, declared to be fraudulent or preferential, set aside and/orrequired to be repaid to a trustee, receiver or any other party under anybankruptcy law, any other state or federal law, common law or any equitablecause, then, to the extent of such recovery, the obligation or part thereoforiginally intended to be satisfied, and all Liens, rights and remediestherefor or related thereto, shall be revived and continued in full force andeffect as if such payment or payments had not been made or such enforcement orsetoff had not occurred.

**11.11.   Severability.**  In case any provision in or obligationhereunder or under any other Credit Document shall be invalid, illegal orunenforceable in any jurisdiction, the validity, legality and enforceability ofthe remaining provisions or obligations, or of such provision or obligation inany other jurisdiction, shall not in any way be affected or impaired thereby.

**11.12.   Obligations Several; Independent Nature ofLenders’ Rights.**  Theobligations of Lenders hereunder are several and no Lender shall be responsiblefor the obligations or Commitment of any other Lender hereunder.  Nothing contained herein or in any otherCredit Document, and no action taken by Lenders pursuant hereto or thereto,shall be deemed to constitute Lenders as a partnership, an association, a jointventure or any other kind of entity. The amounts payable at any time hereunderto each Lender shall be a separate and independent debt, and each Lender shallbe entitled to protect and enforce its rights arising out hereof and it shallnot be necessary for any other Lender to be joined as an additional party inany proceeding for such purpose.

**11.13.   Headings.**  Section headings herein are included hereinfor convenience of reference only and shall not constitute a part hereof forany other purpose or be given any substantive effect.

**11.14.   APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED ANDENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARDTO CONFLICT OF LAWS PRINCIPLES THEREOF.**

**11.15.   CONSENT TO JURISDICTION.  (a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINSTANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDITDOCUMENT, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERALCOURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT,EACH CREDIT PARTY FOR**

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**ITSELF AND IN CONNECTION WITH ITSPROPERTIES, AND, EXCEPT IN CONNECTION WITH EXERCISING REMEDIES AND ENFORCINGRIGHTS WITH RESPECT TO THE COLLATERAL, THE LENDERS AND THE AGENTS, IN EACH CASEIRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE  JURISDICTION AND VENUE OF SUCH COURTS; (B)WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALLPROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED ORCERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITSADDRESS PROVIDED IN ACCORDANCE WITH SECTION 11.1; (D) AGREES THAT SERVICE ASPROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVERTHE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, ANDOTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E)AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHERMANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THECOURTS OF ANY OTHER JURISDICTION.**

**(b)           EACH EURO BORROWER AND EACH OF THEFOREIGN GUARANTORS APPOINTS THE U.S. BORROWER AS ITS AGENT (IN SUCH CAPACITY,THE “PROCESS AGENT”) TO RECEIVE, ON ITS BEHALF, SERVICE OF COPIES OF THESUMMONS AND COMPLAINT AND ANY OTHER PROCESS THAT MAY BE SERVED IN ANY SUCHPROCEEDING.  SERVICE MAY BE MADE ON THEPROCESS AGENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITSADDRESS PROVIDED IN ACCORDANCE WITH SECTION 11.1 HEREOF.**

**11.16.   WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY AGREES TOWAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTIONBASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS ORANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOANTRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE OF THIS WAIVER IS INTENDED TO BEALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURTAND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACTCLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW ANDSTATUTORY CLAIMS.  EACH PARTY HERETOACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESSRELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THISAGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATEDFUTURE DEALINGS.  EACH PARTY HERETOFURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGALCOUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTSFOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED**

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**EITHER ORALLY OR IN WRITING(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION11.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLYTO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO ORANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTSRELATING TO THE LOANS MADE HEREUNDER.  INTHE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO ATRIAL BY THE COURT.**

**11.17.   Confidentiality.**  Each Agent, and each Lender (which term shallfor the purposes of this Section 11.17 include the Issuing Bank) shall hold allnon-public information regarding Holdings and its Subsidiaries and theirbusinesses identified as such by Borrowers and obtained by such Lender pursuantto the requirements hereof in accordance with such Lender’s customaryprocedures for handling confidential information of such nature, it beingunderstood and agreed by Borrowers that, in any event, each Agent and eachLender may make (i) disclosures of such information to Affiliates of such Agentor Lender and to such Agent’s or such Lender’s respective agents and advisors(and to other Persons authorized by a Lender or Agent to organize, present ordisseminate such information in connection with disclosures otherwise made inaccordance with this Section 11.17), (ii) disclosures of such informationreasonably required by any bona fide or potential assignee, transferee orparticipant in connection with the contemplated assignment, transfer or participationof any Loans or any participations therein or by any pledgee referred to inSection 11.6(h) or any direct or indirect contractual counterparties (or theprofessional advisors thereto) to any swap or derivative transaction relatingto any Borrower and its obligations (provided, such assignees, transferees,participants, counterparties, pledgees and advisors are advised of and agree tobe bound by either the provisions of this Section 11.17 or other provisions atleast as restrictive as this Section 11.17), (iii) disclosure to any ratingagency when required by it, provided that, prior to any disclosure, suchrating agency shall undertake in writing to preserve the confidentiality of anyconfidential information relating to the Credit Parties received by it from anyof the Agents or any Lender, and (iv) disclosures required or requested by anygovernmental agency or representative thereof or by the NAIC or pursuant tolegal or judicial process; provided, unless specifically prohibited byapplicable law or court order, each Agent and each Lender shall make reasonableefforts to notify Borrowers of any request by any governmental agency orrepresentative thereof (other than any such request in connection with anyexamination of the financial condition or other routine examination of suchLender by such governmental agency) for disclosure of any such non-publicinformation prior to disclosure of such information.  In addition, each Agent and each Lender maydisclose the existence of this Agreement and the information about thisAgreement to market data collectors, similar services providers to the lendingindustry, and service providers to the Agents and the Lenders in connectionwith the administration and management of this Agreement and the other CreditDocuments.  Notwithstanding anything tothe contrary set forth herein, each party (and each of their respectiveemployees, representatives or other agents) may disclose to any and allpersons, without limitations of any kind, the tax treatment and tax structureof the transactions contemplated by this Agreement and all materials of anykind (including opinions and other tax analyses) that are provided to any suchparty relating to such tax treatment and tax structure.  However, any information relating to the taxtreatment or tax structure shall remain subject to the confidentialityprovisions hereof (and the foregoing sentence shall not apply) to the extent

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reasonably necessary toenable the parties hereto, their respective Affiliates, and their and theirrespective Affiliates’ directors and employees to comply with applicablesecurities laws.  For this purpose, “taxstructure” means any facts relevant to the federal income tax treatment of thetransactions contemplated by this Agreement but does not include informationrelating to the identity of any of the parties hereto or any of theirrespective Affiliates.

**11.18.   Usury Savings Clause.**  Notwithstanding any other provision herein,the aggregate interest rate charged with respect to any of the Obligations,including all charges or fees in connection therewith deemed in the nature ofinterest under applicable law shall not exceed the Highest Lawful Rate.  If the rate of interest (determined withoutregard to the preceding sentence) under this Agreement at any time exceeds theHighest Lawful Rate, the outstanding amount of the Loans made hereunder shallbear interest at the Highest Lawful Rate until the total amount of interest duehereunder equals the amount of interest which would have been due hereunder ifthe stated rates of interest set forth in this Agreement had at all times beenin effect.  In addition, if when theLoans made hereunder are repaid in full the total interest due hereunder(taking into account the increase provided for above) is less than the totalamount of interest which would have been due hereunder if the stated rates ofinterest set forth in this Agreement had at all times been in effect, then tothe extent permitted by law, each applicable Borrower shall pay toAdministrative Agent an amount equal to the difference between the amount ofinterest paid and the amount of interest which would have been paid if theHighest Lawful Rate had at all times been in effect.  Notwithstanding the foregoing, it is theintention of Lenders and Borrowers to conform strictly to any applicable usurylaws.  Accordingly, if any Lendercontracts for, charges, or receives any consideration which constitutesinterest in excess of the Highest Lawful Rate, then any such excess shall becancelled automatically and, if previously paid, shall at such Lender’s optionbe applied to the outstanding amount of the Loans made hereunder or be refundedto Borrowers.

**11.19.   Counterparts.**  This Agreement may be executed in any numberof counterparts, each of which when so executed and delivered shall be deemedan original, but all such counterparts together shall constitute but one andthe same instrument.

**11.20.   Effectiveness.**  This Agreement shall become effective uponthe execution of a counterpart hereof by each of the parties hereto and receiptby Borrowers and Administrative Agent of written or telephonic notification ofsuch execution and authorization of delivery thereof.

**11.21.   Patriot Act.**  Each Lender and Administrative Agent (foritself and not on behalf of any Lender) hereby notifies Borrowers that pursuantto the requirements of the Act, it is required to obtain, verify and recordinformation that identifies Borrower, which information includes the name andaddress of each Borrower and other information that will allow such Lender orAdministrative Agent, as applicable, to identify such Borrower in accordancewith the Act.

**11.22.   Electronic Execution of Assignments.**  The words “execution,” “signed,” “signature,”and words of like import in any Assignment Agreement shall be deemed to includeelectronic signatures or the keeping of records in electronic form, each ofwhich shall be of the same legal effect, validity or enforceability as amanually executed signature or the use of a 

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paper-based recordkeepingsystem, as the case may be, to the extent and as provided for in any applicablelaw, including the Federal Electronic Signatures in Global and NationalCommerce Act, the New York State Electronic Signatures and Records Act, or anyother similar state laws based on the Uniform Electronic Transactions Act.

**11.23.   Judgment Currency.**

(a)   If, for the purposes of obtaining orenforcing any judgment or award in any court, or for making or filing a claimor proof, it is necessary to convert a sum due hereunder in any currency (the “**Original Currency**”) into another currency (the “**Other Currency**”), the parties hereto agree, to the fullestextent permitted by law, that the rate of exchange used shall be that at which,in accordance with normal banking procedures, Administrative Agent couldpurchase the Original Currency with such Other Currency in New York, New Yorkon the Business Day immediately preceding the day on which any such judgment,or any relevant part thereof, is given.

(b)   The obligations of Borrowers in respect ofany sum due from it to any Agent or Lender hereunder shall, notwithstanding anyjudgment or award in such Other Currency, be discharged only to the extent thaton the Business Day following receipt by such Agent or Lender of any sum adjudgedto be so due in such Other Currency such Agent or Lender may in accordance withnormal banking procedures purchase the Original Currency with such OtherCurrency; if the Original Currency so purchased is less than the sum originallydue such Agent or Lender in the Original Currency, Borrowers agree, as aseparate obligation and notwithstanding any such judgment, to indemnify suchAgent or Lender against such loss, and if the Original Currency so purchasedexceeds the sum originally due to such Agent or Lender in the OriginalCurrency, such Agent or Lender shall remit such excess to such Borrower.

**11.24.   Amendment and Restatement.**  It is the intention of each of the partieshereto that the Existing First Lien Credit Agreement be amended and restated soas to preserve the perfection and priority of all security interests securingindebtedness and obligations under the Existing First Lien Credit Agreement andthat all Indebtedness and Obligations of Holdings and its Subsidiarieshereunder and thereunder shall be secured by the Collateral Documents and thatthis Agreement does not constitute a novation of the obligations andliabilities existing under the Existing First Lien Credit Agreement.  The parties hereto further acknowledge andagree that this Agreement constitutes an amendment of the Existing First LienCredit Agreement made under and in accordance with the terms of Section 11.5 ofthe Existing First Lien Credit Agreement. In addition, unless specifically amended hereby, each of the CreditDocuments, the Exhibits and Schedules to the Existing First Lien CreditAgreement shall continue in full force and effect and that, from and after theEffective Date, all references to the “Credit Agreement” contained thereinshall be deemed to refer to this Agreement.

**11.25.   Grant of Security Interests.**

(a)   Each Credit Party, subject to the terms andlimits contained herein and in the Collateral Documents has (i) guarantied theObligations and (ii) created Liens in favor of Collateral Agent on certainCollateral to secure its obligations hereunder, under Section 7 hereof and eachCollateral Document, respectively (and as applicable).  Each Credit Party

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hereby acknowledges thatit has reviewed the terms and provisions of this Agreement and consents to theamendment and restatement of the Existing First Lien Credit Agreement effectedpursuant to this Agreement.  Each CreditParty hereby (i) confirms that each Credit Document to which it is a party oris otherwise bound and all Collateral encumbered thereby will continue toguarantee or secure, as the case may be, to the fullest extent possible inaccordance with the Credit Documents, the payment and performance of theObligations, as the case may be, including without limitation the payment andperformance of all such applicable Obligations that are joint and severalobligations of each Grantor now or hereafter existing, and (ii) grants to theAdministrative Agent for the benefit of the Secured Parties a security interestin and continuing lien on all of such Credit Party’s right, title and interestin, to and under all “Collateral” as defined in the Pledge and SecurityAgreement, in each case whether now owned or existing or hereafter acquired orarising and wherever located, as collateral security for the prompt andcomplete payment and performance in full when due, whether at stated maturity,by required prepayment, declaration, acceleration, demand or otherwise, of allapplicable Obligations subject to the terms and limits contained herein and inthe Collateral Documents.

(b)   Each Credit Party acknowledges and agreesthat any of the Credit Documents to which it is a party or otherwise boundshall continue in full force and effect and that all of its obligationsthereunder shall be valid and enforceable and shall not be impaired or limitedby the execution or effectiveness of the amendment and restatement of theExisting First Lien Credit Agreement. Each Credit Party represents and warrants that all representations andwarranties contained in the Credit Documents to which it is a party orotherwise bound are true and correct in all material respects on and as of theEffective Date to the same extent as though made on and as of that date, exceptto the extent such representations and warranties specifically relate to anearlier date, in which case they were true and correct in all material respectson and as of such earlier date.

[Remainder of pageintentionally left blank]

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**IN WITNESS WHEREOF**, the partieshereto have caused this Agreement to be duly executed and delivered by theirrespective officers thereunto duly authorized as of the date first writtenabove.
|        | **AUDATEX NORTH AMERICA, INC.**   |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | /s/ Tony Aquila |   |   |
|   |                              | Name: Tony Aquila |   |
|   |                              | Title: President and CEO |   |
|   |                              |   |   |
|   | **AUDATEX HOLDINGS, LLC**         |
|   |                              |
|   |                              |
|   | By:                               | /s/ Tony Aquila |   |   |
|   |                              | Name: Tony Aquila |   |
|   |                              | Title: President and CEO |   |
|   |                              |   |   |
|   | **AUDATEX CANADA HOLDINGS, INC.** |
|   |                              |
|   |                              |
|   | By:                               | /s/ Tony Aquila |   |   |
|   |                              | Name: Tony Aquila |   |
|   |                              | Title: President and CEO |   |
|   |                              |   |   |
|   | **AUDATEX HOLDINGS, INC.**        |
|   |                              |
|   |                              |
|   | By:                               | /s/ Tony Aquila |   |   |
|   |                              | Name: Tony Aquila |   |
|   |                              | Title: President and CEO |   |
|   |                              |   |   |
|   | **COLLISION REPAIR BUSINESS**     |
|   | **MANAGEMENT SERVICES, LLC**      |
|   |                              |
|   |                              |
|   | By:                               | /s/ Tony Aquila |   |   |
|   |                              | Name: Tony Aquila |   |
|   |                              | Title: President and CEO |   |
|   |                              |   |   |
|   | **CLAIMS SERVICES GROUP, INC.**   |
|   |                              |
|   |                              |
|   | By:                               | /s/ Tony Aquila |   |   |
|   |                              | Name: Tony Aquila |   |
|   |                              | Title: President and CEO |   |
|        |                                   |  |  |  |  |

 

----

 
|        | **HOLLANDER, INC.**                |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ Tony Aquila |
|   |                               | Name: Tony Aquila |
|   |                               | Title: President and CEO |
|   |                               |   |
|   | **PROPERTY CLAIMS SERVICES, INC.** |
|   |                               |
|   |                               |
|   | By:                                | /s/ Tony Aquila |
|   |                               | Name: Tony Aquila |
|   |                               | Title: President and CEO |
|   |                               |
|   | **SOLERA, INC.**                   |
|   |                               |
|   |                               |
|   | By:                                | /s/ Tony Aquila |
|   |                               | Name: Tony Aquila |
|   |                               | Title: President and CEO |
|   |                               |   |
|   | **SOLERA INTEGRATED MEDICAL**      |
|   | **SOLUTIONS, INC.**                |
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ Tony Aquila |
|   |                               | Name: Tony Aquila |
|   |                               | Title: President and CEO |

 

----

 
|        | **AUDATEX HOLDINGS III B.V.** |
|--------|-------------------------------|
|   |                          |
|   |                          |   |
|   | By:                           | /s/ P. van den Heuvel |
|   |                          | Name: P. van den Heuvel |
|   |                          | Title: Managing Director |

 

----

 
|        | **AUDATEX HOLDINGS IV B.V.** |
|--------|------------------------------|
|   |                         |
|   |                         |   |
|   | By:                          | /s/ P. van den Heuvel |
|   |                         | Name: P. van den Heuvel |
|   |                         | Title: Managing Director |

 

----

 
|        | **AUDATEX NETWORK SERVICES** |
|--------|------------------------------|
|   | **NETHERLANDS B.V.**         |
|   |                         |
|   |                         |   |
|   | By:                          | /s/ P. van den Heuvel |
|   |                         | Name: P. van den Heuvel |
|   |                         | Title: Managing Director |

 

----

 
|        | **SOLERA NEDERLAND HOLDING B.V.** |
|--------|-----------------------------------|
|   |                              |
|   |                              |   |
|   | By:                               | /s/ P. van den Heuvel |
|   |                              | Name: P. van den Heuvel |
|   |                              | Title: Managing Director |

 

----

 
|        | **SOLERA NEDERLAND B.V.** |
|--------|---------------------------|
|   |                      |
|   |                      |   |
|   | By:                       | /s/ P. van den Heuvel |
|   |                      | Name: P. van den Heuvel |
|   |                      | Title: Managing Director |

 

----

 
|        | **CATO BERICHTENDIENST B.V.** |
|--------|-------------------------------|
|   |                          |
|   |                          |   |
|   | By:                           | /s/ P. van den Heuvel |
|   |                          | Name: P. van den Heuvel |
|   |                          | Title: Managing Director |

 

----

 
|        | **AUDATEX DEUTSCHLAND GMBH**       |
|--------|------------------------------------|
|   |                               |
|   |                               |   |
|   | By:                                | /s/ Wolfgang Ahrens |
|   |                               | Name: Wolfgang Ahrens |
|   |                               | Title: GF |
|   |                               |   |
|   | **ARGEMU HOLDING GMBH**            |
|   |                               |
|   |                               |   |
|   | By:                                | /s/ Wolfgang Ahrens |
|   |                               | Name: Wolfgang Ahrens |
|   |                               | Title: GF |
|   |                               |   |
|   | **AUDATEX DATEN INTERNATIONALE**   |
|   | **DATENENTWICKLUNGS GMBH**         |
|   |                               |
|   |                               |   |
|   | By:                                | /s/ Wolfram Müller |
|   |                               | Name: Wolfram Müller |
|   |                               | Title: |
|   |                               |   |
|   | **EXSOFT GMBH**                    |
|   |                               |
|   |                               |   |
|   | By:                                | /s/ Herr Dürasch |
|   |                               | Name: Herr Dürasch |
|   |                               | Title: Geschäftsführer |
|   |                               |   |
|   | **HADAKON KOMMUNIKATIONS-SYSTEME** |
|   | **GMBH**                           |
|   | ** **                         |
|   |                               |   |
|   | By:                                | /s/ Herr Dürasch |
|   |                               | Name: Herr Dürasch |
|   |                               | Title: Geschäftsführer |

 

----

 
|        | **AUDATEX GMBH**           |
|--------|----------------------------|
|   |                       |   |
|   |                       |   |
|   | By:                        | /s/ Renato Giger |   | /s/ B. Schneider |
|   |                       | Name: Renato Giger |   | Barbara Schneider |
|   |                       | Title: GF |   | GF |
|   |                       |   |
|   | **AUDATEX HOLDING GMBH**   |
|   |                       |   |
|   | By:                        | /s/ Renato Giger |   | /s/ B. Schneider |
|   |                       | Name: Renato Giger |   | Barbara Schneider |
|   |                       | Title: GF |   | GF |
|   |                       |   |
|   |                       |   |
|   | **AUDATEX (SCHWEIZ) GMBH** |
|   |                       |   |
|   |                       |   |
|   | By:                        | /s/ Renato Giger |   | /s/ B. Schneider |
|   |                       | Name: Renato Giger |   | Barbara Schneider |
|   |                       | Title: GF |   | GF |
|   |                       |   |
|   | **AUDATEX SYSTEMS GMBH**   |
|   |                       |   |
|   |                       |   |
|   | By:                        | /s/ Renato Giger |   | /s/ B. Schneider |
|   |                       | Name: Renato Giger |   | Barbara Schneider |
|   |                       | Title: GF |   | GF |

 

----

 
|        | **AUDATEX CANADA, ULC** |
|--------|-------------------------|
|   |                    |
|   |                    |   |
|   | By:                     |   /s/ Tony  Aquila |
|   |                    | Name: Tony Aquila |
|   |                    | Title: President and CEO |

 

----

 
|        | **AUDATEX HOLDINGS II S.ÀR.L.** |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |   |
|   | By:                                  | /s/ Bruno  Bagnouls |
|   |                                 | Name: Bruno Bagnouls |
|   |                                 | Title: Manager |

 

----

 
|        | **AUDATEX (UK) LIMITED** |
|--------|--------------------------|
|   |                     |
|   |                     |   |
|   | By:                      | /s/ Renato Giger |
|   |                     | Name: Renato Giger |
|   |                     | Title: Director |

 

----

 
|        | **GOLDMAN SACHS CREDIT PARTNERS L.P.,**                                                    |
|--------|--------------------------------------------------------------------------------------------|
|   | as Lead Arranger, Syndication Agent,  Administrative Agent, Collateral Agent and a  Lender |
|   |                                                                                       |
|   |                                                                                       |   |
|   | By:                                                                                        | /s/ Bruce H. Mendelsohn |
|   |                                                                                       | Authorized Signatory |
|   |                                                                                       |   |

 

----

 
|        | **GOLDMAN SACHS CREDIT PARTNERS L.P.,** |
|--------|-----------------------------------------|
|   | as Joint Bookrunner                     |
|   |                                    |
|   |                                    |   |
|   | By:                                     | /s/ Bruce H. Mendelsohn |
|   |                                    | Authorized Signatory |
|   |                                    |   |

 

----

 

 
|        | **CITICORP GLOBAL MARKETS, INC.,** |
|--------|------------------------------------|
|   | as Joint Bookrunner                |
|   |                               |
|   |                               |   |
|   | By:                                | /s/ Caesar W. Wyszomirski |
|   |                               | Name: Caesar W. Wyszomirski |
|   |                               | Title: Director |

 

----

 
|        | **CITICORP USA, INC.,**                                 |
|--------|---------------------------------------------------------|
|   | as Documentation Agent, Swing Line Lender and a  Lender |
|   |                                                    |
|   |                                                    |   |
|   | By:                                                     | /s/ Ryan J. Davis |
|   |                                                    | Name: Ryan J. Davis |
|   |                                                    | Title: V.P. |

 

----

 
|        | **CITIBANK, N. A.,** |
|--------|----------------------|
|   | as Issuing Bank      |
|   |                 |
|   |                 |   |
|   | By:                  | /s/ Caesar W. Wyszomirski |
|   |                 | Name: Caesar W. Wyszomirski |
|   |                 | Title: VP |

 

----

****APPENDIX A-1****

****TOCREDIT AND GUARANTY AGREEMENT****

**Domestic Tranche C TermLoan Commitments**
| **Lender**                          | ** ** | **Domestic Tranche C Term Loan  Commitment** | ** **         | **Pro  Rata Share** | ** ** |
|-------------------------------------|------------|------------------------------------------------------------------|--------------------|--------------------------|------------|
| Goldman Sachs Credit  Partners L.P. |       | $                                                                | 230,000,000        |                     | 100        | % |
|                                |       |                                                             |               |                     |       |
| **Total**                           | ** ** | **$**                                                            | **230,000,000.00** | ** **               | **100**    | **%** |

 

A-1-1

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****APPENDIX A-2****

****TOCREDIT AND GUARANTY AGREEMENT****

**European Term LoanCommitments**
| **Lender**                          | ** ** | **European Term Loan C1**

**Commitment** | ** **     | **Pro  Rata Share** | ** ** |
|-------------------------------------|------------|----------------------------------------------------------|----------------|--------------------------|------------|
| Goldman Sachs Credit  Partners L.P. |       | €                                                   | 52,080,000     |                     | 100        | % |
|                                |       |                                                     |           |                     |       |
| **Total**                           | ** ** | **€**                                               | **52,080,000** | ** **               | **100**    | **%** |

 
| **Lender**                          | ** ** | **European Term Loan C2  Commitment** | ** **          | **Pro  Rata Share** | ** ** |
|-------------------------------------|------------|------------------------------------------------------|---------------------|--------------------------|------------|
| Goldman Sachs Credit  Partners L.P. |       | €                                               | 227,920,000         |                     | 100        | % |
|                                |       |                                                 |                |                     |       |
| **Total**                           | ** ** | **€**                                           | **227****,920,000** | ** **               | **100**    | **%** |

 

A-2-1

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****APPENDIX B****

****TOCREDIT AND GUARANTY AGREEMENT****

**Notice Addresses**

AUDATEX NORTH AMERICA, INC.

and each Guarantor

12230 El Camino RealSuite 200San Diego, CA 92130

Attention: Jack Pearlstein

Facsimile: 925-866-3491

SOLERA NEDERLANDHOLDING B.V.

Zollstrasse 62 8021 Zürich Switzerland

Attention: Renato Giger

Facsimile: 41 44 278 85 55

witha copy to:

12230 El Camino RealSuite 200San Diego, CA 92130

Attention: Jack Pearlstein

Facsimile: 925-866-3491

AUDATEX HOLDINGSIV B.V.

Zollstrasse 62 8021 Zürich Switzerland

Attention: Renato Giger

Facsimile: 41 44 278 85 55

witha copy to:

12230 El Camino RealSuite 200San Diego, CA 92130

Attention: Jack Pearlstein

Facsimile:925-866-3491

B-1

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AUDATEX HOLDINGS, LLC

12230 El Camino RealSuite 200San Diego, CA 92130

Attention: Jack Pearlstein

Facsimile: 925-866-3491

B-2

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GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent, Collateral Agent anda Lender:

Administrative Agent’s and Collateral Agent’sPrincipal Office:

GoldmanSachs Credit Partners L.P. c/o Goldman, Sachs & Co. 30 Hudson Street, 17th Floor Jersey City, NJ 07302 Attention:  SBD Operations Attention:  Pedro Ramirez Telecopier:  (212) 357-4597  Email:  gsd.link@gs.com

witha copy to:

GoldmanSachs Credit Partners L.P. 1 New York Plaza New York, New York  10004 Attention:  Jim Balcom Telecopier:  (212) 902-3000

B-3

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CITICORP USA, INC.

as Documentation Agent, Swing Line Lender and a Lender

CITIBANK, N.A.,

as Issuing Bank,

Documentation Agent’s, Issuing Bank’s andSwing Line Lender’s Principal Office:

Citibank, N.A.

390 GreenwichStreet (1st Floor)

New York, NewYork 10013

Attention:Edward T. Crook

Facsimile: 212-723-8691

with a copy to:

Cahill Gordon & Reindel LLP

80 Pine Street, 17th Floor

New York, New York 10005

Attention: Michael Michetti

Facsimile:212-269-5420

B-4

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**SCHEDULE 1.1A**

**SECURITY PRINCIPLES**

The Borrowers(collectively with the Guarantors and their Subsidiaries, the **“Group”**) and the Lenders have agreed and acknowledged thattheir rights and obligations under this Agreement, to the extent applicable, inrespect of (i) the giving or taking of guarantees with respect to the EuropeanSubsidiaries of the Euro Borrowers; (ii) the giving or taking of security withrespect to the European Subsidiaries of the Euro Borrowers; and (iii) all therights and obligations associated with such giving or taking of guarantees andsecurity with respect to the European Subsidiaries of the Euro Borrowers, shallbe subject to and limited by the Security Principles.  The Security Principles embody therecognition by all parties that there may be certain legal and practicaldifficulties in obtaining effective security from all European members of theGroup in every jurisdiction in which members of the Group are located.  In particular:

1.             general statutorylimitations, financial assistance, capital maintenance, corporate benefit,fraudulent preference, thin capitalization rules, retention of title claims andsimilar principles may limit the ability of a member of the Group to provide aguarantee or security or may require that the guarantee or security be limitedby an amount or otherwise. If any such limit applies, the guarantees andsecurity provided will be limited to the maximum amount which the relevantmember of the Group may provide having regard to applicable law (including anyjurisprudence) and subject to fiduciary duties of management;

2.             the giving of aguarantee, the granting and the terms of security or the perfection of thesecurity granted will not be required to the extent that it would incur anylegal fees, registration fees, stamp duty, and any other fees, Taxes or costsdirectly associated with such security or guarantee which are materiallydisproportionate to the benefit obtained by the Lenders;

3.             where there ismaterial incremental cost involved in creating security over all assets ownedby an obligor in a particular category (e.g. real estate) the principle statedat paragraph 2 above shall apply and only the material assets in that category(e.g. material real estate) shall be subject to security;

4.             it is expressly acknowledgedthat in certain jurisdictions it may be either impossible or materiallyimpractical to grant guarantees or create security over certain categories ofassets in which event such guarantees will not be granted and security will notbe taken over such assets to the extent of such impossibility or materialimpracticability.

5.             any assets subject tothird party arrangements (including minority ownership arrangements) which mayprevent the giving of a guaranty or the providing of security provided that, ifthe Administrative Agent determines that the relevant asset is material and therelevant obligor determines that such endeavors will not jeopardize commercial

1.1A-1

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relationships withthird parties, the relevant member of the Group will use reasonable endeavorsto obtain any necessary consent or waiver;

6.             members of the Groupwill not be required to give guarantees or enter into security documents if itis not within the legal capacity of the relevant members of the Group or if, inthe reasonable opinion of the directors of the relevant members of the Group,the same would conflict with the fiduciary duties of those directors orcontravene any legal prohibition or result in personal or criminal liability onthe part of any officer or result in any significant risk of legal liabilityfor the directors of any Group; provided, that the relevant Group membermust use reasonable endeavours to overcome any such obstacle; and

7.             the giving of aguaranty, the granting of security or the terms or extent of such securityshould not be such that they materially restrict the running of the business ofor materially adversely affect the Tax arrangements of any relevant member ofthe Group or its affiliates (including the creation, pursuant to the InternalRevenue Code, of a potential Section 956 material deemed dividend) in theordinary course; and

8.             pledges over theassets owned by joint venture vehicles will not be required.

A.            TERMS OF COLLATERALDOCUMENTS

The followingprinciples will be reflected in the terms of any security taken as part of thistransaction:

1.             security will not beenforceable until an Event of Default has occurred and notice of accelerationhas been given by the Administrative Agent;

2.             notification ofpledges over bank accounts will be given to the bank holding the accountprovided that this is not inconsistent with the Group retaining control overthe balance of the account;

3.             notification ofreceivables security to debtors will only be given if an Event of Default hasoccurred and notice of acceleration has been given by the Administrative Agent;

4.             notification ofsecurity over insurance policies will not be served on any insurer of Groupassets until such time as an Event of Default has occurred and notice ofacceleration has been given by the Administrative Agent;

5.             the CollateralDocuments should only operate to create security rather than to impose newcommercial obligations.  Accordingly,they will not contain additional representations or undertakings (such as inrespect of insurance, further security, information or the payment of costs)unless these are the same as or consistent with those contained in thisAgreement or relate to the creation or perfection of the security and aremarket standard in the relevant jurisdiction;

1.1A-2

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6.             in respect of sharepledges, until an Event of Default has occurred and notice of acceleration hasbeen given by the Administrative Agent, the pledgors should be permitted toretain and to exercise voting rights to any shares pledged by them in a mannerwhich does not adversely affect the validity or enforceability of the securityor cause an Event of Default to occur and the pledgors should be permitted toreceive and retain dividends on pledged shares/pay dividends upstream onpledged shares to the extent permitted under the Facilities with the proceedsto be available to the Group;

7.             the AdministrativeAgent should only be able to exercise any power or attorney granted to it underthe Collateral Documents following the occurrence of an Event of Default inrespect of which notice of acceleration has been given by the AdministrativeAgent or failure to comply with a further assurance or perfection obligation;

8.             the CollateralDocuments should not operate so as to prevent transactions which are permittedunder the Facilities or to require additional consents or authorizations;

9.             the CollateralDocuments will permit disposals of assets where such disposal is permittedunder this Agreement and will include assurances for the security agent to doall things reasonably requested to release security in respect of the assetsthe subject of such disposal; and

10.           the CollateralDocuments will not accrue interest on any amount in respect of which interestis accruing under this Agreement.

B.            GUARANTEES/SECURITY

1.             Subject to the dueexecution of all relevant Collateral Documents, completion of relevantperfection formalities within statutorily prescribed time limits, payment ofall registration fees and documentary Tax, any other rights arising byoperation of law, obtaining any relevant foreign legal opinions and subject toany qualifications which may be set out in this Agreement and any relevantlegal opinions obtained and subject to the requirements of the SecurityPrinciples, it is further acknowledged that pursuant to each CollateralDocument the Collateral Agent, shall:

(a)           receive the benefit ofan upstream, cross-stream and downstream guarantee and the security will begranted to secure all liabilities of the obligors under the Credit Documents inaccordance with the Security Principles;

(b)           (in the case of thoseCollateral Documents creating pledges or charges over shares in an obligor)obtain a first priority valid charge or analogous or equivalent encumbranceover all of the shares in issue at any time in that obligor which are owned byanother obligor.  Such CollateralDocument shall be governed by the laws of the jurisdiction in which suchobligor whose shares are being pledged is formed; and

1.1A-3

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(c)           not require that anycosts, fee, Tax or other amounts payable in connection with any re-taking,novation or re-registration of any security in connection with an assignment ortransfer by any lender be for the account of the Group; provided thatthe Administrative Agent and the Borrowers shall discuss in good faith the possibilityto mitigate any such costs, fee, Tax or other amounts.

2.             In the case ofguarantees and security to be granted and created by the Guarantors in theNetherlands, such guarantees and security shall be provided as soon asreasonably practicable and in any event within 90 days after the Closing Date(except with respect to the unconditional neutral or positive advice of theworks council of any Credit Party organized in the Netherlands, which suchCredit Party shall use its commercially reasonable efforts to obtain as soon aspracticable after the Closing Date but not subject to the 90 day period) but inany event within any period required by law for the valid perfection of therelevant security interest without giving rise to any further period duringwhich such security interest is voidable as a result of delay in its creationor perfection following the funding of Loans; provided, that, to theextent that any such entity is required by applicable law, as a condition tothe granting of a guaranty or security, to receive a confirmation from itsauditors that, after giving effect to the obligations assumed by it, it will beable to meet its financial obligations as they fall due (or any functionallyequivalent confirmation), the relevant guarantee or security shall be granted(to the extent permitted by law or regulation) as promptly as reasonablypracticable but in no event more than 90 days after the Closing Date.

3.             If an obligor ownsshares in a member of the Group that is not an obligor and is not incorporatedin a Security Jurisdiction, no steps shall be taken to create or perfectsecurity over those shares.

1.1A-4

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**SCHEDULE 1.1B**

**MANDATORY COST FORMULAE**

1.                                 The MandatoryCost is an addition to the interest rate to compensate Lenders for the cost ofcompliance with (a) the requirements of the Bank of England and/or theFinancial Services Authority (or, in either case, any other authority whichreplaces all or any of its functions) or (b) the requirements of the EuropeanCentral Bank.

2.                                 On the first dayof each Interest Period (or as soon as possible thereafter) the AdministrativeAgent shall calculate, as a percentage rate, a rate (the **“AdditionalCost Rate”**) for each Lender, in accordance with the paragraphs setout below.  The Mandatory Cost will becalculated by the Administrative Agent as a weighted average of the Lenders’Additional Cost Rates (weighted in proportion to the percentage participationof each Lender in the relevant Loan) and will be expressed as a percentage rateper annum.

3.                                 The AdditionalCost Rate for any Lender lending from a Facility Office in a ParticipatingMember State will be the percentage notified by that Lender to theAdministrative Agent.  This percentagewill be certified by that Lender in its notice to the Administrative Agent tobe its reasonable determination of the cost (expressed as a percentage of thatLender’s participation in all Loans made from that Facility Office) ofcomplying with the minimum reserve requirements of the European Central Bank inrespect of loans made from that Facility Office.

4.                                 The AdditionalCost Rate for any Lender lending from a Facility Office in the United Kingdomwill be calculated by the Administrative Agent as follows:

(a)                                      in relation to a Loan in any currency other than sterling:

*E*x 0.01 per cent. per annum.

   300

Where: *E* is designedto compensate Lenders for amounts payable under the Fees Rules and iscalculated by the Administrative Agent as being the average of the most recentrates of charge supplied by the Reference Banks to the Administrative Agentpursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5.                                 For the purposesof this Schedule:

(a)**                                     ****“Special Deposits”**have the meanings given to them from time to time under or pursuant to the Bankof England Act 1998 or (as may be appropriate) by the Bank of England;

1.1B-1

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(b)                                     **“Fees Rules”** means the rules on periodicfees contained in the FSA Supervision Manual or such other law or regulation asmay be in force from time to time in respect of the payment of fees for theacceptance of deposits;

(c)                                      **“Fee Tariffs”** means the feetariffs specified in the Fees Rules under the activity group A.1 Depositacceptors (ignoring any minimum fee or zero rated fee required pursuant to theFees Rules but taking into account any applicable discount rate); and

(d)                                     **“Tariff Base”** has the meaninggiven to it in, and will be calculated in accordance with, the Fees Rules.

6.                                 If requested bythe Administrative Agent, each Reference Bank shall, as soon as practicableafter publication by the Financial Services Authority, supply to theAdministrative Agent, the rate of charge payable by that Reference Bank to theFinancial Services Authority pursuant to the Fees Rules in respect of therelevant financial year of the Financial Services Authority (calculated forthis purpose by that Reference Bank as being the average of the Fee Tariffsapplicable to that Reference Bank for that financial year) and expressed inpounds per £1,000,000 of the Tariff Base of that Reference Bank.

7.                                 Each Lender shallsupply any information required by the Administrative Agent for the purpose ofcalculating its Additional Cost Rate.  Inparticular, but without limitation, each Lender shall supply the followinginformation on or prior to the date on which it becomes a Lender:

the jurisdiction of its Facility Office; and

(e)                                      any other information that the Administrative Agent may reasonablyrequire for such purpose.

Each Lendershall promptly notify the Administrative Agent of any change to the informationprovided by it pursuant to this paragraph.

8.                                 The rates ofcharge of each Reference Bank for the purpose of E above shall be determined bythe Administrative Agent based upon the information supplied to it pursuant toparagraphs 7 and 8 above and on the assumption that, unless a Lender notifiesthe Administrative Agent to the contrary, each Lender’s obligations in relationto cash ratio deposits and Special Deposits are the same as those of a typicalbank from its jurisdiction of incorporation with a Facility Office in the samejurisdiction as its Facility Office.

1.1B-2

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9.                                 TheAdministrative Agent shall have no liability to any person if suchdetermination results in an Additional Cost Rate which over or undercompensates any Lender and shall be entitled to assume that the informationprovided by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7above is true and correct in all respects.

10.                           TheAdministrative Agent shall distribute the additional amounts received as aresult of the Mandatory Cost to the Lenders on the basis of the Additional CostRate for each Lender based on the information provided by each Lender and eachReference Bank pursuant to paragraphs 3, 6 and 7 above.

11.                           Any determinationby the Administrative Agent pursuant tothis Schedule in relation to a formula, the Mandatory Cost, an Additional CostRate or any amount payable to a Lender shall, in the absence of manifest error,be conclusive and binding on all Parties.

TheAdministrative Agent may from time to time, after consultation with Holdingsand the Lenders, determine and notify to all Parties any amendments which arerequired to be made to this Schedule in order to comply with any change in law,regulation or any requirements from time to time imposed by the Bank ofEngland, the Financial Services Authority or the European Central Bank (or, inany case, any other authority which replaces all or any of its functions) and anysuch determination shall, in the absence of manifest error, be conclusive andbinding on all Parties.

1.1B-3

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