EXHIBIT
10.1


 


EXECUTION
VERSION













Published
Deal CUSIP: G5825FAG6





Published
Term Loan CUSIP: G5825FAH4


 


	 

                                                                                               CREDIT
        AGREEMENT

         

        dated
        as of January 26, 2017

         

        among

         

        

         

        IHS
        MARKIT LTD.,

        as Holdings,

         

        MARKIT
        GROUP HOLDINGS LIMITED,

        as Borrower,

         

        and

         

        The
        Lenders Party Hereto

         

        and

         

        BANK
        OF AMERICA, N.A.,

        as Administrative Agent,

         

        WELLS
        FARGO BANK, N.A.,

        as Syndication Agent

         

        and

         

        HSBC
        BANK PLC,

        

        JPMORGAN
        CHASE BANK, N.A.

        

        and

        

        ROYAL
        BANK OF CANADA,

        

        as
        Co-Documentation Agents

         

        ___________________________

         

        BANK
        OF AMERICA, N.A. and WELLS FARGO SECURITIES, LLC,

        as Lead Arrangers

         

        BANK
        OF AMERICA, N.A. and WELLS FARGO SECURITIES, LLC,

        as Joint Bookrunners

         





    	i



    	 



    

TABLE OF
CONTENTS


 


Page


 





	ARTICLE I Definitions	1
	Section 1.01	Defined Terms	1
	Section 1.02	Classification of Loans and Borrowings	27
	Section 1.03	Terms Generally	27
	Section 1.04	Accounting Terms; GAAP	28
	Section 1.05	Conversion of Foreign Currencies	28
	Section 1.06	Certain Calculations and Tests.	29



 


	ARTICLE II The Credits	30
	Section 2.01	Commitments	30
	Section 2.02	Loans and Borrowings	30
	Section 2.03	Requests for Borrowings	31
	Section 2.04	[Reserved]	31
	Section 2.05	[Reserved]	31
	Section 2.06	Funding of Borrowings	31
	Section 2.07	Interest Elections	32
	Section 2.08	Termination and Reduction of Commitments	34
	Section 2.09	Repayment of Loans; Evidence of Debt	34
	Section 2.10	[Reserved]	35
	Section 2.11	Prepayment of Loans	35
	Section 2.12	Fees	36
	Section 2.13	Interest	36
	Section 2.14	Alternate Rate of Interest	37
	Section 2.15	Increased Costs	37
	Section 2.16	Break Funding Payments	38
	Section 2.17	Taxes	39
	Section 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-Offs	42
	Section 2.19	Mitigation Obligations; Replacement of Lenders	45
	Section 2.20	Defaulting Lenders	46
	Section 2.21	Illegality.	46



 


	ARTICLE III Representations and Warranties	47
	Section 3.01	Organization; Powers	47
	Section 3.02	Authorization; Enforceability	47
	Section 3.03	Governmental Approvals; No Conflicts	48
	Section 3.04	Financial Condition; No Material Adverse Change	48
	Section 3.05	Properties	49
	Section 3.06	Litigation and Environmental Matters	49
	Section 3.07	Compliance with Laws and Agreements	49
	Section 3.08	Investment Company Status	50
	Section 3.09	Taxes	50
	Section 3.10	ERISA and Foreign Plans; UK Pension Matters	50
	Section 3.11	Disclosure	50







 






    


     

    

 





	Section 3.12	Subsidiaries	50
	Section 3.13	Insurance	51
	Section 3.14	Labor Matters	51
	Section 3.15	Solvency	51
	Section 3.16	Margin Securities	51
	Section 3.17	Common Enterprise	51
	Section 3.18	Certain Taxes relating to Loan Documents	51
	Section 3.19	Use of Proceeds	52
	Section 3.20	Ranking	52
	Section 3.21	OFAC and Anti-Corruption Laws	53
	Section 3.22	Patriot Act	53



 


	ARTICLE IV Conditions	53
	Section 4.01	Effective Date	53



 


	ARTICLE V Affirmative Covenants	55
	Section 5.01	Financial Statements and Other Information	55
	Section 5.02	Notices of Material Events	57
	Section 5.03	Existence; Conduct of Business	57
	Section 5.04	Payment of Taxes	58
	Section 5.05	Insurance	58
	Section 5.06	Books and Records and Inspection	58
	Section 5.07	Compliance with Laws	58
	Section 5.08	Use of Proceeds	58
	Section 5.09	Joinder of Subsidiaries to the Guaranty Agreement	59
	Section 5.10	Further Assurances	59
	Section 5.11	Anti-Corruption Laws	60



 


	ARTICLE VI Negative Covenants	60
	Section 6.01	Indebtedness	60
	Section 6.02	Liens	62
	Section 6.03	Fundamental Changes	63
	Section 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	63
	Section 6.05	Asset Sales	65
	Section 6.06	Hedge Agreements	66
	Section 6.07	Restricted Payments	66
	Section 6.08	Transactions with Affiliates	67
	Section 6.09	Restrictive Agreements	67
	Section 6.10	Change in Fiscal Year	68
	Section 6.11	Anti-Corruption Laws and Sanctions	68



 


	ARTICLE VII Financial Covenants	68
	Section 7.01	Interest Coverage Ratio	69
	Section 7.02	Leverage Ratio	69



 


	ARTICLE VIII Events of Default	69
	Section 8.01	Events of Default; Remedies	69







 









    


     

    

 





	Section 8.02	Performance by the Administrative Agent	72
	Section 8.03	Limitation on Separate Suit	72



 


	ARTICLE IX The Administrative Agent	72
	Section 9.01	Appointment and Authority	72
	Section 9.02	Rights as a Lender	73
	Section 9.03	Exculpatory Provisions	73
	Section 9.04	Reliance by the Administrative Agent	74
	Section 9.05	Delegation of Duties	74
	Section 9.06	Resignation of Administrative Agent	74
	Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	75
	Section 9.08	No Other Duties, Etc.	76
	Section 9.09	[Reserved]	76
	Section 9.10	Permitted Release of Subsidiary Loan Parties	76
	Section 9.11	Lender Affiliates Rights	76



 


	ARTICLE X Miscellaneous	77
	Section 10.01	Notices	77
	Section 10.02	Waivers; Amendments	78
	Section 10.03	Expenses; Indemnity; Damage Waiver	80
	Section 10.04	Successors and Assigns.	81
	Section 10.05	Survival	85
	Section 10.06	Counterparts; Integration; Effectiveness	85
	Section 10.07	Severability	86
	Section 10.08	Right of Setoff	86
	Section 10.09	Governing Law; Jurisdiction; Consent to Service of Process	86
	Section 10.10	WAIVER OF JURY TRIAL	88
	Section 10.11	Headings	88
	Section 10.12	Confidentiality	88
	Section 10.13	Maximum Interest Rate	89
	Section 10.14	No Duty	89
	Section 10.15	No Fiduciary Relationship	90
	Section 10.16	Construction	90
	Section 10.17	Independence of Covenants	90
	Section 10.18	Electronic Execution of Assignments and Certain Other Documents.	90
	Section 10.19	USA PATRIOT Act	91
	Section 10.20	[Reserved]	91
	Section 10.21	Judgment Currency	91
	Section 10.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions.	92
	 	 	 







 



    	 



    	 



    

LIST OF
SCHEDULES AND EXHIBITS


 


SCHEDULES:


 





	Schedule 1.01	–	Guarantors
	Schedule 1.02	–	Excluded Joint Ventures
	Schedule 2.01	–	Commitments
	Schedule 3.06	–	Disclosed Matters
	Schedule 3.12	–	Material Subsidiaries
	Schedule 6.01	–	Existing Indebtedness
	Schedule 6.02	–	Existing Liens
	Schedule 6.04	–	Investments
	Schedule 6.09	–	Existing Restrictions







 


EXHIBITS:


 





	Exhibit A	–	Form of Assignment and Assumption
	Exhibit B	–	Form of Compliance Certificate
	Exhibit C	–	Form of Guaranty Agreement
	Exhibit D	–	[Reserved]
	Exhibit E	–	Form of Borrowing Request
	Exhibit F	–	Form of Interest Election Request







 




    	 



    	 



    

CREDIT AGREEMENT
(this “Agreement”) dated as of January 26, 2017, among:


 


(a)       IHS
MARKIT LTD., an exempted limited company incorporated in Bermuda (“Holdings”);


 


(b)       MARKIT
GROUP HOLDINGS LIMITED, a company incorporated under the laws of England and Wales (“MGHL”), in its capacity
as borrower (the “Borrower”);


 


(c)       the
Lenders party hereto; and


 


(d)       BANK
OF AMERICA, N.A., as Administrative Agent.


 


The parties
hereto agree as follows:


 


ARTICLE
I



Definitions


 


Section
1.01Defined Terms. As used in this Agreement, the following terms have the meanings
specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.


 


“Acquisition
Threshold” has the meaning assigned to such term in Section 7.02.


 


“Administrative
Agent” means Bank of America, in its capacity as administrative agent for the Lenders hereunder. Bank of America may,
in its discretion, arrange for one or more of its domestic or foreign branches or Affiliates to perform its obligations as the
Administrative Agent hereunder and in such event, the term “Administrative Agent” shall include any such branch
or Affiliate with respect to such obligations.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified. For the avoidance of doubt, for all purposes of this
Agreement and the other Loan Documents, each EBT shall be deemed not to constitute an Affiliate of Holdings or any Subsidiary.


 


“Agent
Parties” has the meaning assigned to such term in Section 10.01.


 


“Aggregation
Test” has the meaning assigned to such term in Section 5.09(a).


 


“Alternate
Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2
of 1%, (b) the rate of interest in effect for such day


 




    	 



    	 



    

as publicly
announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime
rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening
of business on the day specified in the public announcement of such change.


 


“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any
jurisdiction concerning or relating to bribery, corruption or money laundering.


 


“Applicable
Rate” means for any day with respect to any ABR Loan or Eurodollar Loan, as the case may be, 0.375% with respect to
ABR Loans and 1.375% with respect to Eurodollar Loans; provided that, following the delivery to the Administrative Agent
of the first Compliance Certificate delivered pursuant to Section 5.01(c) after the Effective Date, the applicable rate
per annum set forth below under the caption “ABR Spread” or “Eurodollar Spread”, as the case may be, based
upon the Leverage Ratio as of the most recent determination date:


 


	Leverage
    Ratio	Eurodollar
    Spread	ABR
    Spread
	Category
    1

    ≥ 3.00 to 1.00	1.75%	0.75%
	Category
    2

    < 3.00 to 1.00

    and

    ≥ 2.50 to 1.00	1.50%	0.50%
	Category
    3

    < 2.50 to 1.00

    and

    ≥ 2.00 to 1.00	1.375%	0.375%
	Category
    4

    < 2.00 to 1.00

    and

    ≥ 1.00 to 1.00	1.25%	0.25%
	Category
    5

    < 1.00 to 1.00	1.00%	0.00%


 


 


For purposes
of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each of Holdings’ fiscal quarters based upon
the consolidated financial statements delivered pursuant to Section 5.01(a) or (b); and (ii) each change in the
Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including
the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on
the date immediately preceding the effective date of the next such change.


 




    2


     

    

Notwithstanding
the foregoing, if Holdings has notified the Administrative Agent that an Acquisition Threshold has been achieved and has elected
a Trigger Quarter, then the Applicable Rate shall be the percentages set forth below beginning as of the first day of such election
by Holdings and continuing until the first date thereafter when Holdings delivers to the Administrative Agent the consolidated
financial statements pursuant to Section 5.01(a) or (b) hereof and the corresponding Compliance Certificate pursuant
to Section 5.01(c) hereof evidencing that Holdings has a Leverage Ratio of less than or equal to 3.50 to 1.00 for a fiscal
quarter.


 


	Eurodollar
    Spread	ABR
    Spread 
	1.75%	0.75%


 


“Approved
Fund” has the meaning assigned to such term in Section 10.04.


 


“Assignment
and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit
A or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative
Agent and reasonably acceptable to MGHL.


 


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


 


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


 


“Bank
of America” means Bank of America, N.A. and its successors.


 


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


 


“Borrower
Materials” has the meaning assigned to such term in Section 5.01.


 


“Borrower”
has the meaning assigned to such term in the first paragraph hereto.


 


“Borrowing”
means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect.


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City and Dallas,
Texas are authorized or required by law to remain closed; provided that when used in connection with a Eurodollar Loan, the term
“Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the
London interbank market.


 




    3


     

    

“Capital
Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required
to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP; provided that all obligations of any Person
that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on the Effective Date
(whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and
not as a capitalized lease) for purposes of this Agreement regardless of any change in GAAP following the Effective Date that
would otherwise require such obligation to be recharacterized as a Capital Lease Obligation.


 


“CFC”
means any “controlled foreign corporation” (within the meaning of Section 957 of the Code).


 


“CFC
Holdco” means (a) any direct or indirect US Subsidiary that has no material assets other than the capital stock or Indebtedness
of one or more CFCs and (b) any direct or indirect US Subsidiary that has no material assets other than the capital stock or Indebtedness
of one or more Persons of the type described in the immediately preceding clause (a).


 


“Change
in Control” means (a) the acquisition of, ownership or voting control, directly or indirectly, beneficially or of record,
on or after the Effective Date, by any Person or group (within the meaning of Rule 13d-3 of the Securities Exchange Commission
under the Securities Exchange Act of 1934, as then in effect) (other than a Person of which Holdings is a direct or indirect wholly
owned subsidiary as long as such Person guarantees the Loan Obligations on terms reasonably satisfactory to the Administrative
Agent) of shares representing more than thirty-three percent (33%) of the aggregate ordinary Voting Power represented by the issued
and outstanding capital stock of Holdings (or any Person of which Holdings is a direct or indirect wholly owned subsidiary); (b)
if Holdings shall cease to own, directly or indirectly, one hundred percent (100%) of the record and beneficial ownership of the
Borrower (unless the Borrower is merged out of existence pursuant to Section 6.03 hereof, or shall no longer be the Borrower
hereunder); (c) occupation of a majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons
who were neither (i) nominated by the board of directors of Holdings nor (ii) approved or appointed by directors so nominated;
or (d) the occurrence of a “change of control”, or other similar provision, as defined in any agreement governing
Material Indebtedness that would cause such Material Indebtedness to become due, or require the prepayment, repurchase, redemption
or defeasance thereof, prior to its scheduled maturity, or require the borrower or issuer thereof to make any offer to prepay,
repurchase or redeem such Material Indebtedness prior to its scheduled maturity.


 


“Change
in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement (including any law, rule
or regulations currently under contemplation as of the date of this Agreement), (b) any change in any law, rule or regulation
or in the interpretation, application or implementation thereof by any Governmental Authority after the date of this Agreement
or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s
holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or


 




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issued after
the date of this Agreement. The Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Co-Documentation
Agents” means, HSBC Bank plc, JPMorgan Chase Bank, N.A. and Royal Bank of Canada, in their capacity as co-documentation
agents, and each of their successors in such capacity.


 


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


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make a Loan hereunder on the Effective Date, expressed as
an amount representing the maximum principal amount of the Loan to be made by such Lender hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The
initial aggregate amount of the Lenders’ Commitments on the Effective Date is $500,000,000.


 


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


 


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


 


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


 


“Consolidated”
means the resultant consolidation of the financial statements of Holdings and its Subsidiaries in accordance with GAAP, including
principles of consolidation consistent with those applied in preparation of the most recent consolidated financial statements
referred to in Section 3.04 hereof.


 


“Consolidated
Depreciation and Amortization Charges” means, for any period, the aggregate of all depreciation and amortization charges
including but not limited to those relating to fixed assets, leasehold improvements and general intangibles (specifically including
goodwill) of Holdings for such period, as determined on a Consolidated basis and in accordance with GAAP.


 


“Consolidated
EBITDA” means, for any Test Period, as determined on a Consolidated basis and in accordance with GAAP, Consolidated
Net Earnings for such Test Period:


 




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(a)       plus
the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (i) Consolidated Interest Expense,
(ii) Consolidated Income Tax Expense, (iii) Consolidated Depreciation and Amortization Charges, (iv) non-cash charges or expenses
in connection with options, restricted stock, restricted stock units or other equity level awards under any Holdings incentive
plan, (v) cash non-recurring (A) fees, costs and expenses incurred in connection with the Transactions or the IHS-Markit Transactions
and the Exchange Offer and (B) other acquisition or restructuring charges or expenses related to employee severance or facilities
consolidation and acquisition related transactions expenses provided that for any Test Period, the aggregate amount added back
under this clause (v)(B) shall not exceed 10% of the Consolidated EBITDA for such period (together with any addbacks made pursuant
to clause (x)(B) in the proviso below in reliance on clause (1)(I) of the proviso to such clause (x) and before giving effect
to such add-backs and adjustments), (vi) any non-cash modifications to pension and post-retirement employee benefit plans, settlement
costs incurred to annuitize retirees or facilitate lump-sum buyout offers under pension and post-retirement employee benefit plans
or mark-to-market adjustments under pension and post-retirement employee benefit plans provided that for any Test Period,
the aggregate amount added back under this clause (vi) shall not comprise more than 5% of the Consolidated EBITDA for such period,
(vii) non-cash losses or charges (including charges incurred pursuant to the refinancing of the credit facility in effect prior
to this Agreement) that are unusual or non-recurring, (viii) losses, charges, expenses, costs, accruals or reserves of any kind
associated with any litigation (including any legal fees and expenses) and/or payment of actual or prospective legal settlements,
fines, judgments or orders and (ix) the amount of any losses, charges, expenses, costs, accruals or reserves of any kind associated
with any subsidiary of Holdings attributable to non-controlling interests or minority interests of third parties,


 


(b)       minus
extraordinary or unusual one-time gains;


 


provided that, for purposes of
calculating the Leverage Ratio and any Pro Forma calculation, Consolidated EBITDA shall include the consolidated earnings before
interest, taxes, depreciation and amortization of any Target who was acquired or whose assets were acquired during such period
as calculated for the period prior to the acquisition on a basis which is calculated on a good faith basis by a financial or accounting
officer of Holdings or is otherwise in compliance with the requirements of Article 11 of Regulation S-X of the Securities and
Exchange Commission and to:


 


(x)       give
the full pro forma effect to any “run rate” cost savings, operating expense reductions, operational improvements and
synergies (net of actual amounts realized) that are reasonably identifiable and factually supportable (in the good faith determination
of Holdings) related to (A) the Transactions or the IHS-Markit Transactions and (B) any Investment or acquisition after the Effective
Date; provided that (1) the amount of cost savings, expense reductions, operational improvements and synergies added back in reliance
on this clause (x)(B) in any Test Period with respect to any Investment or acquisition consummated after the Effective Date may
not exceed an amount equal to (I) 10% of the Consolidated EBITDA for such period (together with any addbacks made pursuant to
clause (a)(v)(B) above during such Test Period and before giving effect to such addbacks and adjustments) plus (II) any pro forma
adjustment that is consistent with Regulation S-X of the Securities and Exchange Commission and (2) such cost savings, expense
reductions, operational improvements and synergies are expected to be


 




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realized or
achieved within (I) 18 months following the Effective Date with respect to such add-backs made in respect of the Transactions,
(II) 18 months following July 12, 2016 with respect to the IHS-Markit Transactions and (III) within 12 months following such Investment
or acquisition made after the Effective Date, as applicable;


 


(y)       add
back thereto the sum of the following: (A) non-cash charges or expenses in connection with options, restricted stock, restricted
stock units or other equity level awards under any employee incentive plan; (B) cash non-recurring acquisition or restructuring
charges or expenses related to employee severance or facilities consolidation and acquisition related transactions expenses provided
that for any Test Period, the aggregate amount added back under this clause (B) shall not comprise more than 10% of the total
consolidated earnings before interest, taxes, depreciation and amortization of the Target for such period, (C) non-cash losses
or charges that are unusual or non-recurring, and (D) any taxes related to the foregoing; and


 


(z)       subtract
therefrom extraordinary or unusual one-time gains.


 


Notwithstanding
the foregoing, Consolidated EBITDA for the fiscal quarter ended (a) November 30, 2015 shall be deemed to be $345,099,000, (b)
February 29, 2016 shall be deemed to be $312,787,000, (c) May 31, 2016 shall be deemed to be $333,804,000 and (d) August 31, 2016
shall be deemed to be $339,000,000.


 


“Consolidated
Funded Indebtedness” means, at any date, all Indebtedness (other than net obligations under any Hedge Agreement), including,
but not limited to, current, long-term and Subordinated Indebtedness, if any, of Holdings, as determined on a Consolidated basis
and in accordance with GAAP; provided that “Consolidated Funded Indebtedness” shall be (a) adjusted to reflect
the effect (in the good faith determination of the Borrower) of any Debt FX Hedge relating to any such Indebtedness, calculated
on a mark-to-market basis and (b) calculated to exclude any obligation, liability or indebtedness of such Person if, upon or prior
to the maturity thereof, such Person has irrevocably deposited with the proper Person in trust or escrow the necessary funds (or
evidences of indebtedness) for the payment, redemption or satisfaction of such obligation, liability or indebtedness.


 


“Consolidated
Income Tax Expense” means, for any period, all provisions for taxes paid or payable based on the gross or net income
of Holdings (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto),
and all franchise taxes of Holdings, as determined on a Consolidated basis and in accordance with GAAP.


 


“Consolidated
Interest Expense” means, for any period, the interest expense of Holdings for such period, as determined on a Consolidated
basis and in accordance with GAAP.


 


“Consolidated
Net Earnings” means, for any period, the net income (loss) of Holdings for such period, as determined on a Consolidated
basis and in accordance with GAAP excluding therefrom however, to the extent otherwise included therein: (a) the income (or loss)
of any Person (other than a Subsidiary) in which Holdings or a Subsidiary has an ownership interest to the extent recorded separately
on the financial statements of Holdings as income from equity investments; provided, however, that (i) Consolidated Net Earnings
shall include amounts in respect of such income when actually received in cash by Holdings or such Subsidiary in the


 




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form of dividends
or similar distributions and (ii) Consolidated Net Earnings shall be reduced by the aggregate amount of all investments, regardless
of the form thereof, made by Holdings or any Subsidiary in such Person for the purpose of funding any deficit or loss of such
Person and (b) the income of any Subsidiary to the extent the payment of such income in the form of a distribution or repayment
of any Indebtedness to Holdings or a Subsidiary is not permitted on account of any restriction in by-laws, articles of incorporation
or similar governing document or any agreement applicable to such Subsidiary.


 


“Contract
Rate” has the meaning assigned to such term in Section 10.13(a).


 


“CTA”
means the UK Corporation Tax Act 2009.


 


“Debt
FX Hedge” means any Hedge Agreement entered into for the purpose of hedging currency-related risks in respect of any
Indebtedness of the type described in the definition of “Consolidated Funded Indebtedness”.


 


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


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


“Defaulting
Lender” means, subject to the last paragraph of Section 2.20, any Person (other than Holdings or any of its Subsidiaries)
that has (a) defaulted on (or is otherwise unable to perform) its obligations under this Agreement, including without limitation,
to (i) make all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder
unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable
default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) notified
the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation
to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing
or public statement) cannot be satisfied), (c) failed, within three Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation


 




    8


     

    

of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such
a capacity, or (iii) become the subject of a Bail-in Action; provided that a Person shall not be a Defaulting Lender solely by
virtue of the ownership or acquisition of any Equity Interest in that Person or any direct or indirect parent company thereof
by a Governmental Authority so long as such ownership interest does not result in or provide such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit
such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with
such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such
Lender shall be deemed to be a Defaulting Lender (subject to the last paragraph of Section 2.20) as of the date established
therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative
Agent to the Borrower and each other Lender promptly following such determination.


 


“Disclosed
Matters” means all the matters disclosed on Schedule 3.06.


 


“Disposition”
means any sale, transfer, lease or other disposition of assets of any Person. “Dispose” shall have a correlative meaning.


 


“Dollars”
or “$” refers to lawful currency of the United States of America.


 


“EBT”
means, collectively, the Markit Group Holdings Limited Employee Benefit Trust, together with any successor thereto and any replacement
or additional employee benefit trust (or similar vehicle) maintained by Holdings or its Subsidiaries, together, in each case,
with any subsidiary thereof.


 


“EBT
Documents” means, collectively, (i) the EBT Loan Agreements, (ii) that certain Share Purchase Deed, dated August 30,
2012, by and among the EBT Trustee, MGHL and the sellers party thereto, (iii) that certain Share Purchase Agreement, dated January
28, 2010, by and among MGHL, Ashurst LLP, MGHL Jersey Limited and the sellers party thereto, (iv) that certain Escrow Instruction
Deed, dated August 30, 2012, by and among the sellers party thereto, Ashurst LLP, MGHL and the EBT Trustee, (v) that certain Trust
Deed, dated January 27, 2010, by and among MGHL and the EBT Trustee, (vi) that certain Statement of Wishes, dated January 29,
2010, by and among MGHL and the EBT Trustee and (vii) any documents evidencing the transfer or assignment of assets, rights or
liabilities among one or more EBTs and, in each case, all annexes, schedules and exhibits attached thereto.


 


“EBT
Loan Agreements” means, collectively, (i) that certain Loan Agreement, dated August 30, 2012, by and among MGHL and
the EBT Trustee, (ii) that certain Loan Agreement, dated January 28, 2010, by and among MGHL and the EBT Trustee and (iii) any
documents evidencing the transfer or assignment of assets, rights or liabilities under the EBT Loan Agreements set forth in the
foregoing clauses (i) and (ii) among one or more EBTs and, in each case, all annexes, schedules and exhibits attached thereto.


 




    9


     

    

“EBT
Trustee” means Elian Employee Benefit Trustee Limited, in its capacity as trustee in respect of the EBT, together with
any successor to such capacity and any trustee, administrator, principal fiduciary, executor or Person performing a similar role
in respect of any EBT.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 10.02).


 


“Election
Date” means, with respect to any fiscal quarter, the date that is the deadline for Holdings’ delivery of the financial
statements pursuant to Section 5.01(a) or (b), as applicable, and the corresponding Compliance Certificate required
by Section 5.01.


 


“Elevated
Leverage Period” means, with respect to any Trigger Quarter, the period beginning with the first day of such Trigger
Quarter and continuing until and ending on the last day of the fiscal quarter of Holdings (a) identified by Holdings as the end
of the period for which the Maximum Leverage Ratio is increased to 3.75 to 1.00 and (b) for which the actual Leverage Ratio is
less than or equal to 3.50 to 1.00; provided, that, in no event shall any Elevated Leverage Period last longer than three consecutive
fiscal quarters (including the related Trigger Quarter).


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, directives, policies, guidelines, permits, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating
in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release
of any Hazardous Material or to health and safety matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of Holdings or any Subsidiary directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.


 




    10


     

    

“Equity
Interests” means shares of the capital stock, partnership interests, membership interest in a limited liability company
or unlimited liability company, beneficial interests in a trust or other equity interests or any warrants, options or other rights
to acquire such interests.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA
Affiliate” means any entity, whether or not incorporated, that is under common control with the Borrower within the
meaning of Section 4001(a)(14) of ERISA or any trade or business (whether or not incorporated) that, together with Holdings, is
treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.


 


“ERISA
Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued
thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure of Holdings
or any ERISA Affiliate to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan
or any failure of by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section
302 of ERISA) applicable to such Plan, whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of
ERISA; (c) the filing pursuant to Section 412 of the Code or Section 302 of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by Holdings or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by Holdings or any ERISA Affiliate from the PBGC
or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by Holdings or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; (g) the receipt by Holdings or any ERISA Affiliate of any notice, or the receipt
by any Multiemployer Plan from Holdings or any ERISA Affiliate of any notice, (1) concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA or in
“endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA
or (2) that the PBGC has issued a partition order under Section 4233 of ERISA with respect to the Multiemployer Plan; or (h) any
Plan is determined, or expected to be determined, to be in “at risk” status within the meaning of Section 430 of the
Code or Section 303 of ERISA).


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor person), as in effect from time to time. 1


 


“euro”
or “Euro” means the single currency of the Participating Member States.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by


 


 


 


_______________


1The
EU Bail-In Legislation Schedule may be found at http://www.lma.eu.com/uploads/files/EU%20BAIL-IN%20LEGISLATION%20SCHEDULE%20131334-2-14%20v3%200.pdf 




    11


     

    

reference to
the Eurodollar Rate but not including any Loan or Borrowing bearing interest at a rate determined by reference to clause (c) of
the definition of the term “Alternate Base Rate”.


 


“Eurodollar
Rate” means (a) for any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank
Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent
and published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as
may be designated by the Administrative Agent from time to time) at approximately 11:00 A.M., London time, two Business Days prior
to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period; and


 


(b)       for
any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 A.M., London
time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day;


 


provided that
to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate
shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not
administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably
determined by the Administrative Agent. Notwithstanding the foregoing, the Eurodollar Rate shall not be less than zero for purposes
of this Agreement.


 


“Event
of Default” has the meaning assigned to such term in Section 8.01.


 


“Exchange
Offer” means the offer to exchange the 5.00% Senior Notes due 2022 issued by IHS Inc. for up to an aggregate principal
amount of $750,000,000 of Markit Senior Notes and cash.


 


“Excluded
Subsidiary” means (a) any Immaterial Subsidiary, (b) any Subsidiary that is not, directly or indirectly, wholly owned
by Holdings and the terms of the agreement under which such Subsidiary was created or formed prohibits it from providing a Guarantee
of the Obligations, (c) any not-for-profit Subsidiary, (d) any Subsidiary (i) that (and for so long as it) is prohibited by law,
regulation or contractual obligation from providing a Guarantee of the Obligations; provided that, with respect to any
contractual obligations, such contractual obligation is in effect on the Effective Date (or, with respect to any Subsidiary that
is acquired after the Effective Date, in effect on the date of such acquisition) and in each case not entered into in contemplation
thereof, (ii) where the Guarantee of the Obligations by such Subsidiary would conflict with the fiduciary duties of such Subsidiary’s
directors or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for such
Subsidiary or any of its officers or directors or to the extent it is not within the legal capacity of such Subsidiary to provide
Guarantee of the Obligations (whether as a result of financial assistance, corporate benefit, thin capitalization, capital maintenance,
liquidity maintenance or similar rules or otherwise), (iii) that would require a governmental (including regulatory) consent,
approval, license or authorization in order to Guarantee the Obligations (to the extent not obtained) (including, in the case
of a Non-US Subsidiary, to the extent prohibited under any financial assistance, corporate benefit or thin capitalization rule
or during a “whitewash” process


 




    12


     

    

or (iv) where
the Guarantee of the Obligations by such Subsidiary would result in material adverse tax consequences as reasonably determined
by MGHL and notified to the Administrative Agent, (e) any Subsidiary acquired by Holdings that, at the time of the relevant acquisition,
is an obligor in respect of assumed Indebtedness permitted by Section 6.01 to the extent (i) (and for so long as) the documentation
governing the applicable assumed Indebtedness prohibits such Subsidiary from providing a Guarantee of the Obligations and (ii)
the relevant prohibition was not implemented in contemplation of the applicable acquisition, (f) captive insurance Subsidiaries
and (g) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and Holdings, the burden
or cost of providing a Guarantee of the Obligations shall outweigh the benefits to be afforded thereby, including the burden or
cost of complying with any applicable financial assistance, corporate benefit or thin capitalization rules (and the Lenders acknowledge
that the maximum amount of the Obligations that may be guaranteed by any Loan Party may be limited to minimize stamp duty, notarization,
registration or other applicable fees, taxes and duties where the benefit to the Guaranteed Parties of increasing the guaranteed
amount is disproportionate to the cost of such fees, taxes and duties).


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, (a) any Swap Obligation in respect of a Swap if, and to the extent
that, and only for so long as, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security
interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange
Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation
of any thereof) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined
in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest
by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap
Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the
relevant Loan Parties and counterparty applicable to such Swap Obligations, and agreed by the Administrative Agent. If a Swap
Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such
Swap Obligation that is attributable to Swaps for which such Guarantee or security interest is or becomes illegal.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made
by or on account of any obligation of any Loan Party under any Loan Document, (a) income or franchise Taxes imposed on (or measured
by) its net income (however denominated), in each case imposed by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, (b) Other Connection Taxes, (c) any branch profits Taxes imposed by the United States
of America or any similar Tax imposed by any other jurisdiction in which the Borrower is located, (d) in the case of a Lender
(other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is imposed
by the United States, the United Kingdom, Switzerland, Canada, Luxembourg or any jurisdiction in which the Borrower is resident
for tax purposes on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a
new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation
of a new lending office (or assignment), to receive additional amounts from an applicable Loan Party with respect to such withholding
Tax pursuant


 




    13


     

    

to Section
2.17(a), (e) Taxes attributable to a Lender’s failure to comply with Section 2.17(e) or Section 2.17(g)
and (f) any withholding Taxes imposed under FATCA.


 


“Existing
Credit Agreement” means the Credit Agreement dated as of July 12, 2016, among Holdings, certain subsidiaries of Holdings
as borrowers, the lenders party thereto and Bank of America, N.A. as administrative agent, as amended, supplemented or otherwise
modified from time to time.


 


“Existing
IHS Senior Notes” means the 5.00% Senior Notes due 2022 issued by IHS Inc., in an aggregate principal amount, together
with the aggregate principal amount of Markit Senior Notes, not to exceed $750,000,000.


 


“Existing
MGHL Joint Venture” means any joint venture owned, directly or indirectly, by Holdings as of the Effective Date, or
which are in the process of being established by Holdings as of the Effective Date, in each case, as set forth on Schedule 1.02.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any agreements entered into pursuant to Section 1471(b)(1) of the
Code, any intergovernmental agreements entered into in connection with the implementation of such sections of the Code and any
current or future rules, legislation, regulations or other official interpretations thereof issued under or with respect to any
of the foregoing.


 


“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published
on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
Bank of America on such day on such transactions as determined by the Administrative Agent. Notwithstanding the foregoing, the
Federal Funds Rate shall not be less than zero for purposes of this Agreement.


 


“Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of Holdings.


 


“Foreign
Lender” means, with respect to the Borrower, any Lender that is organized under the laws of a jurisdiction other than
the jurisdiction in which the Borrower is located. For purposes of this definition, the United States of America, any State thereof
or the District of Columbia shall be deemed to be one jurisdiction and Canada and any province or territory thereof shall be deemed
to be one jurisdiction.


 


“Foreign
Plan” means any employee benefit plan or arrangement (a) maintained or contributed to by Non-US Subsidiary that is not
subject to the laws of the United States; or (b)


 




    14


     

    

mandated by
a government other than the United States for employees of any Loan Party, and includes Canadian Pension Plans.


 


“Fully
Satisfied” or “Full Satisfaction” means, as of any date, that on or before such date:


 


(a)       with
respect to the Loan Obligations: (i) the principal of and interest accrued to such date on the Loan Obligations shall have been
paid in full in cash, (ii) all fees, expenses and other amounts which constitute Loan Obligations shall have been paid in full
in cash; and (iii) the Commitments shall have expired or irrevocably been terminated.


 


(b)       with
respect to the Hedge Obligations, all termination payments, fees, expenses and other amounts which constitute Hedge Obligations
shall have been paid in full in cash.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government and any group or body charged with setting financial accounting or regulatory capital rules or standards (including
without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on
Banking Supervision or any successor or similar authority to any of the foregoing).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation (including any obligations under an operating
lease) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness
or other obligation (including any obligations under an operating lease) of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.


 


“Guaranteed
Parties” means the Administrative Agent, each Lender and each Affiliate of a Lender that is owed any of the Obligations.


 




    15


     

    

“Guarantor”
means Holdings and each Subsidiary designated as a “Guarantor” on Schedule 1.01 hereto and each other Subsidiary that
becomes a party to the Guaranty Agreement pursuant to Section 5.09.


 


“Guaranty
Agreement” means that certain Guaranty Agreement of the Guarantors in substantially the form of Exhibit C hereto.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or
other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls,
radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental
Law.


 


“Hedge
Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account
of services provided by current or former directors, officers, employees or consultants of Holdings or its Subsidiaries shall
be a Hedge Agreement.


 


“Hedge
Obligations” means all obligations, indebtedness, and liabilities of Holdings or any Subsidiaries, or any one of them,
to any Lender or any Affiliate of any Lender, arising pursuant to any Hedge Agreements entered into by such Lender or Affiliate
with Holdings or any Subsidiaries, or any one of them, whether now existing or hereafter arising, whether direct, indirect, related,
unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, all
fees, costs, and expenses (including attorneys’ fees and expenses) provided for in such Hedge Agreements.


 


“Holdings”
has the meaning assigned to such term in the first paragraph hereof.


 


“IFRS”
means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements.


 


“IHS
Global” has the meaning assigned to such term in the first paragraph hereof.


 


“IHS-Markit
Transactions” means the execution, delivery and performance by each loan party under the Existing Credit Agreement of
the loan documents in connection with the Existing Credit Agreement to which it is a party, the borrowing of loans under the Existing
Credit Agreement, the use of the proceeds thereof, the issuance of letters of credit under the Existing Credit Agreement, the
Refinancing (as defined in the Existing Credit Agreement as in effect on the date hereof) and the consummation of the Merger and
the payment of related fees and expenses.


 


“Immaterial
Subsidiary” means, as of any date of determination, each Subsidiary that has revenue of less than 10% of Holdings’
consolidated revenue determined as of the last day of the most recently ended Test Period; provided further that, at all times
prior to the first delivery of


 




    16


     

    

financial statements
pursuant to Section 5.01(a) or (b), this definition shall be applied based on the pro forma consolidated financial
statements of Holdings delivered pursuant to Section 4.01(i).


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to advances of
any kind; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations
of such Person under conditional sale or other title retention agreements relating to property acquired by such Person; (d) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) current accounts payable
and past due accounts payable being contested in accordance with Section 5.04, in each case, incurred in the ordinary course
of business and (ii) any earn out obligation or purchase price adjustment until such obligation (A) becomes a liability on the
balance sheet (excluding footnotes thereto) in accordance with GAAP and (B) has not been paid within thirty (30) days after becoming
due and payable); (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed; (f) all Guarantees by such Person of items described in clauses (a)-(e) and (g)-(k) of this
definition; (g) all Capital Lease Obligations of such Person; (h) all obligations, contingent or otherwise, of such Person as
an account party in respect of letters of credit and letters of guaranty; (i) all obligations, contingent or otherwise, of such
Person in respect of bankers’ acceptances; (j) all obligations of such Person in respect of mandatory redemption or mandatory
dividend rights on Equity Interests of such Person but excluding (i) such obligations to the extent such redemption or dividends
are payable solely in additional Equity Interests, (ii) obligations in respect of Equity Interests issued to any plan for the
benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors,
officers, employees, members of management, managers or consultants, in each case in the ordinary course of business, and (iii)
repurchase obligations pursuant to any management equity subscription agreement, stock option, stock appreciation right or other
stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from
time to time in respect of Equity Interests held by any future, present or former employee, director, officer, manager, member
of management or consultant (or their respective Affiliates or immediate family members); and (k) all obligations of such Person
under any Hedge Agreement. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership
in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person
is not liable therefor. The amount of the obligations of Holdings or any Subsidiary in respect of any Hedge Agreement shall, at
any time of determination and for all purposes under this Agreement, be the maximum aggregate amount (giving effect to any netting
agreements) that Holdings or such Subsidiary would be required to pay if such Hedge Agreement were terminated at such time giving
effect to current market conditions notwithstanding any contrary treatment in accordance with GAAP.


 


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


 




    17


     

    

“Indemnitee”
has the meaning assigned to such term in Section 10.03(b).


 


“Information”
has the meaning assigned to such term in Section 10.12.


 


“Interest
Coverage Ratio” means, as determined for the most recently completed four fiscal quarters of Holdings, on a Consolidated
basis and in accordance with GAAP, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan, the last day of each February, May, August and November, and (b)
with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the
last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest
Period.


 


“Interest
Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may
elect, provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on
the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes
hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.


 


“Investment”
has the meaning assigned to such term in Section 6.04.


 


“ITA”
means the UK Income Tax Act 2007.


 


“Joint
Bookrunners” means, individually or collectively, Bank of America, N.A. and Wells Fargo Securities, LLC, in their capacity
as joint bookrunners, and each of their successors in such capacity.


 


“Lead
Arrangers” means, individually or collectively, Bank of America, N.A. and Wells Fargo Securities, LLC, in their capacity
as lead arrangers, and each of their successors in such capacity.


 


“Lenders”
means (a) for all purposes, the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto
pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Assumption or otherwise and (b) for purposes of the definitions of “Hedge Obligations” and “Guaranteed Parties”
only, shall include any Person who was a Lender at the time a Hedge Agreement was


 




    18


     

    

entered into
by one or more of the Loan Parties, even though, at a later time of determination, such Person no longer holds any Commitments
or Loans hereunder. A Lender may, in its discretion, arrange for one or more Loans to be made by one or more of its domestic or
foreign branches or Affiliates, in which case the term “Lender” shall include any such branch or Affiliate with respect
to Loans made by such Person.


 


“Leverage
Ratio” means, on any date, the ratio of Consolidated Funded Indebtedness as of such date to Consolidated EBITDA for
the four (4) fiscal quarters then ended or then most recently ended.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset, but excluding, for the avoidance of doubt, such interests under operating leases.


 


“Loan
Documents” means this Agreement, the notes executed pursuant to Section 2.09 (if any), the Guaranty Agreement
and any other document or instrument described by the Borrower and the Administrative Agent as a “Loan Document”.
Any reference in this Agreement or any other Loan Document to any Loan Document shall include all appendices, exhibits or schedules
thereto.


 


“Loan
Obligations” means all obligations, indebtedness, and liabilities of Holdings or any Subsidiaries, or any one of them,
to the Administrative Agent and the Lenders arising pursuant to any of the Loan Documents, whether now existing or hereafter arising,
whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several,
including, without limitation, the obligation of Holdings or any Subsidiaries to repay the Loans, interest on the Loans, and all
fees, costs, and expenses (including attorneys’ fees and expenses) provided for in the Loan Documents.


 


“Loan
Parties” means the Borrower, Holdings and the Subsidiary Loan Parties.


 


“Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement.


 


“Markit
Senior Notes” means the 5.00% Senior Notes due 2022 issued by Holdings pursuant to the Exchange Offer in an aggregate
principal amount, together with the aggregate principal amount of Existing IHS Senior Notes, not to exceed $750,000,000.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise,
of Holdings and its Subsidiaries taken as a whole, (b) the validity or enforceability of the Loan Documents, taken as a whole
or (c) the rights of or remedies available to the Administrative Agent or the Lenders under the Loan Documents, taken as a whole.


 


“Material
Indebtedness” means Indebtedness for borrowed money of Holdings and its Subsidiaries in an aggregate principal amount
exceeding $100,000,000.


 




    19


     

    

“Material
Subsidiary” means any Subsidiary that is not an Immaterial Subsidiary.


 


“Maturity
Date” means January 25, 2018.


 


“Maximum
Rate” has the meaning assigned to such term in Section 10.13(a).


 


“Merger”
has the meaning assigned to such term in Section 3.04(a).


 


“MGHL
Private Notes” means (a) the 3.73% Series A Senior Notes due November 4, 2022, in an aggregate principal amount not
to exceed $210,000,000 and (b) the 4.05% Series B Senior Notes due November 4, 2025, in an aggregate principal amount not to exceed
$290,000,000, in each case, issued by MGHL.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 10.02(c).


 


“Non-Loan
Party” means any Subsidiary that is not a Loan Party.


 


“Non-US
Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of
America, any State thereof or the District of Columbia.


 


“Obligations”
means all Loan Obligations and the Hedge Obligations.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Other
Connection Taxes” means, with respect to the Administrative Agent, any Lender, or any other recipient, Taxes imposed
as a result of a present or former connection between the Administrative Agent, any Lender or any other recipient and the jurisdiction
imposing such Tax (other than connections arising from the Administrative Agent, any Lender or any other recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan
or Loan Document).


 


“Other
Taxes” means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges
or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, any Loan Document, except, for the avoidance of doubt, such taxes which arise in connection with any
transfer or assignment of any Lender’s rights and obligations under any Loan Document (other than a transfer or assignment
pursuant to Section 2.19(b)).


 


“Participant”
has the meaning assigned to such term in Section 10.04.


 


“Participant
Register” has the meaning assigned to such term in Section 10.04.


 




    20


     

    

“Participating
Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency
in accordance with legislation of the European Community relating to Economic and Monetary Union.


 


“Patriot
Act” has the meaning assigned to such term in Section 10.20.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in Section 4002 of ERISA and any successor entity performing
similar functions.


 


“Permitted
Capital Markets Debt” means (i) the Markit Senior Notes, (ii) the Existing IHS Senior Notes, (iii) the MGHL Private
Notes and (iv) any extensions, renewals and/or replacements of any such Indebtedness to the extent permitted under Section
6.01.


 


“Permitted
Capital Markets Debt Indenture” means any indenture, note purchase agreement or other agreement under which any Permitted
Capital Markets Debt is issued.


 


“Permitted
Encumbrances” means:


 


(a)       Liens
imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;


 


(b)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in
the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance
with Section 5.04;


 


(c)       pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations;


 


(d)       deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature, in each case in the ordinary course of business;


 


(e)       judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Section 8.01;


 


(f)       easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially detract from the value of the affected property
or interfere with the ordinary conduct of business of Holdings or any Subsidiary;


 


(g)       Liens
arising in respect of leases permitted by this Agreement;


 


(h)       leases
or subleases entered into by Holdings or a Subsidiary in good faith with respect to its property not used in its business and
which do not materially interfere with the ordinary conduct of business of Holdings or any Subsidiary;


 


(i)       statutory
and common law landlords’ liens under leases to which Holdings or one of its Subsidiaries is a party;


 




    21


     

    

(j)       customary
Liens (including the right of set-off) in favor of banking institutions encumbering deposits held by such banking institutions
incurred in the ordinary course of business;


 


(k)       any
payment or close out netting or set off arrangement pursuant to any Hedge Agreement permitted hereunder; and


 


(l)       Liens
in connection with the sale or transfer of any assets in a transaction permitted hereunder, customary rights and restrictions
contained in agreements relating to such sale or transfer pending the completion thereof;


 


provided that the term
“Permitted Encumbrances” shall not include any Lien securing Indebtedness of the type described in clauses (a) or
(b) of the definition thereof.


 


“Person”
means any natural person, corporation, limited liability company, unlimited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity.


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA or with respect to which the Borrower or any of their ERISA Affiliates has any actual or contingent liability.


 


“Platform”
has the meaning assigned to such term in Section 5.01.


 


“Principal
Repayment Date” has the meaning set forth in Section 2.10(a).


 


“Pro
Forma” means, in reference to any financial calculation hereunder and the proposed transaction requiring such calculation,
that such calculation for the applicable period is made: (a) assuming the consummation of the transaction in question, (b) assuming
that the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period, (c) to
the extent such Indebtedness bears interest at a floating rate, using the rate in effect at the time of calculation for the entire
period of calculation, and (d) including in Consolidated EBITDA as provided in the definition thereof, the consolidated earnings
before interest, taxes, depreciation and amortization of the Target for the period prior to the acquisition calculated in a manner
consistent with the definition of Consolidated EBITDA herein and on a basis which is calculated on a good faith basis by a financial
or accounting officer of Holdings (or otherwise in compliance with the requirements of Article 11 of Regulation S-X of the Securities
and Exchange Commission) and the adjustments including, for the avoidance of doubt, provided in clauses (x), (y) and (z) of the
proviso to the definition of Consolidated EBITDA.


 


“Proposed
Change” has the meaning assigned to such term in Section 10.02(c).


 


“Public
Lender” has the meaning assigned to such term in Section 5.01.


 




    22


     

    

“Qualified
ECP Guarantor” means in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or
grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets
exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act
or any regulations promulgated thereunder and which may cause another person to qualify as an “eligible contract participant”
with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


“Register”
has the meaning assigned to such term in Section 10.04.


 


“Related
Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person’s Affiliates.


 


“Removal
Effective Date” has the meaning assigned to such term in Section 9.06(b).


 


“Required
Lenders” means, at any time, Lenders having Loans representing greater than 50% of the sum of the total outstanding
Loans at such time.


 


“Resignation
Effective Date” has the meaning assigned to such term in Section 9.06(a).


 


“Responsible
Officer” means the chief executive officer, president, executive vice president, senior vice president, vice president,
chief financial officer, treasurer, assistant treasurer, director or controller of a Loan Party, the secretary or any assistant
secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee
of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other
officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and
the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests issued by Holdings or any Subsidiary, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination
of any such Equity Interests.


 


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


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of specially designated Persons maintained
by OFAC, the U.S. Department of State, United Nations Security Council, the European Union, any European Union member state, the
French Government or Her Majesty’s Treasury of the United Kingdom, (b) any Person that has a place of business, or is organized
or resident, in a jurisdiction that is the subject of any comprehensive


 




    23


     

    

territorial
Sanctions, (c) any Governmental Authority or government instrumentality of any Sanctioned Country or (d) any Person owned or controlled
by any such Person.


 


“Sanction(s)”
means economic or financial sanctions or trade embargoes enacted, imposed, administered or enforced from time to time by (a) OFAC
or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state,
the French Government or Her Majesty’s Treasury of the United Kingdom.


 


“Solvent”
means (a) the fair value of the assets of Holdings and its Subsidiaries taken as a whole, at a fair valuation, will exceed their
debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of Holdings
and its Subsidiaries taken as a whole will be greater than the amount that will be required to pay the probable liability of their
debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;
(c) Holdings and its Subsidiaries taken as a whole will be able to pay their debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (d) Holdings and its Subsidiaries taken as a whole do
not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted
and is proposed to be conducted following the Effective Date. As used in this definition, the term “fair value” means
the amount at which the applicable assets would change hands between a willing buyer and a willing seller within a reasonable
time, each having reasonable knowledge of the relevant facts, neither being under any compulsion to act, with equity to both and
“present fair saleable value” means the amount that may be realized if the applicable company’s aggregate assets
are sold with reasonable promptness in an arm’s length transaction under present conditions for the sale of a comparable
business enterprises.


 


“Spot
Rate” means, with respect to any day, the rate determined on such date on the basis of the offered exchange rates, as
reflected in the foreign currency exchange rate display of the Bloomberg screen page (or on any successor or substitute page,
or any successor to or substitute for Bloomberg, providing exchange rate quotations comparable to those currently provided by
the Bloomberg on such page, as determined by the Administrative Agent from time to time) at or about 11:00 A.M. (New York City
time), to purchase Dollars with the other applicable currency; provided that, if at least two such offered rates appear on such
display, the rate shall be the arithmetic mean of such offered rates and, if no such offered rates are so displayed, the Spot
Rate shall be determined by the Administrative Agent on the basis of the arithmetic mean of such offered rates as determined by
the Administrative Agent in accordance with its normal practice.


 


“Subordinated”
means, as applied to Indebtedness, Indebtedness that shall have been subordinated (by written terms or written agreement being,
in either case, in form and substance satisfactory to Administrative Agent and the Required Lenders) in favor of the prior payment
in full of the Loan Obligations.


 


“subsidiary”
means (a) a corporation more than fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by a Person
or by one or more other subsidiaries of such Person or by such Person and one or more subsidiaries of such Person, (b) a partnership,
limited liability company or unlimited liability company of which a Person, one or more other subsidiaries of such Person or such
Person and one or more subsidiaries of such Person, directly


 




    24


     

    

or indirectly,
is a general partner or managing member, as the case may be, or otherwise has an ownership interest greater than fifty percent
(50%) of all of the ownership interests in such partnership, limited liability company or unlimited liability company, or (c)
any other Person (other than a corporation, partnership, limited liability company or unlimited liability company) in which the
applicable Person, one or more other subsidiaries of such applicable Person or such applicable Person and one or more subsidiaries
of such applicable Person, directly or indirectly, has at least a majority interest in the Voting Power or the power to elect
or direct the election of a majority of directors or other governing body of such Person. Notwithstanding the foregoing, it is
understood and agreed that (i) each EBT shall be deemed not to constitute a subsidiary of Holdings or MGHL for all purposes of
the Loan Documents, except for purposes of financial reporting on a Consolidated basis to the extent required by GAAP and (ii)
if the financial results of any Existing MGHL Joint Venture are not required to be consolidated with Holdings pursuant to GAAP,
such joint venture (and any direct or indirect subsidiary thereof) shall be deemed not to constitute a subsidiary of Holdings
or MGHL for all purposes of the Loan Documents, including for purposes of financial reporting on a Consolidated basis.


 


“Subsidiary”
means any subsidiary of Holdings.


 


“Subsidiary
Loan Party” means any Subsidiary of Holdings that is party hereto or to any other Loan Document.


 


“Swap”
means any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the
Commodity Exchange Act.


 


“Swap
Obligation” means, with respect to any Person, any obligation to pay or perform under any Swap.


 


“Syndication
Agent” means Wells Fargo Bank, N.A., in its capacity as Syndication Agent, and each of its successors in such capacity.


 


“Target”
means a Person who is to be acquired or whose assets are to be acquired in a transaction permitted hereby.


 


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


 


“Termination
Event” (a) the whole or partial withdrawal of any Subsidiary from a Canadian Pension Plan during a plan year; or (b)
the filing of a notice of intent to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension
Plan amendment as a termination of partial termination; or (c) the institution of proceedings by any Governmental Authority to
terminate in whole or in part or have a trustee appointed to administer a Canadian Pension Plan; or (d) any other event or condition
which might constitute grounds for the termination of, winding up or partial termination of winding up or the appointment of trustee
to administer, any Canadian Pension Plan.


 


“Testing
Election” has the meaning assigned to such term in Section 1.06(b).


 




    25


     

    

“Test
Period” means, as of any date, the period of four consecutive fiscal quarters then most recently ended for which financial
statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have
been delivered); it being understood and agreed that prior to the first delivery (or required delivery) of financial statements
pursuant to Section 5.01(a), “Test Period” means the period of four consecutive fiscal quarters most recently
ended for which financial statements of IHS Inc. and Holdings are available.


 


“Transactions”
means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing
of Loans, the use of the proceeds thereof and the payment of related fees and expenses.


 


“Trigger
Quarter” means a fiscal quarter that Holdings or MGHL has designated in writing as such and for which Holdings or MGHL
has notified the Administrative Agent that an Acquisition Threshold has been achieved; provided that with respect to any acquisition
or similar Investment, a Trigger Quarter shall be deemed to have been elected for the fiscal quarter during which such acquisition
was closed if Holdings shall have assumed that an Elevated Leverage Period existed when calculating Pro Forma compliance under
Section 6.01(h)(i) or Section 6.04(k)(ii).


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Eurodollar Rate or the Alternate Base Rate.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which
are required to be applied in connection with the issue of perfection of security interests.


 


“UK
GAAP” means generally accepted accounting principles in the United Kingdom including IFRS.


 


“UK
Qualifying Lender” means a Lender which is beneficially entitled to interest and fees payable to it in respect of a
Borrowing by the Borrower pursuant to this Agreement (a “UK Loan”) and is (a) a bank (as defined for the purposes
of s.879 ITA) making a UK Loan and which is subject to United Kingdom corporation tax in respect of interest payments made in
respect of the UK Loan; or (b) a Lender in respect of a UK Loan made by a Person that was a bank (as defined for the purposes
of s.879 ITA) at the time that that UK Loan was made and which is subject to United Kingdom corporation tax in respect of interest
payments made in respect of the UK Loan; or (c) a UK Treaty Lender; or (d) a company resident in the United Kingdom, or a partnership
each member of which is a company resident in the United Kingdom for United Kingdom tax purposes; or (e) a company not so resident
in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account
interest and fees payable to it in respect of the UK Loan in computing its chargeable profits for the purposes of Section 19 CTA.


 


“UK
Treaty Lender” means a Lender: (a) that is resident in a jurisdiction with which the United Kingdom has a double taxation
agreement which makes provision for full exemption from United Kingdom taxation imposed on interest and fees (a “Treaty”);
(b) which does not


 




    26


     

    

carry on business
in the United Kingdom through a permanent establishment with which a payment of interest or fees under a Borrowing is effectively
connected; and (c) which meets all other conditions (including the completion of any necessary procedural formalities) in the
Treaty for full exemption from tax imposed by the United Kingdom on interest and fees payable to that Lender in respect of an
advance under a Loan Document.


 


“US
Subsidiary” means any Subsidiary that is organized under the laws of the United States of America, any state thereof
or the District of Columbia.


 


“Voting
Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital
stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar
governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares
of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively
the election of that percentage of the members of the board of directors or similar governing body of such Person.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


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


 


Section
1.02     Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings
also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).


 


Section
1.03     Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed
to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition
of or reference to any agreement, instrument, legislation or other document herein shall be construed as referring to such agreement,
instrument, legislation or other document as from time to time amended, restated, supplemented or otherwise modified (subject
to any restrictions on such amendments, restatements, supplements or other modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.


 




    27


     

    

Section
1.04     Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if Holdings notifies the Administrative Agent that it requests an amendment to any provision
hereof to preserve the original intent thereof and to eliminate the effect of any change occurring after the date hereof in GAAP
or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. The Loan Parties shall not be required to pay to any Guaranteed Party any fees in connection
with any amendment, the sole purposes of which is to eliminate the effect of any change occurring after the date hereof in GAAP
or in the application thereof, other than fees and expenses contemplated by Section 10.03(a). Notwithstanding the foregoing,
with respect to Holdings and its subsidiaries (to the extent constituting subsidiaries thereof prior to the Merger), for any periods
prior to July 12, 2016, all terms of an accounting or financial nature shall be construed in accordance with UK GAAP and IFRS.


 


Section
1.05     Conversion of Foreign Currencies.


 


(a)       Exchange
Rates Generally. For purposes of any determination under Article V, Article VI or Article VIII with respect to the amount
of any Indebtedness, Lien, Restricted Payment, Investment, Disposition, affiliate transaction or other transaction, event or circumstance,
or any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”),
in a currency other than Dollars, (i) the equivalent amount in Dollars of a specified transaction in a currency other than Dollars
shall be calculated based on the Spot Rate on the date of such specified transaction (which, in the case of any Restricted Payment,
shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed
to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted)
to refinance or replace other Indebtedness denominated in a currency other than Dollars, and the relevant refinancing or replacement
would cause the applicable Dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate
in effect on the date of such refinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been
exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien
granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being refinanced or replaced,
except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable
and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing
or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section
6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of
a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction
was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of
Article VII and the calculation of compliance with any financial ratio for purposes of taking


 




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any
action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated
into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections
5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04), as applicable, for
the relevant Test Period; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be adjusted to
reflect the effect (in the good faith determination of the Borrower) of any Debt FX Hedge relating to any such Indebtedness, calculated
on a mark-to-market basis. Notwithstanding the foregoing or anything to the contrary herein, to the extent that Holdings would
not be in compliance with any provision of Article VII if any Indebtedness denominated in a currency other than Dollars were to
be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered
pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with such provision
if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis
of the average relevant currency exchange rates over such Test Period (taking into account the currency effects of any Hedge Agreement
permitted hereunder and entered into with respect to the currency exchange risks relating to such Indebtedness), then, solely
for purposes of compliance with Article VII, the Interest Coverage Ratio and/or the Leverage Ratio as of the last day of such
Test Period shall be calculated on the basis of such average relevant currency exchange rates; provided that the amount of any
Indebtedness that is subject to a Debt FX Hedge shall be adjusted to reflect the effect (in the good faith determination of the
Borrower) of any Debt FX Hedge relating to any such Indebtedness, calculated on a mark-to-market basis.


 


(b)       [Reserved].


 


(c)       Rounding-Off.
The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round-off amounts hereunder to the nearest
higher or lower amount in whole Dollars or other currency or smaller denomination thereof.


 


Section
1.06Certain Calculations and Tests.


 


(a)       Notwithstanding
anything to the contrary herein, but subject to Sections 1.06(b) and (c), all financial ratios and tests (including the Leverage
Ratio, the Interest Coverage Ratio, the Aggregation Test and the amount of Consolidated EBITDA) contained in this Agreement that
are calculated with respect to any Test Period shall be calculated with respect to such Test Period on a Pro Forma basis.


 


(b)       Notwithstanding
anything to the contrary herein (including in connection with any calculation made on a Pro Forma basis), to the extent that the
terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 7.01,
Section 7.02 and Section 5.09(a), any Leverage Ratio test, Aggregation Test and/or any Interest Coverage Ratio test) and/or any
cap expressed as a percentage of Consolidated EBITDA or (ii) the absence of a Default or Event of Default (or any type of Default
or Event of Default) or the making of representations and warranties by each Loan Party as set forth in the Loan Documents as
conditions to (A) the making of any acquisition or similar Investment or the consummation of any transaction in connection therewith
(including the assumption or incurrence of Indebtedness) and/or (B) the making of any Restricted Payment, the determination


 




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of
whether the relevant condition is satisfied may be made, at the election (any such election, a “Testing Election”)
of the Borrower, (1) in the case of any acquisition or similar Investment, at the time of (or on the basis of the financial statements
for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such
acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment,
at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration
of such Restricted Payment or (y) the making of such Restricted Payment after giving effect to the relevant acquisition and/or
Restricted Payment on a Pro Forma basis.


 


(c)       For
purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial
ratio or test (including, without limitation, Section 7.01, Section 7.02 and Section 5.09(a), any Leverage Ratio test, any Interest
Coverage Ratio test, any Aggregation Test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated
at the time such action is taken (subject to clause (b) above), such change is made, such transaction is consummated or such
event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a
change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is
consummated or such event occurs, as the case may be.


 


ARTICLE
II



The Credits


 


Section
2.01     Commitments. Subject to the terms and conditions
set forth herein each Lender severally agrees to make a Loan in Dollars to the Borrower on the Effective Date in a principal amount
equal to its Commitment. Amounts repaid or prepaid in respect of the Loans may not be reborrowed.


 


Section
2.02     Loans and Borrowings.


 


(a)     Loans
Made Ratably. Each Loan shall be made as part of a Borrowing made by the Lenders ratably in accordance with their respective
Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s
failure to make Loans as required.


 


(b)       Initial
Type of Loans. Subject to Section 2.07 and 2.14, each Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance herewith; provided that all Borrowings made on the Effective
Date must be made as ABR Borrowings unless MGHL shall have delivered to the Administrative Agent an agreement that it will be
bound by the provisions of Section 2.16 notwithstanding that this Agreement might not then be effective at least three
Business Days prior to the Effective Date. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 




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(c)       Minimum
Amounts. At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate
principal amount that is an integral multiple of $5,000,000 and not less than $10,000,000.


 


(d)       Limitation
on Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request,
or to elect to convert or continue, any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.


 


Section
2.03      Requests for Borrowings. To request a Borrowing, the Borrower shall notify
the Administrative Agent of such request by telephone or delivery of a Borrowing Request (a) in the case of a Eurodollar Borrowing,
not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing, and (b) in the case
of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or other electronic platform
or electronic transmission approved by the Administrative Agent of a written Borrowing Request in the form attached hereto as
Exhibit E or in such other form as may be approved by the Administrative Agent, signed by a Responsible Officer of the
Borrower and delivered to the Administrative Agent. Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Sections 2.02 and 2.07:


 


(i)       the
aggregate principal amount of such Borrowing;


 


(ii)       the
date of such Borrowing, which shall be a Business Day;


 


(iii)       whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


 


(iv)       in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; and


 


(v)       the
location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section
2.06.


 


If no election as to the Type
of Borrowing is specified, then the requested Borrowing shall be an ABR Dollar Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise
each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.


 


Section
2.04     [Reserved].


 


Section
2.05     [Reserved] 


 


Section
2.06     Funding of Borrowings.


 




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(a)       By
Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds in Dollars by 1:00 P.M., New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of MGHL maintained with the Administrative Agent or by wire transfer,
automated clearing house debit or interbank transfer to such other account, accounts or Persons designated by the Borrower in
the applicable Borrowing Request.


 


(b)       Fundings
Assumed Made. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing
that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with clause (a) of this Section and
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable
to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing. If both the Borrower and the applicable Lender makes the payment required under this clause,
the Administrative Agent shall return to the Borrower that amount it paid hereunder if no Default exists.


 


Section
2.07     Interest Elections.


 


(a)       Conversion
and Continuation. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate
Borrowing.


 


(b)       Delivery
of Interest Election Request. To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent
of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower
was requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or other
electronic transmission approved by the Administrative Agent of a written Interest Election Request in the form of Exhibit
F hereto or


 




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such other
form as the Administrative Agent shall approve, signed by the Borrower and delivered to the Administrative Agent.


 


(c)       Contents
of Interest Election Request. Each telephonic and written Interest Election Request shall specify the following information
in compliance with Section 2.02 and paragraph (f) of this Section:


 


(i)       the
Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect
to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information
to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)       the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)       whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)       if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election
Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.


 


(d)       Notice
to the Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender
of the details thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)       Automatic
Conversion. If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Interest Period such Borrowing shall be continued as a Eurodollar Borrowing with an Interest Period of one month.


 


(f)       Limitations
on Election. Notwithstanding any contrary provision hereof, if an Event of Default exists and the Administrative Agent, at
the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing, and (ii) unless repaid, each Eurodollar Borrowing shall
be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. A Borrowing may not be made, converted
to or continued as a Eurodollar Borrowing if after giving effect thereto (i) the Interest Period therefor would commence before
and end after a date on which any principal of the Loans is scheduled to be repaid and (ii) the sum of the aggregate principal
amount of outstanding Eurodollar Borrowings with Interest Periods ending on or prior to such scheduled repayment date plus the
aggregate


 




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principal amount
of outstanding ABR Borrowings would be less than the aggregate principal amount of Loans required to be repaid on such scheduled
repayment date.


 


Section
2.08     Termination and Reduction of Commitments.


 


(a)       Termination
Date. Unless previously terminated, the Commitments shall terminate when Loans pursuant thereto are made, which shall be on
the Effective Date.


 


(b)       Optional
Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided
that each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than
$10,000,000.


 


(c)       Notice
of Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative
Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made
ratably among the Lenders in accordance with their respective Commitments.


 


Section
2.09     Repayment of Loans; Evidence of Debt.


 


(a)       Promise
to Pay. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Loan of such Lender on the Maturity Date.


 


(b)       Lender
Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.


 


(c)       Administrative
Agent Records. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made
hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)       Prima
Facie Evidence. The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima
facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.


 




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(e)       Request
for a Note. Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note to such Lender (or, if requested by such Lender, to such Lender
and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one
or more promissory notes payable to the payee named therein (or, if such promissory note is a registered note, to such payee and
its registered assigns).


 


Section
2.10     [Reserved].


 


Section
2.11     Prepayment of Loans.


 


(a)       Optional
Prepayment. The Borrower shall have the right at any time and from time to time to prepay any of its Borrowings in whole or
in part, without prepayment penalty or premium subject to the requirements of this Section and Section 2.16.


 


(b)     [Reserved].


 


(c)       [Reserved].


 


(d)       Selection
of Borrowing to be Prepaid. Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select
the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph
(e) of this Section.


 


(e)       Notice
of Prepayment; Application of Prepayments. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy
or other electronic transmission approved by the Administrative Agent) of any prepayment hereunder (i) in the case of prepayment
of a Eurodollar not later than 12:00 noon, New York City time, three Business Days before the date of prepayment and (ii) in the
case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities
or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would
be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary
to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
Optional prepayments of the Loans will be applied to the installments due thereunder in the order of maturity.


 




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Section
2.12     Fees.


 


(a)     [Reserved]


 


(b)       [Reserved]
 


 


(c)       Agent
Fees. MGHL agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between MGHL and the Administrative Agent.


 


(d)       Payment
of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative
Agent for distribution to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.


 


Section
2.13      Interest.


 


(a)       ABR
Borrowings. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)       Eurodollar.
The Loans comprising each Eurodollar Borrowing shall bear interest at the Eurodollar Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 


(c)     [Reserved]


 


(d)       Default
Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by
the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall
bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan,
2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case
of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(e)       Payment
of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided
that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Interest on the Loans shall
be paid in Dollars. The Borrower shall be obligated to pay interest accrued on the Loans that it borrows.


 


(f)       Computation.
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on Bank of America’s “prime rate” shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number
of days elapsed (including the first day but excluding the last day). The


 




    36


     

    

applicable
Alternate Base Rate or Eurodollar Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.


 


Section
2.14     Alternate Rate of Interest. Alternate Rate of
Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(a)       the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Eurodollar Rate for such Interest Period; or


 


(b)       the
Administrative Agent is advised by the Required Lenders that the Eurodollar Rate for such Interest Period will not adequately
and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing
for such Interest Period;


 


then the Administrative Agent
shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or other electronic transmission approved by
the Administrative Agent as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of the affected type shall be ineffective and
(ii) if any Borrowing Request requests a Borrowing of the affected type, such Borrowing shall at the Borrower’s option,
either not be made or be made as an ABR Borrowing.


 


Section
2.15     Increased Costs.


 


(a)     Change
In Law. If any Change in Law shall:


 


(i)       impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement contemplated by
Section 2.15(c)); or


 


(ii)       impose
on any Lender or the applicable interbank market used to determine the Eurodollar Rate any other condition (other than Taxes)
affecting this Agreement, Eurodollar Loans made by such Lender or participation therein;


 


and the result of any of the
foregoing shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Eurodollar Loan
(or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, or to reduce
the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then MGHL
will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.


 


(b)       Capital
Adequacy. If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the
effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company,
if any, as a consequence of this Agreement or the Loans made by, such Lender, to a level below that which


 




    37


     

    

such Lender
or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time
to time MGHL will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding
company for any such reduction suffered.


 


(c)       Reserves
on Eurodollar Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurodollar Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive),
which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received
at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If
a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable
10 days from receipt of such notice.


 


(d)       Delivery
of Certificate. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall
be conclusive absent manifest error. MGHL shall pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.


 


(e)       Limitation
on Compensation. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that MGHL shall not be required to compensate
a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.


 


Section
2.16     Break Funding Payments. In the event of (a)
the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including
as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(e) and is revoked in accordance
therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto
as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, MGHL shall compensate each
Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense
to any Lender shall be deemed to include an amount determined by such Lender to be equal to the sum of: (i) the excess, if any,
of (A) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the
applicable Eurodollar that


 




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would have
been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such
Loan), over (B) the amount of interest which would accrue on such principal amount for such period at the interest rate which
such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars; plus (ii) any loss incurred
in liquidating or closing out any foreign currency contract. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. MGHL shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


Section
2.17     Taxes.


 


(a)       Gross
Up. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without
deduction for any Taxes; provided that if a Loan Party shall be required by applicable law to deduct any Taxes from such
payments, then (i) if such Tax is an Indemnified Tax, the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent,
Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Loan Party
shall make such deductions and (iii) the applicable Loan Party shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.


 


(b)       Payment
of Other Taxes. In addition, MGHL shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable
law.


 


(c)     Tax
Indemnification.


 


(i)       MGHL
shall indemnify the Administrative Agent and each Lender within 10 days after written demand therefor, for the full amount of
any Indemnified Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by
or on account of any obligation of any Loan Party under any Loan Document (including Indemnified Taxes imposed or asserted on
or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The affected Lender or the Administrative
Agent, as the case may be, shall provide reasonable assistance to MGHL, at MGHL’s expense, if MGHL determines that any Indemnified
Taxes were incorrectly or illegally imposed and MGHL determines to contest such Indemnified Taxes. This Section 2.17(c)(i)
shall not apply to the extent that such Indemnified Taxes are compensated for by an increased payment under Section 2.17(a).


 




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(ii)       Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable
to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes
and without limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender’s failure
to comply with the provisions of Section 10.04(c)(i) relating to the maintenance of a Participant Register, in either case,
that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this paragraph (c)(ii).


 


(d)       Receipts.
As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.17,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(e)       Status
of Lenders; FATCA.


 


(i)       Any
Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, or under any other applicable law, with respect to payments under
this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law, at the time it becomes a party to this Agreement, at any time when there has been a change
in that Lender’s circumstances and at such other time or times reasonably requested by the Borrower or Administrative Agent,
such properly completed and executed documentation (if any) prescribed by applicable law or reasonably requested by the Borrower
as will permit such payments to be made without withholding or at a reduced rate.


 


(ii)       FATCA.
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations


 




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under
FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subsection (e)(ii), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(f)       UK
Tax issues; UK Qualifying Lenders. Without limiting the generality of Section 2.17(e) or the definition of the term
“Excluded Taxes”, with respect to Borrowings made or issued to the Borrower pursuant to this Agreement, if,
on the date on which any interest or fee payment falls due:


 


(i)        any
Lender is not a UK Qualifying Lender other than by reason of any change after the date of this Agreement in (or in the interpretation,
administration or application of) any law or double taxation agreement or any published practice or concession of any relevant
taxing authority;


 


(ii)        a
Lender is a UK Qualifying Lender solely by virtue of paragraph (b), (d) or (e) of the definition of “UK Qualifying Lender”
and an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section
931 of the ITA which relates to the payment and that Lender has received from the Borrower making the payment a certified copy
of that Direction and the payment could have been made to the Lender without deduction for Tax if that Direction had not been
made; or


 


(iii)       a
Lender is a UK Qualifying Lender solely by virtue of paragraph (b), (d) or (e) of the definition of “UK Qualifying Lender”,
the relevant Lender has not complied with its obligations under Section 2.17(e)(i) and the payment could have been made
to the Lender without any deduction for Tax if the Lender had complied with its obligations under Section 2.17(e)(i), on
the basis that this would have enabled the Borrower to have formed a reasonable belief that the payment was an “excepted
payment” for the purposes of section 930 of the ITA,


 


the Borrower
shall not be required to compensate such Lender under Section 2.17(a) or 2.17(c) for the amount of Taxes imposed
by the United Kingdom as a consequence thereof. The Borrower shall not be required to compensate any Treaty Lender under Section
2.17(a) or 2.17(c) for any deduction for United Kingdom income tax from interest payments if such deduction is required
as a result of the failure of such Lender to comply with its obligations in Section 2.17(e) or Section 2.17(g).


 


(g)       UK
Treaty Lenders; HMRC DT Treaty Passport Scheme.


 


(i)       Subject
to Section 2.17(g)(ii) and (iii) below, each UK Treaty Lender and the Borrower which makes a payment to which that
UK Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorization
to make that payment without a deduction for Tax.


 


(ii)       A
UK Treaty Lender which holds a passport under the HMRC DT Treaty Passport scheme which becomes a party to this Agreement, and
that wishes that scheme to apply to a Borrowing by the Borrower, shall include an indication to that effect by including its scheme
reference number and its jurisdiction of tax residence in Schedule 2.01 hereto or, where relevant, the Assignment and Assumption
(for the benefit of the Administrative Agent and without liability to the Borrower). If such Lender includes the indication described
above then the


 




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Borrower shall
file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the Effective Date
or the effective date of the relevant Assignment and Assumption. If a Lender has not indicated that it wishes the HMRC DT Treaty
Passport scheme to apply in accordance with this clause (g) as per the above then the Borrower shall not file any form relating
to the HMRC DT Treaty Passport scheme in respect of the Borrowings held by such Lender or any Letters of Credit issued for the
account of the Borrower. For the avoidance of doubt, nothing in this Section 2.17 shall require a UK Treaty Lender to (i)
register under the HMRC DT Treaty Passport scheme or (ii) apply the HMRC DT Treaty Passport scheme to any Borrowings by the Borrower
held by such Lender if it has so registered.


 


(iii)       If
a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section
2.17(g)(ii) above and: (a) the Borrower making a payment to that Lender has not made a DTTP2 filing in respect of that Lender;
or (b) the Borrower making a payment to that Lender has made a DTTP2 filing in respect of that lender but the filing has been
rejected by HM Revenue & Customs or HM Revenue & Customs has not given the Borrower authority to make payments to that
Lender without deduction for Tax within 60 days of the date of the DTTP2 filing and, in each case, the Borrower has notified the
Lender in writing, that Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary
for the Borrower to obtain authorization to make that payment without a deduction for Tax in accordance with paragraph (i) above.


 


(h)       Refund.
If the Administrative Agent or a Lender determines, in its discretion (acting in good faith), that it (or any member of its group)
has received a refund of any Taxes (including by virtue of a credit against or offset of such Taxes, other than a credit or offset
resulting from a payment of such Taxes by a Loan Party) as to which it has been indemnified by a Loan Party or with respect to
which a Loan Party has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the applicable
Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the applicable Loan Party under
this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative
Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund); provided that the applicable Loan Party, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the applicable Loan Party (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required
to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or
any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to any
Loan Party or any other Person.


 


For purposes
of this Section 2.17, the term “applicable law” includes FATCA.


 


Section
2.18     Payments Generally; Pro Rata Treatment; Sharing
of Set-Offs.


 


(a)       Payments
Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether
of principal, interest or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the
time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is


 




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expressly required,
prior to 1:00 P.M., New York City time), on the date when due, in immediately available funds and in Dollars without set off,
deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent,
be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent pursuant to the payment instructions provided by the Administrative Agent and except
that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative
Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension.


 


(b)       Pro
Rata Application. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully
all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest
and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then
due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of principal then due to such parties.


 


(c)       Sharing
of Set-offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or
Lenders, if any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the Loans to the extent necessary so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made
by any Loan Party pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender
as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than
to MGHL or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents
to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against such Loan Party rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.


 


(d)       Payments
from Borrower Assumed Made. Unless the Administrative Agent shall have received notice from the Borrower prior to the date
on which any payment is


 




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due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.


 


(e)       Application
of Amounts Received under the Guaranty Agreement.


 


(i)       Guaranty
Agreement. All amounts received from the Guarantors from collections under the Guaranty Agreement when an Event of Default
exists shall first be applied as payment of the accrued and unpaid fees of the Administrative Agent hereunder and then to all
other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the Administrative
Agent in its capacity as Administrative Agent only and then any remaining amount of such proceeds shall be distributed:


 


(A)       first,
to the Lenders, pro rata in accordance with the respective unpaid amounts of Loan Obligations, until all such Loan Obligations
have been Fully Satisfied;


 


(B)       second,
to the Guaranteed Parties, pro rata in accordance with the respective unpaid amounts of Hedge Obligations, until all such Hedge
Obligations have been Fully Satisfied; and


 


(C)       third,
to the Guaranteed Parties, pro rata in accordance with the respective unpaid amounts of the remaining Obligations.


 


Notwithstanding
the foregoing, no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.


 


(f)       Return
of Amounts. If at any time payment, in whole or in part, of any amount distributed by the Administrative Agent hereunder is
rescinded or must otherwise be restored or returned by the Administrative Agent as a preference, fraudulent conveyance, or otherwise
under any bankruptcy, insolvency, or similar law, then each Person receiving any portion of such amount agrees, upon demand, to
return the portion of such amount it has received to the Administrative Agent.


 


(g)       Notice
of Amount of Obligations. Prior to making any distribution under paragraph (e) of this Section, the Administrative Agent shall
request each Lender to provide the Administrative Agent with a statement of the amounts of Hedge Obligations then owed to such
Lender and its Affiliates. A Lender may provide such information to the Administrative Agent at any time and the Administrative
Agent may also request such information at any time. If a Lender does not provide the Administrative Agent a statement of the
amount of any such


 




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Obligations
within three (3) Business Days of the date requested, the Administrative Agent may make distributions under paragraph (e) thereafter
and the amount of Hedge Obligations then owed to such Lender and its Affiliates shall conclusively be deemed to be zero for purposes
of such distributions. Neither the Lender nor its Affiliates shall have a right to share in such distributions with respect to
any Hedge Obligations owed to it. If a Lender shall thereafter provide the Administrative Agent a statement of the amount of the
Hedge Obligations then owed to such Lender and its Affiliates, any distribution under paragraph (e) made after the notice is received
by the Administrative Agent shall take into account the amount of the Hedge Obligations then owed. No Lender nor any Affiliate
of a Lender that has not provided the statement of the amount of the Hedge Obligations owed under this paragraph (g) shall be
entitled to share retroactively in any distribution made prior to the date when such statement was provided. In furtherance of
the provisions of Article IX, the Administrative Agent shall in all cases be fully protected in making distributions hereunder
in accordance with the statements of the Hedge Obligations received from the Lenders under this paragraph (g).


 


Section
2.19     Mitigation Obligations; Replacement of Lenders.


 


(a)       Mitigation.
If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the
case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. MGHL agrees to pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.


 


(b)       Replacement.
If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a
Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 10.04), all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably
be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section
2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make
any such assignment and delegation if, prior thereto, as a


 




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result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to
apply.


 


Section
2.20     Defaulting Lenders. Notwithstanding any provision
of this Agreement to the contrary, if any Person becomes a Defaulting Lender, then the following provisions shall apply for so
long as such Person is a Defaulting Lender:


 


(a)       [Reserved]


 


(b)       Suspension
of Voting The outstanding Loans held by such Defaulting Lender shall not be included in determining whether all Lenders have
taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.02), provided
that any waiver, amendment or other modification requiring the consent of all Lenders or any waiver, amendment or other modification
of the type described in clauses (i), (ii) and (iii) of paragraph (b) of Section 10.02 affecting such Defaulting Lender
shall require the consent of such Defaulting Lender to the extent required by Section 10.02;


 


(c)       [Reserved] 


 


(d)       [Reserved]


 


(e)       Setoff
Against Defaulting Lender. Any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest,
fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.18(c)
but excluding Section 2.19(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative
Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined
by the Administrative Agent: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder, (ii) second, if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral
for future funding obligations of the Defaulting Lender under this Agreement, (iii) third, pro rata, to the payment of any amounts
owing to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower
or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement and (iv) fourth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that
if such payment is (x) a prepayment of the principal amount of any Loans which a Defaulting Lender has funded its participation
obligations and (y) made at a time when the conditions set forth in Section 4.01 are satisfied, such payment shall be applied
solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied
to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.


 


Section
2.21     Illegality. (a)Eurodollar
Rate. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for any Lender to perform any of its obligations hereunder or make, maintain or fund or charge interest with
respect to any Loan or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has
imposed material restrictions on the


 




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authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such
Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge
interest with respect to any such Loan or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended,
and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined
by reference to the Eurodollar Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender
shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate
component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender
to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the Eurodollar Rate component of the Alternate Base Rate), either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period
of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Eurodollar Rate component
thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine
or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted.


 


ARTICLE
III



Representations and Warranties


 


Holdings
represents and warrants to the Lenders that:


 


Section
3.01     Organization; Powers. Holdings and each Subsidiary
is duly organized, validly existing and, to the extent applicable in the relevant jurisdiction, in good standing under the laws
of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and,
to the extent applicable in the relevant jurisdiction, is in good standing in and qualified to do business in, every jurisdiction
where such qualification is required, in each case, except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.


 


Section
3.02      Authorization; Enforceability. The Transactions
to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower
and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan
Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other


 




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laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law.


 


Section
3.03     Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority,
except (i) such as have been obtained or made and are in full force and effect or (ii) as could not reasonably be expected to
result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational
or constitutional documents of Holdings or any Subsidiaries or any order of any Governmental Authority, in each case, except as
could not reasonably be expected to result in a Material Adverse Effect), (c) will not violate or result in a default under (i)
any Permitted Capital Markets Debt Indenture or (ii) any other material contractual obligation binding upon Holdings, any other
Loan Party or any of their respective assets, except in the case of clause (c)(ii) where such violation or default could not reasonably
be expected to result in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset
of Holdings or any of its Subsidiaries.


 


Section
3.04     Financial Condition; No Material Adverse Change.


 


(a)       Delivery
of IHS Financial Statements. Holdings has heretofore furnished to the Lenders the consolidated balance sheet and statements
of income, stockholders equity and cash flows for IHS Inc. (for the avoidance of doubt, prior to giving effect to the merger of
IHS Inc. and its subsidiaries with Holdings and its subsidiaries occurring on July 12, 2016 (the “Merger”))
(i) as of and for the fiscal years ended November 30, 2013, November 30, 2014 and November 30, 2015, reported on by Ernst &
Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended
February 29, 2016, certified by its chief financial officer. Such financial statements present fairly, in all material respects,
the financial position and results of operations and cash flows of IHS Inc. and its Subsidiaries as of such dates and for such
periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.


 


(b)       Delivery
of Markit Financial Statements. Holdings has heretofore furnished to the Lenders the consolidated balance sheet and statements
of income, stockholders equity and cash flows of Holdings (for the avoidance of doubt, prior to giving effect to the Merger) (i)
as of and for the fiscal years ended December 31, 2013, December 31, 2014 and December 31, 2015, reported on by PricewaterhouseCoopers
LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March
31, 2016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of Holdings and its Subsidiaries as of such dates and for such periods in accordance
with IFRS, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause
(ii) above.


 


(c)       Delivery
of Holdings Financial Statements. Holdings has heretofore furnished to the Lenders the consolidated balance sheet and statements
of income, stockholders equity and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended


 




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August 31,
2016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of Holdings and its Subsidiaries as of such dates and for such periods in accordance
with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to above.


 


(d)       No
Material Change. Since December 31, 2015, there has been no material adverse change in the business, operations, property
or condition (financial or otherwise) of Holdings and its Subsidiaries, taken as a whole.


 


Section
3.05     Properties.


 


(a)       Title.
Each of Holdings and its Subsidiaries has good, valid and marketable title to, or valid leasehold interests in, all its real and
personal property material to its business and such property is free of all Liens, except for (i) minor defects in title that
do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended
purposes and (ii) Liens permitted under Section 6.02.


 


(b)       Intellectual
Property. Each of Holdings and its Subsidiaries owns, or is licensed or otherwise has the right to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business, and the use thereof by Holdings and its Subsidiaries
does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


 


Section
3.06     Litigation and Environmental Matters.


 


(a)       Litigation.
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of Holdings, threatened against or affecting Holdings or any Subsidiary (i) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions.


 


(b)       Environmental.
Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither Holdings nor any Subsidiary: (i) has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability.


 


Section
3.07     Compliance with Laws and Agreements. Holdings
and each Subsidiary is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or its property, except in each case where the failure
to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default
exists.


 




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Section
3.08     Investment Company Status. Neither Holdings
nor any of the other Loan Parties is an “investment company” as defined in, or subject to regulation under, the Investment
Company Act of 1940.


 


Section
3.09     Taxes. Holdings and each Subsidiary has timely
filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate actions and for which
Holdings or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure
to do so could not reasonably be expected to result in a Material Adverse Effect.


 


Section
3.10     ERISA and Foreign Plans; UK Pension Matters.
No ERISA Event nor similar event with respect to a Foreign Plan (including a Termination Event, in respect of Canadian Pension
Plans), has occurred or is reasonably expected to occur that, when taken together with all other such events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan and each Foreign Plan (based on the assumptions used for purposes of Accounting
Standards Codification Topic No. 715-30) did not, as of the date of the most recent financial statements reflecting such amounts,
exceed an amount that if paid could reasonably be expected to result in a Material Adverse Effect, and the present value of all
accumulated benefit obligations of all underfunded Plans and Foreign Plans (based on the assumptions used for purposes of Accounting
Standards Codification Topic No. 715-30) did not, as of the date of the most recent financial statements reflecting such amounts,
exceed an amount that if paid by could reasonably be expected to result in a Material Adverse Effect. The Canadian Subsidiaries
of Holdings are in compliance with the requirements of the Pension Benefits Act and other federal and provincial laws with
respect to each Canadian Pension Plan, except for any noncompliance that could not reasonably be expected to result in a Material
Adverse Effect. No lien has arisen in respect of any Canadian Subsidiaries of Holdings or their property in connection with any
Canadian Pension Plan (save for contribution amounts not yet due), except for any such lien that could not reasonably be expected
to result in a Material Adverse Effect.


 


Section
3.11     Disclosure. None of the written reports or financial
statements furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation
of this Agreement or any other Loan Document or delivered hereunder or thereunder on or prior to the Effective Date (as modified
or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each
case, as of the date the same was so furnished or filed; provided that, with respect to projected financial information, Holdings
represents only that such information was prepared in good faith based upon assumptions believed to be reasonable by Holdings
at the time (it being recognized that projections are not to be viewed as facts and that actual results during the period or periods
covered by any such projections may differ from the projected results, and such differences may be material).


 


Section
3.12     Subsidiaries. As of the Effective Date, Holdings
has no Material Subsidiaries other than those listed on Schedule 3.12 hereto. As of the Effective Date, Schedule 


 




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3.12
sets forth the jurisdiction of incorporation or organization of each such Material Subsidiary and the percentage of Holdings’
direct or indirect ownership of the outstanding Equity Interests of each Material Subsidiary. All of the outstanding capital stock
of Holdings and each Subsidiary has been validly issued, is fully paid, and is nonassessable. Except as permitted to be issued
or created pursuant to the terms hereof or as reflected on Schedule 3.12, there are no outstanding subscriptions, options,
warrants, calls, or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible
into any Equity Interests of any Material Subsidiary.


 


Section
3.13     Insurance. Holdings and each Subsidiary maintain
with financially sound and reputable insurers (including captive insurers), insurance with respect to its properties and business
against such casualties and contingencies and in such amounts as are usually carried by businesses engaged in similar activities
as Holdings and its Subsidiaries and located in similar geographic areas in which Holdings and its Subsidiaries operate.


 


Section
3.14     Labor Matters. As of the Effective Date, there
are no strikes, lockouts or slowdowns against Holdings or any Subsidiary pending or, to the knowledge of Holdings, threatened.
The hours worked by and payments made to employees of Holdings and any Subsidiary have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, provincial, territorial, local or foreign law dealing with such matters,
except to the extent of any such violation that could not reasonably be expected to result in a Material Adverse Effect. All payments
due from Holdings or any Subsidiary, or for which any claim may be made against Holdings or any Subsidiary, on account of wages
and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings
or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation
on the part of any union under any collective bargaining agreement to which Holdings or any Subsidiary is bound.


 


Section
3.15     Solvency. As of the Effective Date, immediately
after the consummation of the Transactions to occur on the Effective Date, Holdings and its Subsidiaries on a consolidated basis
are Solvent.


 


Section
3.16     Margin Securities. Neither Holdings nor any
Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulations U or X of the Board) and no part of the proceeds of
any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying
margin stock in violation of the Regulations of the Board.


 


Section
3.17     Common Enterprise. Each Loan Party has determined
that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is
within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.


 


Section
3.18     Certain Taxes relating to Loan Documents.


 




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(a)       England
and Wales. Each of the Loan Documents to which each Loan Party incorporated under the laws of England and Wales is a party
is in proper legal form under the laws of England and Wales for the enforcement thereof against such Loan Party. All formalities
required in England and Wales for the validity and enforceability of each of such Loan Document (including any necessary registration,
recording or filing with any court or other authority therein) have been accomplished, and no Taxes are required to be paid and
no notarization is required, for the validity and enforceability thereof under the laws of England and Wales. Any judgment obtained
in the United States of America in relation to the Loan Documents will be recognized and enforced under the laws of England and
Wales except as otherwise specified in the legal opinions delivered under Section 4.01(b).


 


(b)       Switzerland.
Each of the Loan Documents to which each Loan Party organized under the laws of Switzerland is a party is in proper legal form
under the laws of Switzerland for the enforcement thereof against such Loan Parties. All formalities required in Switzerland for
the validity and enforceability of each of such Loan Document (including any necessary registration, recording or filing with
any court or other authority therein) have been accomplished, and no Taxes are required to be paid in Switzerland and no notarization
is required, for the validity and enforceability thereof under the laws of Switzerland. Any judgment obtained in the United States
of America in relation to the Guaranty Agreement entered into by a Loan Party organized under the laws of Switzerland will be
recognized and enforced under the laws of Switzerland except as otherwise specified in the legal opinions delivered under Section
4.01(b).


 


(c)       Canada.
Each of the Loan Documents to which each Loan Party organized under the laws of Canada or a province or territory thereof is a
party is in proper legal form under the laws of Canada or such province or territory for the enforcement thereof against such
Loan Party. All formalities required in Canada and each relevant province and territory for the validity and enforceability of
each of such Loan Document (including any necessary registration, recording or filing with any court or other authority therein)
have been accomplished, and no Taxes are required to be paid in Canada and no notarization is required, for the validity and enforceability
thereof under the laws of Canada except as otherwise specified in the legal opinions delivered under Section 4.01(b). Any
judgment obtained in the United States of America in relation to the Guaranty Agreement entered into by a Loan Party organized
under the laws of Canada will be recognized and enforced under the laws of Canada except as otherwise specified in the legal opinions
delivered under Section 4.01(b). It is the express wish of the parties that this agreement and any related documents be
drawn up and executed in English. Il est la volonté expresse des parties que cette convention et tous les documents
s’y rattachant soient redigés et signés en anglais.


 


Section
3.19     Use of Proceeds. The proceeds of the Loans will
be used for the purposes described in Section 5.08.


 


Section
3.20     Ranking. The Loan Obligations are and will at
all times be direct and unconditional general obligations of each of the Loan Parties, and rank, and will at all times rank in
right of payment, at least pari passu with all other senior unsecured Indebtedness of each Loan Party, whether now existing or
hereafter outstanding, except for obligations ranking senior to the


 




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Loan Obligations
as a matter of law pursuant to any applicable insolvency, bankruptcy, debtor relief of debt adjustment law.


 


Section
3.21     OFAC and Anti-Corruption Laws. Holdings has
implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by Holdings, its Subsidiaries
and their directors, officers, employees and agents with applicable Anti-Corruption Laws and Sanctions, and Holdings and each
of its Subsidiaries and their respective directors (acting within the scope of their relationship with Holdings or the applicable
Subsidiary), officers and employees and, to the knowledge of Holdings, its agents, are in compliance with all applicable Anti-Corruption
Laws and Sanctions in all material respects. None of (i) Holdings, any of its Subsidiaries and their respective directors and
officers or (ii) to the knowledge of Holdings, any agent or employee of Holdings or any Subsidiary, is a Sanctioned Person.


 


Section
3.22     Patriot Act. To the extent applicable, Holdings, and each Subsidiary is in
compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation
or executive order relating thereto and (ii) the Patriot Act.


 


ARTICLE
IV



Conditions


 


Section
4.01     Effective Date. The obligations of the Lenders
to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 10.02):


 


(a)       Execution
and Delivery of This Agreement. The Administrative Agent (or its counsel) shall have received from each party hereto either
(i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party
has signed a counterpart of this Agreement.


 


(b)       Legal
Opinion. The Administrative Agent shall have received customary written opinions (addressed to the Administrative Agent and
the Lenders, dated the Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent)
of counsel in each jurisdiction where the Borrower or Guarantor is organized.


 


(c)       Corporate
Authorization Documents. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective
Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that attached
thereto are (x) a true and complete copy of the certificate or articles of incorporation, formation or organization of such
Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation,
formation or organization have not been amended (except as attached thereto) since the date reflected thereon, (y) a true and
correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan


 




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Party, together
with all amendments thereto as of the Effective Date, which by-laws or operating, management, partnership or similar agreement
are in full force and effect, and (z) a true and complete copy of the minutes, resolutions or written consent, as applicable,
of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery
of the Loan Documents, which minutes, resolutions or consent have not been modified, rescinded or amended (other than as attached
thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers,
directors or other authorized signatories of such Loan Party authorized to sign the Loan Documents to which such Loan Party is
a party on the Effective Date and (ii) a good standing certificate (or equivalent certificate to the extent available and customary
in the applicable jurisdiction) for each Loan Party from the relevant authority of its jurisdiction of organization, dated as
of a recent date.


 


(d)       Closing
Certificate. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible
Officer of the Borrower, confirming (i) compliance with the conditions set forth in paragraphs (i) and (j) of this Section
4.01 and (ii) compliance with the covenants contained in Article VII on a Pro Forma basis after giving effect to the Transactions
for the four (4) fiscal quarter periods most recently ended prior to the Effective Date and, in the case of clause (ii), setting
forth reasonably detailed calculations demonstrating such compliance.


 


(e)       Fees.
The Administrative Agent shall have received all fees and, to the extent invoiced at least three business days prior to the Effective
Date, other amounts due and payable pursuant to the Fee Letter on or prior to the Effective Date, including reimbursement or payment
of all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, charges and disbursements
of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.


 


(f)       Guaranty
Agreement. The Administrative Agent shall have received the Guaranty Agreement executed by each Guarantor.


 


(g)       Financial
Statements. The Administrative Agent and the Joint Bookrunners shall have received all financial statements required to be
delivered pursuant to the Existing Credit Agreement on or prior to the Effective Date; provided that filing of the required financial
statements on form 20-F, form 6-K, form 10-K, form 10-Q and/or form F-4 will satisfy the foregoing requirements.


 


(h)       USA
Patriot Act. The Administrative Agent shall have received all documentation and other information at least three days prior
to the Effective Date necessary to enable the Administrative Agent and the Lenders to identify the Borrower and each other Loan
Party to the extent required for compliance with the Patriot Act or other “know your customer” and anti-money laundering
rules and regulations, in each case, to the extent all such documentation and other information is requested at least ten Business
Days prior to the Effective Date.


 


(i)       Representations
and Warranties. The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct
in all material respects


 




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(or, in the
case of any representation and warranty qualified by materiality, in all respects) on and as of the date of such Borrowing after
giving effect to the Loans made on such date, except to the extent such representations and warranties specifically relate to
any earlier date in which case such representations and warranties shall have been true and correct in all material respects as
of such earlier date (or, in the case of any representation and warranty qualified by materiality, in all respects as of such
earlier date).


 


(j)       No
Default. At the time of and immediately after giving effect to such Borrowing, no Default shall exist.


 


ARTICLE
V



Affirmative Covenants


 


Until the
Loan Obligations have been Fully Satisfied, Holdings covenants and agrees with the Lenders that:


 


Section
5.01     Financial Statements and Other Information.
Holdings will furnish to the Administrative Agent and each Lender:


 


(a)       Annual
Financial Statements. Within 90 days after the end of each fiscal year of Holdings, its audited consolidated balance sheets
and related statements of operations, cash flows and stockholders’ equity as of the end of and for such year all reported
on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern”
or like qualification or exception and without any qualification or exception as to the scope of such audit (other than any such
exception or qualification resulting from (i) the maturity of any Indebtedness occurring within the four fiscal quarter period
following the relevant audit opinion or (ii) any breach or anticipated breach of any financial covenant) to the effect that such
consolidated financial statements present fairly in all material respects the financial condition and results of operations of
Holdings and its Subsidiaries on a Consolidated basis in accordance with GAAP consistently applied;


 


(b)       Quarterly
Financial Statements. Within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings,
its consolidated balance sheet and related statements of operations, cash flows and stockholders’ equity as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year, and beginning with the fiscal quarter ending February
28, 2018 setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case
of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers in the applicable
Compliance Certificate as presenting fairly in all material respects the financial condition and results of operations of Holdings
and its Subsidiaries on a Consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes;


 


(c)       Compliance
Certificate. Concurrently with any delivery of financial statements under clause (a) or (b) above, a duly executed Compliance
Certificate (which may be delivered by electronic communication (including fax or email)): (i) certifying as to whether a Default
has occurred and, if a Default has occurred, specifying the details thereof and any action


 




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taken or proposed
to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Article
VII and (iii) stating whether any change in GAAP or in the application thereof has occurred since November 30, 2015 and, if
any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(d)       [Reserved] 


 


(e)       Public
Reports. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and
other materials filed by Holdings or any Subsidiary with the Securities and Exchange Commission, or any analogous Governmental
Authority with jurisdiction over matters relating to securities, or distributed by Holdings to its shareholders generally, other
than any Securities and Exchange Commission Form 4 filed by Holdings or any Subsidiary;


 


(f)       Investment
Policy. Promptly after the same becomes effective, copies of all modifications to Holdings’ approved investment policy;
and


 


(g)       Additional
Information. Promptly following any request therefor, such other information regarding the operations, business affairs and
financial condition of Holdings or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent
or any Lender may reasonably request.


 


Documents required to be delivered
pursuant to this Section 5.01 (to the extent any such documents are included in materials otherwise filed with the Securities
and Exchange Commission (or any Governmental Authority succeeding to any or all of the functions of the Securities and Exchange
Commission) or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to
securities may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which
Holdings posts such documents, or provides a link thereto on Holdings’ website; or (ii) on which such documents are posted
on Holdings’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third party website or whether sponsored by the Administrative Agent).


 


The Borrower hereby acknowledges
that (i) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, make available to the Lenders
materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”)
and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public
information within the meaning of the United States federal securities laws with respect to the Borrower or its Affiliates, or
the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with
respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding
debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any
such securities (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum,


 




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shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall
be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as
not containing any material non-public information with respect to the Borrower or its securities for purposes of United States
Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they
shall be treated as set forth in Section 10.12); (iii) all Borrower Materials marked “PUBLIC” are permitted
to be made available through a portion of the Platform designated “Public Side Information;” and (iv) the Administrative
Agent and the Lead Arrangers shall be required to treat the Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Side Information”; provided,
notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that Borrower Materials that have been
filed with the Securities and Exchange Commission (or any Governmental Authority succeeding to any or all of the functions of
the Securities and Exchange Commission) or posted on Holdings’ website and that are, in either case, generally publically
available shall be construed as having been marked “PUBLIC” in the form so filed or posted, unless Holdings or the
Borrower delivers written notice to the Administrative Agent to the contrary.


 


Section
5.02     Notices of Material Events. Holdings will furnish
to the Administrative Agent and each Lender prompt written notice of the following:


 


(a)       Default.
The occurrence of any Default;


 


(b)       Notice
of Proceedings. The filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority
against or affecting Holdings or any Subsidiary thereof that could reasonably be expected to result in a Material Adverse Effect;


 


(c)       ERISA
Event. The occurrence of any ERISA Event (or similar events under any Foreign Plan, including Termination Events) that, alone
or together with any other ERISA Events or Termination Events that have occurred, could reasonably be expected to result in liability
of Holdings and its Subsidiaries in an aggregate amount exceeding an amount that if paid could reasonably be expected to result
in a Material Adverse Effect; and


 


(d)       Material
Adverse Effect. Any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this
Section shall be accompanied by a statement of a Responsible Officer of Holdings or MGHL setting forth the details of the event
or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section
5.03     Existence; Conduct of Business. Holdings will,
and will cause each Loan Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect
its legal existence; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted
under Section 6.03. Holdings will, and will cause each Subsidiary (other than an Immaterial Subsidiary) to, do or cause
to be done all things necessary to preserve, renew and keep in full force and effect the rights, licenses, permits,


 




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privileges,
franchises, patents, copyrights, trademarks and trade names except to the extent that the failure to so preserve, renew and keep
in full force and effect any of the foregoing could not reasonably be expect to result in a Material Adverse Effect.


 


Section
5.04     Payment of Taxes. Holdings will, and will cause
each Subsidiary to, pay its material Tax liabilities, before the same shall become delinquent or in default, except where (a)
the validity or amount thereof is being contested in good faith by appropriate actions, (b) Holdings or such Subsidiary has set
aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection
of the contested obligation and the enforcement of any Lien securing such obligation and (d) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse Effect.


 


Section
5.05     Insurance. Except where the failure to do so
would not reasonably be expected to have a Material Adverse Effect, Holdings will, and will cause each Subsidiary to, maintain,
with financially sound and reputable insurance companies (including captive insurers) insurance in such amounts (giving effect
to any self-insurance) and against such risks as are customarily maintained by companies of established repute engaged in the
same or similar businesses operating in the same or similar locations.


 


Section
5.06     Books and Records and Inspection. Holdings will,
and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of
all dealings and transactions in relation to its business and activities. Holdings will, and will cause each Subsidiary to, permit
any representatives designated by the Administrative Agent (and, when an Event of Default exists and is continuing, any Lender),
upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and
to discuss its affairs, finances and condition with its officers and independent accountants (provided that representatives of
Holdings (or any of its Subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all at such
reasonable times during normal business hours and as often as reasonably requested; provided that, as long as no Event of Default
then exists, the Administrative Agent will not be permitted to physically inspect the properties of Holdings and its Subsidiaries
more than once in any calendar year.


 


Section
5.07     Compliance with Laws. Holdings will, and will
cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or
its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.


 


Section
5.08     Use of Proceeds. The proceeds of the Loans will be used only for (a) the repayment
of outstanding revolving loans under the Existing Credit Agreement, the payment of fees, costs and expenses related thereto and
payable in connection with the Transactions and (b) for other general corporate purposes of Holdings and its Subsidiaries. No
part of the proceeds of any Loan will be used, whether directly or indirectly, for the “purchase or carrying” of any
margin stock (as such term is defined in Regulation U), to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund Indebtedness originally incurred for such purpose.


 




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Section
5.09     Joinder of Subsidiaries to the Guaranty Agreement.


 


(a)       Joinder
Tests. Holdings shall determine compliance with the Aggregation Test on a quarterly basis as of the date of the required delivery
of financial statements pursuant to Section 5.01 (a) or (b), as applicable, and in that connection, shall make the
calculations to determine whether: (i) all Subsidiaries who are Material Subsidiaries are party to the Guaranty Agreement, (ii)
all Subsidiaries who are or are required to be guarantors under any Permitted Capital Markets Debt Indenture, or who are issuers
under any Permitted Capital Markets Debt Indenture are party to the Guaranty Agreement and (iii) the Aggregation Test was satisfied
as of the applicable fiscal quarter end. The “Aggregation Test” shall be deemed to be satisfied as of a fiscal
quarter end if the combined total revenue of the Subsidiaries who are Guarantors plus the unconsolidated revenues of the Borrower,
each as determined for the four fiscal quarters then ended, is equal to or greater than 60% of Holdings’ consolidated total
revenue for such period. If as of the end of any fiscal quarter or fiscal year, as applicable, the Aggregation Test is not satisfied,
Holdings shall cause such number of Subsidiaries to be joined as Guarantors such that after giving effect to such joinders, the
Aggregation Test is then satisfied.


 


(b)       Joinder
of Subsidiaries. If as of the date of the required delivery of financial statements pursuant to Section 5.01 (a) or
(b), as applicable, Holdings shall determine that any Subsidiary that is not party to the Guaranty Agreement (i) is a Material
Subsidiary or (ii) is or is required to be a guarantor under any Permitted Capital Markets Debt Indenture, or is an issuer under
any Permitted Capital Markets Debt Indenture, then promptly in the case of clause (ii) and within 45 days after the end of such
fiscal quarter in the case of clause (i) but subject to paragraph (d) of this Section, Holdings shall: (i) cause each such
Subsidiary to become a party to the Guaranty Agreement pursuant to the execution and delivery of a Subsidiary Joinder Agreement
(as defined in the Guaranty Agreement); (ii) cause each such Subsidiary to execute and/or deliver to the Administrative Agent
such documentation described in Section 4.01(c); and (iii) deliver a customary written opinion (addressed to the Administrative
Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent) of counsel in each jurisdiction
where each such Subsidiary is organized.


 


(c)       Joinder
of Additional Guarantors. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings,
the Borrower and their Subsidiaries shall not be required pursuant to the terms of this Agreement or any other Loan Document to
cause any Excluded Subsidiary to become a Guarantor even if compliance by such Excluded Subsidiary with such provisions or such
Excluded Subsidiary becoming a Guarantor would be necessary to satisfy the Aggregation Test; provided, that, for the avoidance
of doubt, (i) nothing in this Section 5.09(d) shall modify or waive the obligations of Holdings, the Borrower and their Subsidiaries
to comply with the Aggregation Test as set forth in clause (a) above and (ii) any failure to satisfy the Aggregation Test
as and to the extent required by clause (a) above shall constitute a Default and, if unremedied after giving effect to
the grace period set forth therein, an Event of Default pursuant to Section 8.01(e).


 


Section
5.10     Further Assurances. Holdings will, and will
cause each other Loan Party to, execute any and all further documents, agreements and instruments, and take all such further actions,
which may be required under any applicable law, or which the Administrative Agent or


 




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the Required
Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents, all at the expense of the Loan
Parties.


 


Section
5.11     Anti-Corruption Laws. Holdings will, and will
cause each Subsidiary to, conduct its businesses in compliance with applicable Anti-Corruption Laws in all material respects and
maintain policies and procedures reasonably designed to promote and achieve compliance with such laws.


 


ARTICLE
VI



Negative Covenants


 


Until the
Loan Obligations have been Fully Satisfied, Holdings covenants and agrees with the Lenders that:


 


Section
6.01     Indebtedness. Holdings will not, nor will it
permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:


 


(a)       Indebtedness
created under the Loan Documents;


 


(b)       Indebtedness
existing on the Effective Date and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts
paid, and fees and expenses reasonably incurred, in connection with such extension, renewal or replacement and by an amount equal
to any existing commitments unutilized thereunder) or result in an earlier maturity date or, in the case of Indebtedness other
than revolving Indebtedness, decreased weighted average life thereof as long as: (i) such Indebtedness in any individual case
has an outstanding principal balance of $10,000,000 or less or (ii) to the extent the Indebtedness exceeds the limit in the immediately
preceding clause (i), such Indebtedness is described on Schedule 6.01 hereto or is otherwise permitted by this Section
6.01 or Section 6.04(a);


 


(c)       Indebtedness
of any Subsidiary to Holdings, of Holdings to any Subsidiary or of any Subsidiary to any other Subsidiary; provided that
the Investment in respect of such Indebtedness is permitted under Section 6.04.


 


(d)       Guarantees
by Holdings of Indebtedness or other obligations of any Subsidiary and by any Subsidiary of Indebtedness or other obligations
of Holdings or any other Subsidiary; provided that the Guarantee in respect of such Indebtedness is permitted under Section
6.04.


 


(e)       Indebtedness
of Holdings or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations, any Indebtedness assumed in connection with the acquisition of any such assets or secured
by a Lien on any such assets prior to the acquisition thereof, purchase money indebtedness and extensions, renewals and replacements
of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is
incurred prior to or within 180 days after such acquisition or the completion of such construction or


 




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improvement
and (ii) the amount of such Indebtedness shall not exceed the greater of $100,000,000 and 8.0% of Consolidated EBITDA as of the
last day of the most recently ended Test Period, in aggregate principal amount outstanding at any time;


 


(f)       Indebtedness
arising in connection with Hedge Agreements permitted by Section 6.06;


 


(g)       Unsecured
Indebtedness for borrowed money, in addition to the Indebtedness otherwise permitted hereby, of Holdings or any Subsidiary; provided
that the aggregate principal amount of Indebtedness permitted by this paragraph (g) shall not exceed the greater of $200,000,000
and 16.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period, in aggregate principal amount outstanding
at any time;


 


(h)       In
addition to the Indebtedness otherwise permitted hereby and notwithstanding any limits imposed by the other permissions of this
Section 6.01, unsecured Indebtedness for borrowed money owed by Holdings or any Subsidiary; provided that at the time of
the incurrence of any Indebtedness under this paragraph (h): (i) Holdings shall have determined that it will be in compliance
with the covenants contained in Article VII on a Pro Forma basis for the Test Period then most recently ended (provided that if
the indebtedness to be incurred is in connection with an acquisition permitted by Section 6.04(k) and if an Elevated Leverage
Period is not then in effect, then Holdings may determine compliance on a Pro Forma basis assuming an Elevated Leverage Period
was in effect as of the end of such Test Period so long as Holdings has the ability to elect the current fiscal quarter as a Trigger
Quarter) and (ii) no Default shall exist or result therefrom;


 


(i)       Indebtedness
of any Person that becomes a Subsidiary or Indebtedness assumed in connection with an acquisition permitted hereunder after the
Effective Date; provided that (i) such Indebtedness (A) existed at the time such Person became a Subsidiary or the assets
subject to such Indebtedness were acquired and (B) was not created or incurred in anticipation thereof and (ii) (x) no Default
exists or would result from the consummation of such acquisition and (y) Holdings shall have determined that it will be in compliance
with the covenants contained in Article VII on a Pro Forma basis for the Test Period then most recently ended and if an Elevated
Leverage Period is not then in effect, Holdings may assume that an Elevated Leverage Period was in effect as of the end of such
period if Holdings has the ability to elect the current fiscal quarter as a Trigger Quarter;


 


(j)       Indebtedness
incurred by a Non-US Subsidiary, and Guarantees by Holdings, the Borrower and any Non-US Subsidiary of Indebtedness incurred by
a Non-US Subsidiary, in an aggregate principal amount at any time outstanding not to exceed $25,000,000;


 


(k)       Permitted
Capital Markets Debt and unsecured extensions, renewals and replacements of any such Indebtedness incurred by Holdings (which
may be guaranteed by the Subsidiaries allowed to guarantee Permitted Capital Markets Debt) that do not increase the outstanding
principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; and


 




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(l)       (i)
Indebtedness existing under the Existing Credit Agreement on the Effective Date and (ii) Indebtedness from time to time permissibly
incurred under and existing under the Existing Credit Agreement (as in effect on the Effective Date) after the Effective Date,
and, in each case, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal
amount thereof (except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and
fees and expenses reasonably incurred, in connection with such extension, renewal or replacement and by an amount equal to any
existing commitments unutilized thereunder) or result in an earlier maturity date or decreased weighted average life thereof.


 


Section
6.02     Liens. Holdings will not, nor will it permit any Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income
or revenues (including accounts receivable) or rights in respect of any thereof, except:


 


(a)       Liens
granted to the Administrative Agent in favor of the Guaranteed Parties;


 


(b)       Permitted
Encumbrances;


 


(c)       any
Lien on any asset of Holdings or any Subsidiary existing on the Effective Date; provided that (i) such Lien shall not apply
to any other asset of Holdings or any Subsidiary; (ii) such Lien shall secure only those obligations which it secures on the Effective
Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (iii)
the aggregate book value of all assets encumbered by such Liens existing on the Effective Date does not exceed $20,000,000 or
(B) such Lien is described on Schedule 6.02 hereto or otherwise permitted by this Section 6.02;


 


(d)       any
Liens on property or assets of a Subsidiary to secure obligations to a Loan Party;


 


(e)       Liens
securing Indebtedness permitted by Section 6.01(e);


 


(f)       Liens
securing Indebtedness permitted pursuant to Section 6.01(i) on the relevant acquired assets or on the Equity Interests
and assets of the relevant newly acquired Subsidiary; provided that no such Lien (i) extends to or covers any other assets
(other than the proceeds or products thereof, accessions or additions thereto and improvements thereon) or (ii) was created in
contemplation of the applicable acquisition of assets or Equity Interests;


 


(g)       Liens
on Equity Interests or assets of any Non-US Subsidiary securing Indebtedness permitted pursuant to Section 6.01(j);


 


(h)       other
Liens securing Indebtedness or other obligations; provided the aggregate outstanding principal amount of such Indebtedness and
other obligations and the aggregate book value of all property secured thereby, in each case, does not exceed $200,000,000 and
16.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; and


 




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(i)       Liens
securing Indebtedness permitted by Section 6.01(l), to the extent the Loan Parties equally and ratably secure the Loans
under this Agreement.


 


Section
6.03     Fundamental Changes. Holdings will not, nor
will it permit any Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to
merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing:


 


(a)       any
Loan Party may merge or amalgamate into any other Loan Party; provided that (i) if one of such Loan Parties is Holdings, Holdings
shall be the continuing or surviving Person and (ii) if one of such Loan Parties is the Borrower (and none of the other applicable
Loan Parties is Holdings), the Borrower shall be the continuing or surviving Person;


 


(b)       any
Subsidiary that is not a Loan Party may merge or amalgamate into any other Subsidiary; provided that if such merger involves
a Loan Party, a Loan Party shall be the continuing or surviving Person or the continuing or surviving Person shall become a Loan
Party simultaneously with the consummation of such transaction;


 


(c)       any
Subsidiary may liquidate, dissolve or wind-up if Holdings or MGHL determines in good faith that such liquidation, dissolution
or wind-up is in the best interests of Holdings or MGHL and is not materially disadvantageous to the Lenders taken as a whole;


 


(d)       Holdings
or any Subsidiary may merge or amalgamate into another Person; provided that if Holdings is involved, it shall be the continuing
or surviving Person and if the Subsidiary involved is a Loan Party, the Loan Party is the continuing or surviving Person or the
continuing or surviving Person shall become a Loan Party simultaneously with the consummation of such transaction; and


 


(e)       any
Subsidiary may merge into, amalgamate or consolidate with any Person in order to consummate a disposition made in compliance with
Section 6.05.


 


Holdings will not, nor will it
permit any of its Subsidiaries to engage in any material extent in any business other than businesses of the type conducted by
Holdings and its Subsidiaries on the date of execution of this Agreement and similar, incidental, complementary, ancillary or
related businesses and such other lines of business to which the Administrative Agent may consent.


 


Section
6.04     Investments, Loans, Advances, Guarantees and Acquisitions.
Holdings will not nor will it permit any of Subsidiary to, purchase, hold or acquire (including pursuant to any merger or amalgamation
with any Person that was not a wholly owned Subsidiary prior to such merger or amalgamation) any Equity Interests in or evidences
of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other
interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit (each, an “Investment”), except:


 




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(a)       (i)
Equity Interests in Subsidiaries and Existing MGHL Joint Ventures owned as of the Effective Date or which are in the process of
being established as of the Effective Date; (ii) loans and advances outstanding on the Effective Date made by Holdings or any
Subsidiary to Holdings or any Subsidiary; and (iii) investments existing on the Effective Date (or in connection with Existing
MGHL Joint Ventures, are in the process of being established as of the Effective Date) other than those described in this clause
(a) (the “other investments”) as long as: (A) the aggregate book value of all such other investments outstanding
on the Effective Date does not exceed $15,000,000 or (B) to the extent the limits in clause (A) are exceeded, such other investments
are described on Schedule 6.04 hereto or are otherwise permitted by this Section 6.04;


 


(b)       (i)
Investments made after the Effective Date among Holdings, the Borrower and any other Loan Party, (ii) Investments by a Loan Party
in any Subsidiary that is not a Loan Party in the form of any contribution or Disposition of the Equity Interests of any Person
that is not a Loan Party, and (iii) Investments made after the Effective Date by Holdings, the Borrower or any other Subsidiary
in Holdings, the Borrower or any other Subsidiary (including in any Subsidiary that is formed or created after the Effective Date);
provided, that in the case of this clause (iii), the aggregate outstanding amount of any such Investments made by a Loan Party
in a Subsidiary that is not a Loan Party shall not exceed an amount equal to (x) $50,000,000 with respect to any such Investment
in any one Non-Loan Party or $100,000,000 in the aggregate for all such Investments by Loan Parties in Subsidiaries that are Non-Loan
Parties plus (y) the amount of any such Investments otherwise permitted to be incurred under this Section 6.04 (including
clauses (i) and (k) hereof);


 


(c)       (i)
Investments in any EBT outstanding on the Effective Date and Investments made in an EBT after the Effective Date in satisfaction
of requirements set forth in the EBT Loan Agreements, and (ii) to the extent constituting an Investment, payments made to or on
behalf of an EBT to finance its administrative expenses and similar operational expenses in the ordinary course of business consistent
with past practice;


 


(d)       Investments
made in accordance with Holdings’ approved investment policy as it exists from time to time;


 


(e)       Guarantees
by Holdings of Indebtedness or other obligations of any Subsidiary or by any Subsidiary of Indebtedness or other obligations of
Holdings or any other Subsidiary; provided, that in the case of
any Guarantee by a Loan Party of Indebtedness for borrowed money of a Non-Loan Party, the amount of such Indebtedness shall not
exceed (x) $50,000,000 with respect to any such Indebtedness of any one Non-Loan Party or $100,000,000 in the aggregate for such
Indebtedness of all such Non-Loan Parties plus (y) the amount of any such Investments otherwise permitted to be incurred under
this Section 6.04 (including clauses (i) and (k) hereof);


 


(f)       Investments
in connection with Hedge Agreements permitted by Section 6.06;


 


(g)      loans
and advances to officers, directors, and employees of Holdings and its Subsidiaries made in the ordinary course of business up
to a maximum of: (i) with respect to


 




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loans and advances
made for travel and entertainment expenses, $10,000,000 in the aggregate at any one time outstanding and (ii) with respect to
loans and advances for other purposes, $2,500,000 in the aggregate at any one time outstanding;


 


(h)       Investments
to the extent the consideration paid therefore consists of common Equity Interests of Holdings or MGHL or any of its Subsidiaries,
in each case, to the extent not resulting in a Change in Control;


 


(i)       Investments
not otherwise permitted hereunder, provided that the aggregate outstanding amount of all such Investments does not exceed $100,000,000
and 8.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period;


 


(j)       Investments
consisting of (or resulting from) Liens permitted under Section 6.02, Restricted Payments permitted under Section 6.07
(other than Section 6.07(d)) and mergers, consolidations, amalgamations, liquidations, windings up or dissolutions
permitted under Section 6.03 or Dispositions permitted by Section 6.05 (other than Section 6.05(d));
and


 


(k)       in
addition to the other Investments permitted by this Section 6.04 and notwithstanding any limits imposed by the other permissions
of this Section 6.04, Holdings and/or any Subsidiary may (x) purchase, hold or acquire (including pursuant to a merger,
consolidation or amalgamation) any Equity Interests in or evidences of indebtedness or other securities (including any option,
warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to or make or permit
to exist any investment or any other interest in, any other Person (including any of the foregoing with respect to a Non-Loan
Party), (y) purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets
of any other Person who is not a Subsidiary or all or substantially all of the assets of a division or branch of such Person and/or
(z) make any other Investment, in each case, as long as at the time any such Investment is made:


 


(i)       Default.
No Default exists or would result therefrom;


 


(ii)       Pro
Forma Compliance. Holdings shall have determined that it will be in compliance with the covenants contained in Article VII
on a Pro Forma basis for the Test Period then most recently ended and if an Elevated Leverage Period is not then in effect, Holdings
may assume that an Elevated Leverage Period was in effect as of the end of such period if Holdings has the ability to elect the
current fiscal quarter as a Trigger Quarter; and


 


(iii)       Joinder
of Subsidiary. If a Material Subsidiary is acquired or created in connection with such acquisition, to the extent such subsidiary
would be required to be joined as a Guarantor pursuant to Section 5.09, such Material Subsidiary shall be joined as a Guarantor
within the later of (i) 90 days after the closing of the acquisition and (ii) the date otherwise required by Section 5.09
in the same manner as a Subsidiary is joined pursuant to Section 5.09.


 


Section
6.05    Asset Sales. Holdings will not, nor will it permit any Subsidiary to Dispose
of any asset, including any Equity Interest owned by it, except:


 




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(a)       Dispositions
in the ordinary course of business of inventory, used or surplus equipment and investments made or held in compliance with the
requirements of Section 6.04;


 


(b)       Dispositions
to Holdings or any Subsidiary so long as all amounts extended by Loan Parties to acquire Equity Interests in, or assets of, Non-Loan
Parties shall be Investments permitted under Section 6.04, and other Dispositions permitted by Section 6.03;


 


(c)       Dispositions
among Subsidiaries in connection with internal reorganizations or restructurings and activities related to tax planning; provided
that, after giving effect to any such reorganization, restructuring or activity, neither Guaranty Agreement, taken as a whole,
is materially impaired;


 


(d)      Dispositions
permitted by Section 6.03 (other than Section 6.03(e)) and Dispositions that constitute (i) Investments permitted
under Section 6.04 (other than Section 6.04(j)), (ii) Liens permitted under Section 6.02, and (iii) Restricted
Payments permitted under Section 6.07 (other than Section 6.07(d)); and


 


(e)       other
Dispositions of assets that are not permitted by any other clause of this Section as long as at the time of such Disposition (i)
no Default shall exist or would result, (ii) such assets, together with any other assets Disposed of in reliance on this clause
(e) in the Test Period most recently ended shall not, in the aggregate, account for more than 15% of Consolidated EBITDA or more
than 15% of the total revenues of Holdings and its Subsidiaries, on a consolidated basis, in each case on a cumulative basis during
the Test Period most recently ended, and (iii) such assets and all other assets Disposed of in reliance on this clause (e) during
the term of this Agreement shall not, in the aggregate, account for more than 30% of Consolidated EBITDA or more than 30% of the
total revenues of Holdings and its Subsidiaries, on a consolidated basis, in each case on a cumulative basis during the Test Period
most recently ended.


 


Section
6.06     Hedge Agreements. Holdings will not nor will
it permit any Subsidiary to, enter into any Hedge Agreement, except (a) Hedge Agreements entered into to hedge or mitigate risks
to which Holdings or a Subsidiary has actual exposure (including any Hedge Agreements enter into in connection with the issuance
of any permitted Indebtedness that is convertible to Equity Interests but not including any other Hedge Agreement entered into
with respect to Equity Interests), (b) Hedge Agreements entered into in order to effectively cap, collar or exchange interest
rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing
liability or investment of Holdings or a Subsidiary and (c) other Hedge Agreements entered into in the ordinary course of business
and not for speculative purposes.


 


Section
6.07     Restricted Payments. Holdings will not, nor
will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment except:


 


(a)       Holdings
may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock;


 




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(b)       each
Subsidiary may make Restricted Payments with respect to any class of its Equity Interests; provided, that in the case of non-wholly
owned Subsidiaries, such Restricted Payments shall be made ratably with respect to the applicable class of Equity Interests;


 


(c)       Holdings
may repurchase or cancel its Equity Interests related to Taxes on employee equity plans in an aggregate amount of up to $200,000,000
per fiscal year so long as no Default exists or would result therefrom;


 


(d)       to
the extent constituting a Restricted Payment, Holdings and its Subsidiaries may consummate any transaction permitted by Section 6.04
(other than Section 6.04(j)), Section 6.03 and Section 6.08 (other than Sections 6.08(b)
and (c));


 


(e)       Holdings
or MGHL may, directly or indirectly, repurchase or otherwise acquire, or make Restricted Payments on account of, Equity Interests
in Holdings or MGHL directly or indirectly held by any EBT on the Effective Date so long as the proceeds of any such repurchase,
acquisition or Restricted Payment are (i) applied to repay any Indebtedness owed by the EBT to Holdings or MGHL under the EBT
Loan Agreements or (ii) to the extent no Indebtedness remains outstanding under the EBT Loan Agreements, applied by an EBT Trustee
for the benefit of, or as compensation for, the employees of Holdings or its Subsidiaries; and


 


(f)       Holdings
may declare and make any other Restricted Payments (in addition to Restricted Payments permitted by other clauses of this Section
6.07), provided, that


 


(i)       Default.
No Default exists or would result therefrom; and


 


(ii)       Pro
Forma Compliance. Holdings shall have determined that it will be in compliance with the covenants contained in Article
VII on a Pro Forma basis for the Test Period then most recently ended.


 


Section
6.08     Transactions with Affiliates. Holdings will
not, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except
(a) transactions on terms and conditions no less favorable to Holdings or such Subsidiary than could be obtained on an arm’s-length
basis from unrelated third parties, (b) transactions between or among Holdings and its Subsidiaries to the extent not otherwise
prohibited under this Agreement; (c) any Restricted Payment permitted by this Agreement; (d) payment of customary and reasonable
directors fees to directors who are not employees of Holdings or any Affiliate; and (e) transactions involving the purchase or
sale of products or services to or by Affiliates in the financial services industry that are, in the case of this clause (e),
undertaken in the ordinary course of business or consistent with past practices.


 


Section
6.09     Restrictive Agreements. Holdings will not, nor
will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement
that prohibits, restricts or imposes any condition upon: (a) the ability of Holdings or any Subsidiary to create, incur or permit
to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans or advances to Holdings or any other


 




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Subsidiary
or to Guarantee Indebtedness of Holdings or any other Subsidiary; provided that the foregoing shall not apply to (i) restrictions
and conditions existing on the date hereof identified on Schedule 6.09 (but shall apply to any extension or renewal of,
or any amendment or modification expanding the scope of, any such restriction or condition), (ii) customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property
or assets securing such Indebtedness; (iv) customary provisions in leases and other contracts restricting the assignment thereof;
(v) customary restrictions or conditions set forth in any Permitted Capital Markets Debt Indenture; (vi) restrictions or conditions
imposed by any agreement that is assumed in connection with any acquisition of property or the Equity Interests of any Person,
so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Equity Interests
of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such
acquisition; (vii) restrictions or conditions imposed by any agreement relating to Indebtedness permitted by this Agreement if
such restrictions or conditions are no more restrictive taken as a whole than the restrictions and conditions contained herein
(or this Agreement is modified (with only the consent of MGHL and the Administrative Agent) to include such other restrictions);
and (viii) restrictions or conditions imposed by any EBT Document or imposed by applicable law in connection with an EBT.


 


Section
6.10     Change in Fiscal Year. The Borrower will not
change the manner in which either the last day of its fiscal year or the last days of the first three fiscal quarters of its fiscal
year is calculated without the consent of the Administrative Agent (which the Administrative Agent may give or withhold without
the consent or agreement of any of the Lenders and which consent may not be unreasonably withheld, delayed or conditioned).


 


Section
6.11     Anti-Corruption Laws and Sanctions. No Borrowing
will be made nor the proceeds thereof used directly or indirectly (a) for the purpose of funding payments to any officer or employee
of a Governmental Authority, or any Person controlled by a Governmental Authority, or any political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in violation of applicable Anti-Corruption
Laws or otherwise in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money or anything
else of value to any Person in violation of Anti-Corruption Laws, (b) for the purpose of financing the activities of or any transactions
with any Sanctioned Person or Sanctioned Country, or (c) in any other manner that would result in a violation of any Sanctions
applicable to any party hereto.


 


ARTICLE
VII



Financial Covenants


 


Until the
Loan Obligations have been Fully Satisfied, Holdings covenants and agrees with the Lenders that:


 




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Section
7.01     Interest Coverage Ratio. As of the last day
of each Test Period, Holdings will not permit the Interest Coverage Ratio calculated as of such date to be less than 3.00 to 1.00.


 


Section
7.02     Leverage Ratio. As of the last day of each Test
Period indicated below, Holdings will not permit the Leverage Ratio calculated as of such date to exceed the ratio set forth below
opposite such date (such maximum ratio, the “Maximum Leverage Ratio”):





 


	Test
    Period	Maximum
    Leverage Ratio
	Three
    consecutive Test Periods ended after July 12, 2016; and	3.75
    to 1.00
	Thereafter	3.50
    to 1.00


 


Notwithstanding
the foregoing, if, with respect to any fiscal quarter of Holdings: (a) Holdings or any Subsidiary has entered into an acquisition
or similar Investment permitted by Section 6.04 in such fiscal quarter and (b) the sum of the consideration paid for such
acquisition or similar Investment plus the aggregate consideration paid by Holdings and its Subsidiaries for all such acquisitions
and similar Investments consummated during that same fiscal quarter and the immediately preceding fiscal quarter, is equal to
or greater than $100,000,000 (the requirements of clauses (a) and (b), herein the “Acquisition Threshold”),
then Holdings may declare such fiscal quarter to be a Trigger Quarter, such election to be made by Holdings on or before the Election
Date for such fiscal quarter. If Holdings has notified the Administrative Agent in writing that an Acquisition Threshold has been
achieved and has elected a Trigger Quarter or shall be deemed to have selected a Trigger Quarter, then the Maximum Leverage Ratio
shall be increased to 3.75 to 1.00 during the related Elevated Leverage Period. Once a Trigger Quarter is elected or deemed elected,
no subsequent Trigger Quarter may be elected or deemed elected by Holdings unless and until the actual Leverage Ratio is less
than or equal to 3.50 to 1.00 as of the end of two consecutive fiscal quarters of Holdings after the election.


 


ARTICLE
VIII



Events of Default


 


Section
8.01     Events of Default; Remedies. If any of the following
events (“Events of Default”) shall occur:


 


(a)       Principal
Payment. The Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether
at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)       Interest
and Fee Payments. The Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount
referred to in clause (a) of this Section 8.01) payable under this Agreement or any other Loan Document, when and as the
same


 




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shall become
due and payable, and such failure shall continue unremedied for a period of five days;


 


(c)       Representation
or Warranties. Any representation, warranty or certification that is not qualified by a materiality standard and is made or
deemed made by or on behalf of any Loan Party in or in connection with any Loan Document or any amendment or modification thereof
or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection
with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any
material respect when made or deemed made or any representation, warranty or certification that is qualified by a materiality
standard and is made or deemed made by or on behalf of any Loan Party in or in connection with any Loan Document or any amendment
or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant
to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have
been incorrect when made or deemed made;


 


(d)       Covenant
Violation; Immediate Default. Holdings shall fail to observe or perform any covenant, condition or agreement contained in
Sections 5.01, 5.02, 5.03 (with respect to the existence of Holdings or the Borrower) or 5.08 or in
Article VI or in Article VII;


 


(e)       Covenant
Violation with Cure Period. Any Loan Party shall fail to observe or perform any covenant, condition or agreement contained
in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01),
and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender);


 


(f)       Cross
Payment Default. Holdings or any Subsidiary shall default in payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness, when and as the same shall become due and payable beyond any applicable period of notice
and grace provide with respect thereto;


 


(g)       Cross
Covenant Default. Any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled
maturity or that enables or permits the holder or holders of any Material Indebtedness or any trustee or agent on its or their
behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof,
prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;


 


(h)       Involuntary
Bankruptcy. An involuntary proceeding shall be commenced or an involuntary petition or proposal shall be filed seeking (i)
liquidation, reorganization, dissolution, winding up, administration or other relief in respect of Holdings or any Material Subsidiary
or its debts, or of a substantial part of its assets, under any Federal, state, provincial or foreign examinership, bankruptcy,
arrangement, liquidation, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
interim receiver, examiner, administrator, trustee, custodian, monitor, sequestrator, conservator or similar official for


 




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Holdings or
any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;


 


(i)       Voluntary
Bankruptcy. Holdings or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition or proposal
seeking liquidation, reorganization or other relief under any Federal, state, provincial or foreign examinership, bankruptcy,
arrangement (voluntary or by way of scheme of arrangement or otherwise) insolvency, receivership, dissolution, winding up, administration,
liquidation or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h) of this Section 8.01, (iii) apply for or consent
to the appointment of a receiver, interim receiver, trustee, custodian, monitor, sequestrator, conservator or similar official
for Holdings or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take
any action for the purpose of effecting any of the foregoing;


 


(j)       Other
Insolvency. Holdings or any Material Subsidiary shall (i) become unable, admit in writing its inability or fail generally
to pay its debts as they become due, (ii) suspend or threaten to suspend making payments on any of its debts by reason of actual
anticipated financial difficulties or (iii) commence negotiation with one or more of its creditors with a view to rescheduling
any of its debt;


 


(k)       Judgments.
One or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 shall be rendered against Holdings,
any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon
any assets of Holdings or any Subsidiary to enforce any such judgment;


 


(l)       ERISA
Events. An ERISA Event or Termination Event shall have occurred or a Lien on any assets of the Borrower, Holdings or any ERISA
Affiliate shall have been imposed under Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA, in each case, that, in
the reasonable opinion of the Administrative Agent, when taken together with all other ERISA Events and Termination Events that
have occurred and all other Liens on assets of the Borrower, Holdings or any ERISA Affiliate imposed under Section 430(k) of the
Code or Sections 303(k) or 4068 of ERISA, could reasonably be expected to result in a Material Adverse Effect;


 


(m)       Invalidity
of Loan Documents. Any material provision of any Loan Document shall at any time for any reason cease to be valid, binding
and enforceable against any Loan Party; the validity, binding effect or enforceability of any Loan Document against any Loan Party
shall be contested by any Loan Party; any Loan Party shall deny that it has any or further liability or obligation under any Loan
Document; or any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in
any material way cease to give or provide to Administrative Agent and the Lenders the benefits purported to be created thereby;
or


 




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(n)       Change
in Control. A Change in Control shall occur;


 


then, and in
every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Section), and at any
time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders
shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which
are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this
Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable,
without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all
of which are hereby waived by the Borrower. In addition, if any Event of Default exists, the Administrative Agent may (and if
directed by the Required Lenders, shall) exercise any and all other rights and remedies afforded by the laws of the State of New
York or any other jurisdiction, by any of the Loan Documents, by equity, or otherwise.


 


Section
8.02     Performance by the Administrative Agent. If any Loan Party shall fail to perform
any covenant or agreement in accordance with the terms of the Loan Documents, the Administrative Agent may, and shall at the direction
of the Required Lenders, perform or attempt to perform such covenant or agreement on behalf of the applicable Loan Party. In such
event, Holdings shall, at the request of the Administrative Agent promptly pay any amount expended by the Administrative Agent
or the Lenders in connection with such performance or attempted performance to the Administrative Agent, together with interest
thereon at the interest rate provided for in Section 2.13(d) from and including the date of such expenditure to but excluding
the date such expenditure is paid in full. Notwithstanding the foregoing, it is expressly agreed that neither the Administrative
Agent nor any Lender shall have any liability or responsibility for the performance of any obligation of any Loan Party under
any Loan Document.


 


Section
8.03     Limitation on Separate Suit. No suit shall be brought against any Loan Party
on account of the Loan Obligations except by the Administrative Agent, acting upon the written instructions of the Required Lenders.


 


ARTICLE
IX



The Administrative Agent


 


Section
9.01     Appointment and Authority. Each of the Lenders hereby irrevocably appoints
Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its


 




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behalf and
to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative
Agent, the Lenders and the Borrower shall not have rights as a third party beneficiaries of any of such provisions. It is understood
and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create
or reflect only an administrative relationship between contracting parties.


 


Section
9.02     Rights as a Lender. The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of,
act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower
or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty
to account therefor to the Lenders.


 


Section
9.03     Exculpatory Provisions. The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties
hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent, (a) shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law, and (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Borrower or its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (ii) in the absence of
its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.
The Administrative Agent shall be deemed


 




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not to have knowledge of any
Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, or a
Lender.


 


The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


Section
9.04     Reliance by the Administrative Agent. The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by
the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder
to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume
that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary
from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel
for any Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


Section
9.05     Delegation of Duties. The Administrative Agent
may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct
of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment
that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


Section
9.06     Resignation of Administrative Agent. (a)The
Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which
shall be a bank with an office in the United States, or an


 




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Affiliate of
any such bank with an office in the United States; provided that consultation with the Borrower in connection with the
appointment of any successor Administrative Agent shall only be required so long as no Event of Default has occurred and is continuing.
If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required
Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated
to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or
not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation
Effective Date.


 


(b)       If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person
as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the
Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance
with such notice on the Removal Effective Date.


 


(c)       With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for
any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly,
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than any rights to indemnity
payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal
Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by Holdings to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between Holdings and such successor. After the retiring or removed Administrative Agent’s resignation or
removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.03 shall continue
in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting
as Administrative Agent.


 


(d)       [Reserved]


 


Section
9.07     Non-Reliance on Administrative Agent and Other Lenders.
Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or
any of their Related Parties and based on such documents and information as


 




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it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based
on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.


 


Section
9.08     No Other Duties, Etc.. Anything herein to the
contrary notwithstanding, none of the Joint Bookrunners, Lead Arrangers or Syndication Agent shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative
Agent, a Lender hereunder.


 


Section
9.09     [Reserved].


 


Section
9.10     Permitted Release of Subsidiary Loan Parties. If no Default exists or would
result and the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower requesting the release
of a Subsidiary Loan Party, certifying that (a) no Default exists or will result from the release of the Subsidiary Loan Party;
(b) after giving pro forma effect to the release, the Aggregation Test is satisfied as of the then most recently ended fiscal
quarter; (c) the Subsidiary Loan Party is being released (or will be released following its release hereunder) from its obligations
in respect of the Permitted Capital Markets Debt; and (d) the Administrative Agent is authorized to release such Subsidiary Loan
Party because either (i) the Equity Interest issued by such Subsidiary Loan Party or the assets of such Subsidiary Loan Party
have been Disposed of in a transaction permitted by Section 6.05 (including with the consent of the Required Lenders pursuant
to Section 10.02(b)), (ii) such Subsidiary is not otherwise required to Guarantee any of the Obligations under this Agreement,
(iii) with respect to any Subsidiary Loan Party that is a party to the Guaranty, such Subsidiary is (or shall become pursuant
to a transaction permitted by the Loan Documents) a CFC, CFC Holdco or a Subsidiary of a CFC or (iv) such Subsidiary is an Excluded
Subsidiary, then the Administrative Agent is irrevocably authorized by the Guaranteed Parties, without any consent or further
agreement of any Guaranteed Party to release such Subsidiary Loan Party from all obligations under the Loan Documents. The Administrative
Agent shall execute any release documents in accordance with the immediately preceding sentence promptly upon request of the Borrower
without the consent or further agreement of any Guaranteed Party.


 


Section
9.11     Lender Affiliates Rights. By accepting the benefits of the Loan Documents,
any Affiliate of a Lender that is owed any Obligation is bound by the terms of the Loan Documents. But notwithstanding the foregoing:
(a) neither the Administrative Agent, any Lender nor any Loan Party shall be obligated to deliver any notice or communication
required to be delivered to any Lender under any Loan Documents to any Affiliate of any Lender; and (b) no Affiliate of any Lender
that is owed any Obligation shall be included in the determination of the Required Lenders or entitled to consent to, reject,
or participate in any manner in any amendment, waiver or other modification of any Loan Document. The Administrative Agent shall
not have any liabilities, obligations or responsibilities of any kind whatsoever to any Affiliate of any Lender who is owed any
Obligation. The Administrative Agent shall deal solely and directly with the related Lender of any such Affiliate in connection
with all matters relating to the Loan Documents. The Obligation owed to such Affiliate shall be considered the


 




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Obligation
of its related Lender for all purposes under the Loan Documents and such Lender shall be solely responsible to the other parties
hereto for all the obligations of such Affiliate under any Loan Document.


 


ARTICLE
X



Miscellaneous


 


Section
10.01   Notices. Except in the case of notices and other communications
expressly permitted to be given by telephone or other means, all notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy,
as follows:


 


(i)       if
to any Loan Party, to the Borrower at 15 Inverness Way East, Englewood, Colorado 80112, Attention: Executive Vice President and
Chief Financial Officer, Telecopy: 303-754-4025; Email: Todd.Hyatt@ihsmarkit.com; with copies to:


 


(A)       Sari
Granat, Executive Vice President and General Counsel, Markit Group Holdings Limited, 25 Ropemaker Street, 4th floor Ropemaker
Place, London, United Kingdom EC2Y 9LY; Telephone: +44 20 7260 2000; Email: Sari.Granat@ihsmarkit.com


 


(B)       Grant
Nicholson, Treasurer, IHS Inc., 15 Inverness Way East, Englewood, Colorado 80112; Telephone: (303)-858-6299, Telecopy: 303-754-4025;
Email: Grant.Nicholson@ihsmarkit.com; and


 


(C)       Sue
Saunders, Treasury Group, Markit Group Holdings Limited, The Capitol Building, Oldbury, Bracknell, Berkshire, United Kingdom RG12
8FZ; Telephone: +44 (0) 1344 328327; Email: Susan.Saunders@ihsmarkit.com.


 


(ii)       if
to the Administrative Agent, to Bank of America, N.A., Bank of America Plaza, 901 Main St., Dallas, TX 75202-3714; Mailcode: TX1-492-14-11;
Attention: Michelle Diggs; Telephone: 972-338-3812; Telecopy: 214-290-9463; Email: michelle.diggs@baml.com; and


 


(iii)       if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


Notices and other communications
to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet
or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower
may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Any party hereto may


 




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change its address or telecopy
number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of
receipt, subject to the next paragraph.


 


Unless the Administrative Agent
otherwise prescribes (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet
website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the website address therefor;
provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the
normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of
business on the next business day for the recipient.


 


THE PLATFORM IS PROVIDED “AS
IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION
WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively,
the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any
Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any
other electronic platform or electronic messaging service, or through the Internet.


 


Section
10.02   Waivers; Amendments.


 


(a)       No
Waiver; Rights Cumulative. No failure or delay by the Administrative Agent or any Lender in exercising, and no course of dealing
with respect to, any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure
by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, the making of a Loan shall not be


 




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construed as
a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.


 


(b)       Amendments.
Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except
in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the
Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by
the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required
Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount
of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment,
or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.18(b), (c), (e), (f) or (g) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or
the definition of “Required Lenders,” “Guaranteed Party” or “Obligation” (or any term defined
therein) or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or
modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender,
(vi) release all or substantially all of the value of the Guarantees under the Guaranty Agreement (except as expressly provided
in Section 9.10) or limit its liability in respect of such Guarantee, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without
the prior written consent of the Administrative Agent.


 


Notwithstanding
anything herein to the contrary; (i) guaranties executed by the Loan Parties in connection with this Agreement may be amended,
supplemented and/or waived with the consent of the Administrative Agent at the request of the Borrower without the input or need
to obtain the consent of any other Lenders (x) to comply with Requirements of Law or advice of local counsel or (y) to be consistent
with this Agreement and the other Loan Documents; (ii) the Borrower and the Administrative Agent may, without the input or consent
of any other Lender (other than the relevant Lenders providing Loans under such Sections), effect amendments to this Agreement
and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent (x) to
effect any provision specifying that any waiver, amendment or modification may be made with the consent or approval of the Administrative
Agent and (y) if the Administrative Agent and the Borrower have jointly identified any ambiguity, mistake, defect, inconsistency,
obvious error, omission or any other error or omission of a technical nature or any necessary or desirable technical change, in
each case, in any provision of any Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such
provision solely to address such matter and (iii) the Borrower and the Administrative Agent may, without the input or consent
of any other Lender, enter into any amendment, modification or waiver of this Agreement and the other Loan Documents, or enter
into any new agreement or instrument to effect the granting and perfection of liens to the extent required pursuant to Section
6.02(i) and as required by local law to give


 




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effect to,
or protect any guarantee or other security interest for the benefit of the Lenders, in any property or so that the security interests
therein comply with applicable law. Notification of such amendments shall be made by the Administrative Agent to the Lenders promptly
upon any such amendment becoming effective, provided, that failure of the Administrative Agent to provide such notice shall not
render any such amendment ineffective.


 


(c)       Replacement
of Lenders. In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”)
requiring the consent of all Lenders or all affected Lenders, if the consent of the Required Lenders to such Proposed Change is
obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender
whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting Lender”),
then, the Borrower may, at their sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent,
require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (a) the Borrower shall
have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (b) such
Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other amounts) and (c) the Borrower or such assignee shall
have paid to the Administrative Agent the processing and recordation fee specified in Section 10.04(b). Notwithstanding
the foregoing, a Non-Consenting Lender shall be deemed to have assigned all of its rights, interests and obligations under this
Agreement upon its receipt of the amounts described in the preceding clause (b).


 


Section
10.03   Expenses; Indemnity; Damage Waiver.


 


(a)       Expenses.
Holdings shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent and the
Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of
the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent, the Syndication
Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Syndication
Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including
its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans.


 


(b)       Indemnity.
Holdings indemnifies the Administrative Agent, the Syndication Agent, the Lead Arrangers and each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and holds each


 




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Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance
by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property currently or formerly owned or operated by Holdings or any Subsidiary,
or any Environmental Liability related in any way to Holdings or any Subsidiary, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction
by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee
shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee. This Section 10.03(b) shall not apply to Taxes other
than any Taxes that represent losses, claims, damages or liabilities in respect of a non-Tax claim.


 


(c)       Lenders’
Agreement to Pay. To the extent that Holdings fails to pay any amount required to be paid by it to the Administrative Agent
under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s
pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. For purposes hereof, a Lender’s
“pro rata share” shall be determined based upon its share unused Commitments at the time.


 


(d)       Waiver
of Damages. To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect, incidental, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, the Loan Documents or any agreement or instrument
contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.


 


(e)       Payment.
All amounts due under this Section shall be payable not later than 10 days after written demand therefor.


 


Section
10.04   Successors and Assigns.


 




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(a)       Successors
and Assigns. The provisions of this Agreement are binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of a Lender who is owed any of the Obligations and any Indemnitee),
except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any Affiliate of a Lender who is owed any of the Obligations
and any Indemnitee), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders, any legal or equitable right, remedy or claim
under or by reason of this Agreement.


 


(b)       Assignment.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than
Holdings, any Subsidiary or a natural person) all or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of:


 


(A)       the
Borrower, which shall not be unreasonably withheld or delayed; provided that no consent of the Borrower shall be required
for an assignment of any or all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund immediately
prior to giving effect to such assignment or, if an Event of Default exists, any other Person; provided further that the
Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative
Agent within 10 Business Days after having received notice thereof; and


 


(B)       the
Administrative Agent, which shall not be unreasonably withheld or delayed; provided that no consent of the Administrative
Agent shall be required for an assignment of any or all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved
Fund immediately prior to giving effect to such assignment.


 


(ii)       Assignments
shall be subject to the following additional conditions:


 


(A)       except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent)
(i) shall not be less than $10,000,000 and (ii) shall not reduce the assigning Lender’s Commitment to less than $10,000,000
unless each of the Borrower and the Administrative Agent otherwise consent,


 




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provided
that no such consent of the Borrower shall be required if an Event of Default exists;


 


(B)       each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement; and


 


(C)       the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500.


 


For the purposes
of this Section 10.04(b), the term “Approved Fund” means any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of
its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.


 


(iii)       Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections
2.15, 2.16, 2.17 and 10.03). If any such assignment by a Lender holding a promissory note hereunder occurs
after the issuance of any promissory note pursuant to Section 2.09(e) to such Lender, the assigning Lender shall, upon
the effectiveness of such assignment or as promptly thereafter as practicable, surrender such promissory note to the Administrative
Agent for cancellation, and thereupon the Borrower shall issue and deliver a new promissory note, if so requested by the assignee
and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new commitments
and/or outstanding Loans of the assignee and/or the assigning Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)       The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices outside the United
Kingdom a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register
for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest)
of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive absent manifest error and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in


 




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the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.


 


(v)       Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in
the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required
to be made by it pursuant to this Agreement or any other Loan Document, the Administrative Agent shall have no obligation to accept
such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been
made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.


 


(c)       Participations.
(i) Any Lender may, without the consent of the Borrower, the Administrative Agent or any other Lender, sell participations to
one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent
of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that
affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including
the requirements under Section 2.17(e) and 2.17(g) (it being understood that the documentation required under Section
2.17(e) and 2.17(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees
to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Borrower, maintain at one of its offices outside of the United Kingdom a register
on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the
identity of any Participant or any


 




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information
relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except
to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner
of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,
the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


(ii)       A
Participant shall not be entitled to receive any greater payment under Sections 2.15 or 2.17 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) or 2.17(g) as though it were a Lender.


 


(d)      Pledge.
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.


 


(e)     [Reserved]


 


Section
10.05   Survival. All covenants, agreements, representations and warranties made
by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant
to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any Loans regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect until the Obligations have been Fully Satisfied. The provisions of Sections 2.15, 2.16, 2.17
and 10.03 and Article IX shall survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans and the Commitments or the termination of this Agreement or any
provision hereof.


 


Section
10.06   Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and
any separate letter agreements with respect to fees payable to the Administrative Agent embody the final, entire agreement among
the parties relating to the subject matter hereof and supersede any and all previous commitments, agreements, representations
and understandings, whether oral or written, relating to the subject


 




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matter hereof
and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the
parties hereto. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together,
bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy or other electronic communication shall be effective as delivery of a manually executed counterpart of this Agreement.


 


Section
10.07   Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof;
and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section
10.08   Right of Setoff. If an Event of Default exists, each Lender
and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations
at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations
of that Borrower now or hereafter existing under this Agreement or the other Loan Documents held by such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which
such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such application
made by such Lender, provided that the failure to give such notice shall not affect the validity of such application.


 


Section
10.09   Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)       Governing
Law. This Agreement and all claims and causes of action arising out of this Agreement or any other Loan Document shall be
governed by and construed in accordance with the applicable law pertaining in the State of New York, other than those conflict
of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made
by the parties in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, as amended
(as and to the extent applicable), and other applicable law.


 


(b)       Jurisdiction.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF
THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO


 




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HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN
ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST THE BORROWER, ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)       Venue.
Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.


 


(d)       Service
of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law. Each party hereby irrevocably waives any objection to such service of process
and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other
Loan Document that service of process was in any way invalid or effective. Nothing herein shall affect the right of the Administrative
Agent or any other Creditor to serve process in another manner permitted by law or to commence legal proceedings or otherwise
proceed against any Loan Party in any other jurisdiction.


 


(e)       Process
Agent. Each Loan Party hereby irrevocably designates, appoints and empowers Holdings with offices at 25 Ropemaker Street,
4th floor Ropemaker Place, London, United Kingdom EC2Y 9LY; Attn: Sari Granat, Executive Vice President and General Counsel, Telephone:
+44 20 7260 2000; Email: sari.granat@ihsmarkit.com as its designee, appointee and agent to receive, accept and acknowledge for
and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which
may be served in any such action or proceeding. Holdings accepts such appointment and the similar appointments contained in the
other Loan Documents and agrees to so act on the behalf of each Loan Party hereunder and under the other Loan Documents until
the Full Satisfaction of the Obligations. If for any reason Holdings shall cease to be available to act as such, each Loan Party
agrees to designate a new designee, appointee and agent in the United States on the terms and for the purposes of this provision
satisfactory to the Administrative Agent under this Agreement.


 




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Section
10.10   WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


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


 


Section
10.12   Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority
(including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to the recipient
of such Information entering into an agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement
or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties
and their obligations, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential
basis from a source other than the Loan Parties and other than as a result of a breach known to such party by such source of any
confidentially agreement binding upon the source or (i) subject to the recipient of such Information entering into an agreement
containing provisions substantially the same as those of this Section, to any credit insurance provider relating to the obligations
under this Agreement. For the purposes of this Section, “Information” means all information received from any
Loan Party relating to any Loan Party, other than any such information that is available to the Administrative Agent or any Lender
on a non-confidential basis prior to disclosure by the applicable Loan Party; provided that, in the case of information
received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same


 




    88


     

    

degree of care
to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


Section
10.13   Maximum Interest Rate.


 


(a)       Limitation
to Maximum Rate; Recapture. No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If
at any time the interest rate (the “Contract Rate”) for any obligation under the Loan Documents shall exceed
the Maximum Rate, thereby causing the interest accruing on such obligation to be limited to the Maximum Rate, then any subsequent
reduction in the Contract Rate for such obligation shall not reduce the rate of interest on such obligation below the Maximum
Rate until the aggregate amount of interest accrued on such obligation equals the aggregate amount of interest which would have
accrued on such obligation if the Contract Rate for such obligation had at all times been in effect. As used herein, the term
“Maximum Rate” means, at any time with respect to any Lender, the maximum rate of nonusurious interest under
applicable law that such Lender may charge the Borrower. The Maximum Rate shall be calculated in a manner that takes into account
any and all fees, payments, and other charges contracted for, charged, or received in connection with the Loan Documents that
constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting
from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate.


 


(b)       Cure
Provisions. No provision of any Loan Document shall require the payment or the collection of interest in excess of the maximum
amount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated
to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section
shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be
obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums
loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which
would be in excess of the maximum amount permitted by applicable law shall be applied as a payment and reduction of the principal
of the obligations outstanding hereunder, and, if the principal of the obligations outstanding hereunder has been paid in full,
any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable exceeds
the Maximum Rate, the Borrower and each Lender shall, to the extent permitted by applicable law, (a) characterize any non-principal
payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and
(c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated
term of the obligations outstanding hereunder so that interest for the entire term does not exceed the Maximum Rate.


 


Section
10.14No Duty. All attorneys, accountants, appraisers, and other professional Persons
and consultants retained by the Administrative Agent or any Lender shall have the right to act exclusively in the interest of
the Administrative Agent and the Lenders and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or
obligation of any type or nature whatsoever to the Borrower, any other Loan Party, any of their respective Equity Interest holders
or any other Person.


 




    89


     

    

Section
10.15   No Fiduciary Relationship. The Borrower hereby acknowledges
and agrees that (a) no fiduciary, advisory or agency relationship between the Loan Parties and the Guaranteed Parties is intended
to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective
of whether the Guaranteed Parties have advised or are advising the Loan Parties on other matters, and the relationship between
the Guaranteed Parties, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely
that of creditor and debtor, (b) the Guaranteed Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s
length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary
duty to the Loan Parties or their affiliates on the part of the Guaranteed Parties, (c) the Loan Parties are capable of evaluating
and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated
by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Guaranteed Parties are engaged
in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Guaranteed
Parties have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted
their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation,
execution and delivery of this Agreement and the other Loan Documents, (f) each Guaranteed Party has been, is, and will be acting
solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not,
and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their affiliates or any other Person, (g)
none of the Guaranteed Parties has any obligation to the Loan Parties or their affiliates with respect to the transactions contemplated
by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express
writing executed and delivered by such Guaranteed Party and the Loan Parties or any such affiliate and (h) no joint venture is
created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the
Guaranteed Parties or among the Loan Parties and the Guaranteed Parties.


 


Section
10.16   Construction. Holdings and the Borrower, each other Loan Party (by its execution
of the Loan Documents to which it is a party), the Administrative Agent and each Lender acknowledges that each of them has had
the benefit of legal counsel of its own choice and has been afforded an opportunity to review the Loan Documents with its legal
counsel and that the Loan Documents shall be construed as if jointly drafted by the parties thereto.


 


Section
10.17   Independence of Covenants. All covenants under the Loan Documents shall be
given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that
it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence
of a Default if such action is taken or such condition exists.


 


Section
10.18   Electronic Execution of Assignments and Certain Other Documents.
The words “execute,” “execution,” “signed,” “signature,” and words of like
import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including
without limitation Assignment and Assumptions, amendments or other modifications, Borrowing Requests, waivers and consents) shall
be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic


 




    90


     

    

platforms approved
by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no
obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative
Agent pursuant to procedures approved by it.


 


Section
10.19   USA PATRIOT Act. Each Lender that is subject to the Patriot
Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to
the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”), it is required to obtain, verify and record information that identifies the Loan Party, which information includes
the name and address of the Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable,
to identify the Loan Party in accordance with the Patriot Act. Each Loan Party shall, promptly following a request by the Administrative
Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in
order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules
and regulations, including the Patriot Act.


 


Section
10.20   [Reserved].


 


Section
10.21   Judgment Currency. This is an international loan transaction in which the
specification of the applicable currency of payment is of the essence, and the stipulated currency shall in each instance be the
currency of account and payment in all instances. A payment obligation in one currency under the Loan Documents (the “Original
Currency”) shall not be discharged by an amount paid in another currency (the “Other Currency”),
whether pursuant to any judgment expressed in or converted into any Other Currency except to the extent that such tender results
in the effective receipt by the payee of the full amount of the Original Currency payable to such payee. If for the purpose of
obtaining judgment in any court it is necessary to convert a sum due under any Loan Document in the Original Currency into the
Other Currency, the rate of exchange that shall be applied shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase the Original Currency at the relevant office with the Other Currency on the Business Day
next preceding the day on which such judgment is rendered. The obligation of the Loan Parties in respect of any such sum due from
it to the relevant payee under any Loan Document (in this Section called an “Entitled Person”) shall, notwithstanding
the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following
receipt by such Entitled Person of any sum adjudged to be due hereunder in the Other Currency such Entitled Person may in accordance
with normal banking procedures purchase the Original Currency with the amount of the judgment currency so adjudged to be due;
and the Loan Parties, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person
against, and to pay such Entitled Person on demand, in the Original Currency, the amount (if any) by which the sum originally
due to such Entitled Person in the Original Currency hereunder exceeds the amount of the Other Currency so purchased.


 




    91


     

    

Section
10.22Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document,
to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority
and agrees and consents to, and acknowledges and agrees to be bound by:(a) the application
of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be
payable to it by any Lender that is an EEA Financial Institution; and


 


(b)       the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)       a
reduction in full or in part or cancellation of any such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 




    92


     

    

IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day
and year first above written.


  


	 	Holdings:
	 	 
	 	IHS MARKIT LTD. 

                    

                     

	 	By:	/s/
                                         Todd Hyatt

	 	 	Name:	Todd
                                         Hyatt
	 	 	Title:	Executive
                                         Vice President and Chief Financial Officer





 






	 	Borrower:
	 	 
	 	MARKIT GROUP HOLDINGS LIMITED 

                    

                     

	 	By:	/s/
                                         Todd Hyatt

	 	 	Name:	Todd
                                         Hyatt
	 	 	Title:	Director





 
















    	 



    	 



    

	 	Agent and Lenders:
	 	 
	 	BANK OF AMERICA, N.A.,

        

        as Administrative Agent,

         

	 	 
	 	 
	 	By:	/s/
Angela Larkin 

	 	 	Name: Angela Larkin

        

        Title:   Assistant Vice
        President

         





    	 



    	 



    

	 	BANK OF AMERICA, N.A.,

        

        as a Lender

         

	 	 
	 	 
	 	By:	/s/
Mukesh Singh 

	 	 	Name:	Mukesh Singh
	 	 	Title:	Director




    	 



    	 



    

	 	Wells Fargo Bank, N.A., as a Lender
	 	 
	 	 
	 	By:	/s/
Sid Khanolkar 

	 	 	Name:	Sid Khanolkar
	 	 	Title:	Director






    	 



    	 



    

	 	HSBC Bank PLC, as a Lender
	 	 
	 	 
	 	By:	/s/
Andrea Chilese 

	 	 	Name:	Andrea Chilese
	 	 	Title:	Global Relationship Banker





    	 



    	 



    

	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 
	 	 
	 	By:	/s/
Maria Riaz 

	 	 	Name:	MARIA RIAZ
	 	 	Title:	VICE PRESIDENT





    	 



    	 



    

	 	Royal Bank of Canada, as a Lender
	 	 
	 	 
	 	By:	/s/
Matt Rowe 

	 	 	Name:	Matt Rowe
	 	 	Title:	Managing Director, Corporate Banking







 


 






    


     

    

 


 








 


 


 


EXHIBIT A

TO

MARKIT GROUP HOLDINGS LIMITED

CREDIT AGREEMENT


 


FORM OF
ASSIGNMENT AND ASSUMPTION


 


 


 


 


 
























    EXHIBIT A, Cover Page


     


    

ASSIGNMENT
AND ASSUMPTION


 


This Assignment
and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee]
(the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed
consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations
in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the
Assignor (including any guarantees thereof) and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty
by the Assignor.


 


	1.	Assignor:	______________________________
	 	 	 
	2.	Assignee:	______________________________ 

    and is an Affiliate/Approved Fund of [identify Lender]1]
	 	 	 
	 	 	UK DTTP Number (if any):__________________
	 	 	 
	3.	Borrower:	Markit Group Holdings Limited (the “Borrower”)
	 	 	 
	4.	Administrative Agent:	Bank of America, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	Credit Agreement dated as of January 26, 2017, among IHS Markit Ltd., the Borrower, the
Lenders parties thereto, Bank of America, N.A., as Administrative Agent, and the other agents parties thereto


 





 






1 Select as applicable.


 






    ASSIGNMENT AND ASSUMPTION, Page 1



     


    

 


	6.	Assigned
Interest:	









 





	Aggregate
    Amount of Loans for all Lenders	Amount
    of Loans Assigned	Percentage
    Assigned of Loans2
	$	$	%
	$	$	%
	$	$	%


 


Effective Date: _____________
___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


[The Assignee agrees to deliver
to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts
to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties
and their Affiliates or their respective securities) will be made available and who may receive such information in accordance
with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.]


 


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


 





	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	 	Title:	 
	 	 	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	 	Title:	 




 





 



 


2 Set forth, to at
least 9 decimals, as a percentage of the Loans of all Lenders thereunder.


 


 




    ASSIGNMENT AND ASSUMPTION, Page 2



     


    

[Consented to and]3
Accepted:


 


BANK OF AMERICA, N.A., as Administrative
Agent


 


	By:  	
	   
	 	Title:  	 	 



 


[Consented to:]4


 


MARKIT GROUP HOLDINGS LIMITED


 





	By:  	
	   
	 	Title:  	 	 


 


 


 


 


 


 


 


 


 







 


3
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


 


4
To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.



 







    ASSIGNMENT AND ASSUMPTION, Page 3



     


    

ANNEX 1


 


Markit Group
Holdings Limited

Credit Agreement


 


STANDARD
TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.       Representations
and Warranties.


 


1.1       Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document; (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of IHS Markit Ltd., any of its Subsidiaries
or Affiliates (including Markit Group Holdings Limited) or any other Person obligated in respect of any Loan Document or (iv)
the performance or observance by IHS Markit Ltd., any of its Subsidiaries or Affiliates (including Markit Group Holdings Limited)
or any other Person of any of their respective obligations under any Loan Document.


 


1.2.       Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied
by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound
by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Sections 3.04 or 5.01 thereof, as applicable, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative
Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based
on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a Lender.


 




    STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page


     


    

2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3.       General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by
telecopy or other electronic communications shall be effective as delivery of a manually executed counterpart of this Assignment
and Assumption. This Assignment and Assumption shall be governed by and construed in accordance with the law of the State of New
York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing
law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations
Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.


 




    STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page


     


    

EXHIBIT B

TO

MARKIT GROUP HOLDINGS LIMITED

CREDIT AGREEMENT


 


COMPLIANCE
CERTIFICATE


 


 


 


 


 


 


 


 


 




    EXHIBIT B, Cover Page


     


    

COMPLIANCE
CERTIFICATE

for the

quarter ended __________ __, _____


 


		To:	Bank of
                                         America, N.A.






135
S. LaSalle Street





Mailcode:
IL4-135-09-61

Chicago, IL 60603





Attention:
Angela Larkin

Telephone: 312.828.3882

Telecopy: 877.206.8409





Email:
angela.larkin@baml.com


 





and each Lender


 


Ladies and Gentlemen:


 


This Compliance
Certificate (the “Certificate”) is being delivered pursuant to Section 5.01(c) of that certain Credit
Agreement (as amended, the “Agreement”) dated as of January 26, 2017, among IHS Markit Ltd. (“Holdings”),
Markit Group Holdings Limited, as borrower (the “Borrower”), Bank of America, N.A. as agent, and the Lenders
named therein. All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the Agreement. All the
calculations set forth below shall be made pursuant to the terms of the Agreement.


 


The undersigned,
an authorized financial officer of Holdings in his capacity as such financial officer and not in his individual capacity, does
hereby certify to the Administrative Agent and the Banks that:


   





	1.DEFAULT
	 
	No Default has occurred or, if a Default has occurred, I have described on the attached Exhibit “A” the nature thereof and the steps taken or proposed to remedy such Default.



 

	 	 	Compliance
	2.SECTION 5.01 - Financial Statements and Records 	 	 
	 	 	 
	(a)   Annual audited financial statements of Holdings on a consolidated basis within 90 days after the end of each fiscal year end (together with Compliance Certificate). 	 	Yes	No	N/A
	 	 	 	 	 
	(b)  Quarterly unaudited financial statements of Holdings on a consolidated basis within 45 days after the end of each of the first three fiscal quarters of each fiscal year (together with Compliance Certificate). 	 	Yes	No	N/A
	 	 	 	 	 







    COMPLIANCE CERTIFICATE, Page 1


     


    

 


	3.SECTION 5.09 - Additional Subsidiaries 	 	 	 	 
	 	 	 	 	 
	(a) Are there any Subsidiaries which are both: 	 	Yes	No	 
	 	 	 	 	 
	(i) not a party to the Guaranty Agreement; and 	 	 	 	 
	 	 	 	 	 
	(ii) a Material Subsidiary 	 	 	 	 
	 	 	 	 	 
	(b)        As of such fiscal quarter end, does the combined total revenue of the Subsidiaries who are Guarantors plus the unconsolidated revenue of the Borrower, each as determined for the past consecutive four fiscal quarters then ended, equal or exceed 60% of Holdings’ consolidated total revenue for such period?  	 	Yes	No	 
	 	 	 	 	 
	If 3(a) and 3(b) are both yes, joinder of additional Subsidiaries required? 	 	Yes	No	 
	 	 	 	 	 
	 	 	 	 	 
	4.SECTION 7.01 - Interest Coverage Ratio 	 	 	 	 
	 	 	 	 	 
	(a)    Consolidated EBITDA (from Schedule 1) 	$________	 	 	 
	 	 	 	 	 
	(b)    Consolidated Interest Expense 	$________	 	 	 
	 	 	 	 	 
	(c)    Line 4(a) ÷ Line 4(b) 	___ to 1.00	 	 	 
	 	 	 	 	 
	(d)    Compliant with Minimum Interest Coverage Ratio 	3.00 to 1.00	 	Yes	No
	 	 	 	 	 
	5.SECTION 7.02 - Leverage Ratio5 	 	 	 	 
	 	 	 	 	 
	(a)    Consolidated Funded Indebtedness 	$________	 	 	 
	 	 	 	 	 
	(b)    Consolidated EBITDA (for Schedule 1) 	$________	 	 	 
	 	 	 	 	 
	(c)    Actual Leverage Ratio: 5(a)  ̧ 5(b)= 	___ to 1.00	 	 	 



 





 



5 During certain periods and/or if Holdings
has notified the Administrative Agent in writing that an Acquisition Threshold has been achieved and has elected a Trigger Quarter,
then the Maximum Leverage Ratio shall be increased to 3.75 to 1.00 during the related Elevated Leverage Period.


 


 






    COMPLIANCE CERTIFICATE, Page 2


     


    

 


	 	 	 	 	 
	(d)    Compliant with Maximum Leverage Ratio 	[3.50][3.75] to 1.00	 	Yes	No
	 	 	 	 	 
	6.Determination of Applicable Rate 	 	 	 	 
	 	 	 	 	 
	(a)    Leverage Ratio (from 5(c)) 	___ to 1.00	 	 	 
	 	 	 	 	 
	(b)   Adjustment to margin and fees required (see pricing grid on Schedule 2) 	 	 	Yes	No
	 	 	 	 	 
	(c)    If adjustment required, set forth below new margins and fees 	 	 	 	 
	 	 	 	 	 
	(i)   ABR Spread 	_______%	 	 	 
	(ii)  Eurodollar Spread 	_______%	 	 	 
	 	 	 	 	 





	7.ATTACHED SCHEDULES
	 
	Attached hereto as schedules are the calculations supporting the computation set forth above in this Certificate.  All information contained herein and on the attached schedules is true and correct.
	 
	8.[FINANCIAL STATEMENTS6
	 
	The financial statements attached hereto were prepared in accordance with GAAP and fairly present in all material respects (subject to year end audit adjustments and absence of footnotes) the financial conditions and the results of the operations of the Persons reflected thereon, at the date and for the periods indicated therein.]
	 
	9.CONFLICT
	 
	In the event of conflict between this Certificate and the Agreement, the Agreement shall control.
	 	 	 	 	 	 	 	 	 	 	 







IN WITNESS
WHEREOF, the undersigned has executed this Certificate effective as of the date first written above.


 





	 	IHS MARKIT LTD.
	 	 	 	 
	 	 	 	 
	 	By:   	 	 
	 		Name:   	 
	 		Title:	 




 


 



6
Section 8 to be removed in respect of Compliance Certificates for annual financial statement delivery pursuant to Section
5.01(a) of the Credit Agreement





 




    COMPLIANCE CERTIFICATE, Page 3


     


    

SCHEDULE
1

TO

COMPLIANCE CERTIFICATE


 


	Consolidated
    EBITDA.	 	 
	 	 	 
	(1) Consolidated Net Earnings:	$___________	 
	 	 	 	 
	 	(a)     Consolidated Interest Expense	$___________	 
	 	(b)     Consolidated Income Tax Expense	$___________	 
	 	(c)     Consolidated Depreciation and Amortization Charges	$___________	 
	 	(d)     non-cash charges or expenses in connection with options, restricted stock, restricted
    stock units or other equity level awards under any Holdings incentive plan	$___________	 
	 	(e)     cash non-recurring (A) fees, costs and expenses incurred in connection with the Transactions
    or the IHS-Markit Transactions and the Exchange Offer and (B) other  acquisition or restructuring charges or expenses
    related to employee severance or facilities consolidation and acquisition related transactions expenses provided that for
    any Test Period, the aggregate amount added back under this clause (e)(B) shall not exceed 10% of the Consolidated EBITDA
    for such period; (together with any addbacks made pursuant to clause (x)(B) in the proviso referenced in the Agreement in
    reliance on clause (1)(I) of the proviso to such clause (x) in the Agreement and before giving effect to such add-backs and
    adjustments),	$___________	 
	 	(f)     any non-cash modifications to pension and post-retirement employee benefit plans,
    settlement costs incurred to annuitize retirees or facilitate lump-sum buyout offers under pension and postretirement employee
    benefit plans or mark-to-market adjustments under pension and post-retirement employee benefit plans provided that for any
    Test Period, the aggregate amount added back under this clause (f) shall not comprise more than 5% of the Consolidated EBITDA
    for such period,	$___________	 
	 	(g)     non-cash losses or charges (including charges incurred pursuant to the refinancing
    of the credit facility in effect prior to the Existing Credit Agreement) that are unusual or non-recurring,	$___________	 
	 	(h)      losses, charges, expenses, costs, accruals or reserves of any kind associated with
    any litigation (including any legal fees and expenses) and/or payment 	$___________	 



 






    SCHEDULE 1 to Compliance Certificate, Solo Page


     


    

 


	 	   of actual or prospective legal settlements, fines, judgments
    or orders,	 	 
	 	(i)      the amount of any losses, charges, expenses, costs, accruals or reserves of any
    kind associated with any subsidiary of Holdings attributable to non-controlling interests or minority interests of third parties,	$___________	 
	 	(j)     extraordinary or unusual one-time gains	$___________	 
	 	 	 	 
	 	(k)
     Total: Line 1 plus lines (a) through (i) minus line (j)

        
	$___________	 
	 	 	 
	(2)	Adjustments for Leverage Ratio Calculation.	 	 
	 	EBITDA from prior Targets
        for periods prior to acquisitions

         

        Pro forma cost savings,
operating expense reductions, operational improvements and synergies
	$___________

         

        $___________

        
	 
	 	Consolidated EBITDA for Leverage Ratio calculation	$___________	 



 



    SCHEDULE 1 to Compliance Certificate, Solo Page


     


    

SCHEDULE
2

TO

COMPLIANCE CERTIFICATE


 


	Leverage
    Ratio	Eurodollar
    Spread	ABR
    Spread
	Category
        1

        

        ≥
        3.00 to 1.00

        
	1.75%	0.75%
	Category
        2

        

        <
        3.00 to 1.00

        

        and

        

        ≥
        2.50 to 1.00

        
	1.50%	0.50%
	Category
        3

        

        <
        2.50 to 1.00

        

        and

        

        ≥
        2.00 to 1.00

        
	1.375%	0.375%
	Category
        4

        

        <
        2.00 to 1.00

        

        and

        

        ≥
        1.00 to 1.00

        
	1.25%	0.25%
	Category
        5

        

        <
        1.00 to 1.00

        
	1.00%	0.00%



 


 



    SCHEDULE 2 to Compliance Certificate, Page 1


     


    

EXHIBIT C

TO

MARKIT GROUP HOLDINGS LIMITED

CREDIT AGREEMENT


 





FORM OF
GUARANTY AGREEMENT


 


[See Attached]


 


 


 


 


 


 


 


 







    EXHIBIT C, Cover Page


     


    

EXHIBIT D

TO

MARKIT GROUP HOLDINGS LIMITED

CREDIT AGREEMENT


 


[RESERVED]



 


 


 


 


 


 


 


 







    EXHIBIT D, Cover Page


     


    

EXHIBIT E

TO

MARKIT GROUP HOLDINGS LIMITED

CREDIT AGREEMENT


 


FORM OF
BORROWING REQUEST



 


 


 


 


 


 


 


 







    EXHIBIT E, Cover Page


     


    

BORROWING
REQUEST


 


___________,
__, ____


 


		To:	Bank of
                                         America, N.A.

                                         Mailcode: TX1-492-14-11






Bank
of America Plaza





901
Main St.





Dallas,
TX, 75202-3741

Attention: Michelle Diggs





Email:
michelle.diggs@baml.com

Telephone: 972.338.3812

Telecopy: 214.290.9463



and each Lender


 


Ladies and Gentlemen:


 


The undersigned,
Markit Group Holdings Limited (the “Borrower”), refers to the Credit Agreement (as amended, the “Agreement”)
dated as of January 26, 2017, among IHS Markit Ltd. (“Holdings”), the Borrower, Bank of America, N.A. as administrative
agent, the other agents parties thereto and the Lenders named therein. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Borrower
hereby gives the Administrative Agent and the Lenders notice pursuant to Section 2.03 of the Credit Agreement that
the Borrower requests a Borrowing under the Credit Agreement, and in connection therewith sets forth below the information relating
to such Borrowing (the “Requested Borrowing”).


 


		(i)	The
                                         date of the Requested Borrowing is ______________;



 


		(ii)	The
                                         aggregate principal amount of the Requested Borrowing is $_______________;



 


		(iii)	The
                                         Type or Types of the Borrowing requested (i.e., ABR Borrowing or Eurodollar Borrowing)
                                         and, if applicable the Interest Periods applicable thereto are set forth in the table
                                         below:



 


	Amount	Type	Interest
    Period

    (if applicable)
	1.	 	_____
    Month(s)
	2.	 	_____
    Month(s)
	3.	 	_____
    Month(s)
	4.	 	_____
    Month(s)
	5.	 	_____
    Month(s)
	6.	 	_____
    Month(s)



 



    BORROWING REQUEST, Page 1


     


    

		(iv)	The
                                         proceeds of the Requested Borrowing should be disbursed directly to the entities in the
                                         amounts and in accordance with the transfer instructions set forth in the table below:



 


	Dollar
    Amount	Recipient	Instructions
	$	 	 
	$	 	 
	$	 	 
	$	 	 


 


By its execution
below, the Borrower represents and warrants to the Administrative Agent and the Lenders:


 


(i)       At
the time of and immediately after giving effect to the Requested Borrowing, no Default exists;


 


(ii)       The
representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects
(or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the date of the Requested
Borrowing with the same force and effect as if such representations and warranties had been made on and as of such date except
to the extent that such representations and warranties relate specifically to another date; and


 


The instructions
set forth herein are irrevocable, except as otherwise provided by the Credit Agreement. A telecopy or other electronic communication
of these instructions shall be deemed valid and may be accepted and relied upon by the Administrative Agent and the Lenders as
an original.


 





	 	MARKIT GROUP HOLDINGS
LIMITED
	 	 	 	 
	 	 	 	 
	 	By:   	 
	 		Name:   	 
	 		Title:	 



 






    BORROWING REQUEST, Page 2


     


    

EXHIBIT F

TO

MARKIT GROUP HOLDINGS LIMITED

CREDIT AGREEMENT


 


Form of
Interest Election Request



 


 


 


 


 


 


 


 







    EXHIBIT F, Cover Page


     


    

INTEREST
ELECTION REQUEST


 


___________
___, ____


 


		To:	Bank of
                                         America, N.A.

                                         Mailcode: TX1-492-14-11






Bank
of America Plaza





901
Main St.





Dallas,
TX, 75202-3741

Attention: Michelle Diggs





Email:
michelle.diggs@baml.com

Telephone: 972.338.3812

Telecopy: 214.290.9463


 




and each Lender


 


Ladies and Gentlemen:


 


The undersigned,
Markit Group Holdings Limited (the “Borrower”), refers to the Credit Agreement (as amended, the “Agreement”)
dated as of January 26, 2017, among IHS Markit Ltd. (“Holdings”), the Borrower, Bank of America, N.A. as administrative
agent, the other agents parties thereto and the Lenders named therein. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Borrower
Representative hereby gives the Administrative Agent and the Lenders notice pursuant to Section 2.07 of the Credit
Agreement that the Borrower request a conversion or continuation (a “Change”) of the Borrowing specified on
Schedule 1.


 


The instructions
set forth herein are irrevocable, except as otherwise provided by the Credit Agreement. A telecopy or other electronic communication
of these instructions shall be deemed valid and may be accepted and relied upon by the Administrative Agent and the Lenders as
an original.


 





	 	MARKIT GROUP HOLDINGS
LIMITED
	 	 	 	 
	 	 	 	 
	 	By:   	 
	 		Name:   	 
	 		Title:	 


 


 




    INTEREST ELECTION REQUEST, Solo Page


     


    

SCHEDULE
1

TO

Interest Election Request


 


	Current
        Type

        

        (ABR
        or Eurodollar)

        
	Current
    Principal Amount	Current
    Interest Period Expiration Date	Continue
    as (Type)	Convert
    to (Type)	New
    Interest Period Length
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



 


 


 



    SCHEDULE 1 TO INTEREST ELECTION REQUEST, Solo Page


     


    

















 








SCHEDULE
1.01

TO

IHS MARKIT

CREDIT AGREEMENT


 


GUARANTORS


 


IHS Markit Ltd.

Markit Group Limited

Markit North America Inc.





IHS Inc.

IHS Global Inc.

IHS Global SA

IHS Global Canada Limited

IHS Global Limited





R. L. Polk & Co.

CARFAX, Inc.





 




    


     


    

SCHEDULE
1.02

TO

IHS MARKIT

CREDIT AGREEMENT


 


EXCLUDED
JOINT VENTURES


 


1.     
Markit Genpact KYC Services Limited


 


2.     
KY3P1


 


3.     
Markit CTI Holdings LLC


 


4.     
Compliance Technologies International, LLC


 


5.     
CTI (UK) International, LLC


 


6.     
Financial Skills Limited


 


7.     
IFM Fintech Opportunities LP


 


 


 


 





 



1
Pursuant to a Summary of Principal Terms of Limited Liability Company Operating Agreement, dated December 2015 (“KY3P
Term Sheet”) IHS Markit Ltd. and its subsidiaries may contribute certain assets and establish Markit KY3P, LLP (or any
legal name established in lieu thereof, “KY3P”), a new U.S. legal entity, in exchange for membership interests
in KY3P. Such formation and investment may occur after the Effective Date.


 




    


     


    

SCHEDULE
2.01

TO

IHS MARKIT

CREDIT AGREEMENT


 


COMMITMENTS


 


 


On File with
Administrative Agent


 


 


 


 


 


 




    


     


    

SCHEDULE
3.06

TO

IHS MARKIT

CREDIT AGREEMENT


 


DISCLOSED
MATTERS


 


None.


 


 


 


 


 


 


 


 




    


     


    

SCHEDULE
3.12

TO

IHS MARKIT

CREDIT AGREEMENT


 


MATERIAL
SUBSIDIARIES


 


	Name	Jurisdiction
    of

    Organization	Percentage

    Ownership
	IHS
    Global Inc.	Delaware	100%
	CARFAX,
    Inc.	Pennsylvania	100%



 


 


 


 


 


 



    


     


    

SCHEDULE
6.01

TO

IHS MARKIT

CREDIT AGREEMENT


 


EXISTING
INDEBTEDNESS


 


	Description
	Capital
    Lease by and among CARFAX, Inc. as Lessee and Woodbridge Properties Limited Partnership as Lessor
	Capital
    Leases by and among IHS Global Inc. as Lessee and Xerox Corporation as Lessor
	Markit
    Group Holdings Limited share buyback arrangements with The Royal Bank of Scotland Plc
	Markit
    Group Holdings Limited share buyback arrangements with Labmorgan Corporation
	Markit
    Group Limited guarantee with HSBC Bank USA in relation to certain demand deposit accounts, standby letters of credit and interest
    payments.



 


 


 


 


 



    


     


    

SCHEDULE
6.02

TO

IHS MARKIT

CREDIT AGREEMENT


 


EXISTING
LIENS


 


None.


 


 


 


 


 


 




    


     


    

SCHEDULE
6.04

TO

IHS MARKIT

CREDIT AGREEMENT


 


INVESTMENTS


 


		1.	Prima
                                         Regulated Markets Limited2



 


 


 


 


 


 






2
IHS Markit Ltd. and/or its Subsidiaries have the beneficial and legal right to acquire up to 100% of the equity of such
Person. To the extent such rights are exercised, such Investment shall be deemed permitted by Section 6.04(a).


 




    


     


    

SCHEDULE
6.09





TO





IHS MARKIT





CREDIT AGREEMENT


 


EXISTING
RESTRICTIONS


 


		1.	Markit Genpact KYC Services
                                         Limited stockholders’ agreement contains restrictions.



 


		2.	Compliance Technologies International,
                                         LLC stockholders’ agreement contains restrictions.