EX-4.10



 Exhibit 4.10 
 EXECUTION VERSION 
  
  

 
 SECOND LIEN CREDIT AGREEMENT

 dated as of March 11, 2013 
 among 
 TRAVELPORT LLC, 

as Borrower, 

TRAVELPORT LIMITED, 
 as Holdings, 
 WALTONVILLE LIMITED, 

as Intermediate Parent, 
 TDS INVESTOR (LUXEMBOURG) S.À R.L., 
 as TDS Intermediate Parent, 

CREDIT SUISSE AG, 

as Administrative Agent and Collateral Agent, 
 and 
 THE LENDERS PARTY HERETO 

 
  

 
 CREDIT SUISSE SECURITIES (USA)
LLC 
 and 

UBS SECURITIES LLC, 

as Joint Lead Arrangers and Joint Bookrunners, 
 and 
 UBS SECURITIES LLC, 

as Syndication Agent 
  

 
  







 THE LOANS ARE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED
STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. BEGINNING NO LATER THAN 10 DAYS AFTER THE CLOSING DATE, A LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH LOANS BY
SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 300 GALLERIA PARKWAY, ATLANTA, GA 30339, ATTENTION OF CHIEF FINANCIAL OFFICER (FAX NO. (770) 563-7878) 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	ARTICLE I	  
	
	DEFINITIONS AND ACCOUNTING TERMS	  
			
	 SECTION 1.01.
	 	 Defined Terms
	  	 	2	  
	 SECTION 1.02.
	 	 Other Interpretive Provisions
	  	 	52	  
	 SECTION 1.03.
	 	 Accounting Terms
	  	 	53	  
	 SECTION 1.04.
	 	 Rounding
	  	 	53	  
	 SECTION 1.05.
	 	 References to Agreements, Laws, Etc.
	  	 	53	  
	 SECTION 1.06.
	 	 Times of Day
	  	 	53	  
	 SECTION 1.07.
	 	 Timing of Payment or Performance
	  	 	53	  
	 SECTION 1.08.
	 	 Currency Equivalents Generally
	  	 	53	  
	
	ARTICLE II	  
	
	THE LOANS	  
			
	 SECTION 2.01.
	 	 The Loans
	  	 	54	  
	 SECTION 2.02.
	 	 Borrowings, Conversions and Continuations of Loans
	  	 	55	  
	 SECTION 2.03.
	 	 [Reserved]
	  	 	57	  
	 SECTION 2.04.
	 	 [Reserved]
	  	 	57	  
	 SECTION 2.05.
	 	 Prepayments
	  	 	57	  
	 SECTION 2.06.
	 	 [Reserved]
	  	 	62	  
	 SECTION 2.07.
	 	 Repayment of Loans
	  	 	62	  
	 SECTION 2.08.
	 	 Interest
	  	 	62	  
	 SECTION 2.09.
	 	 Fees
	  	 	63	  
	 SECTION 2.10.
	 	 Computation of Interest and Fees
	  	 	63	  
	 SECTION 2.11.
	 	 Evidence of Indebtedness
	  	 	63	  
	 SECTION 2.12.
	 	 Payments Generally
	  	 	64	  
	 SECTION 2.13.
	 	 Sharing of Payments
	  	 	65	  
	 SECTION 2.14.
	 	 Incremental Loans
	  	 	66	  
	
	ARTICLE III	  
	
	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY	  
			
	 SECTION 3.01.
	 	 Taxes
	  	 	67	  
	 SECTION 3.02.
	 	 Illegality
	  	 	71	  
	 SECTION 3.03.
	 	 Inability To Determine Rates
	  	 	71	  
	 SECTION 3.04.
	 	 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans
	  	 	72	  
	 SECTION 3.05.
	 	 Funding Losses
	  	 	73	  
	 SECTION 3.06.
	 	 Matters Applicable to All Requests for Compensation
	  	 	74	  
	 SECTION 3.07.
	 	 Replacement of Lenders under Certain Circumstances
	  	 	75	  
	 SECTION 3.08.
	 	 Survival
	  	 	76	  


  
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	ARTICLE IV	  
	
	CONDITIONS PRECEDENT TO FUNDING OF LOANS	  
			
	 SECTION 4.01.
	 	 Conditions to Funding
	  	 	76	  
	 SECTION 4.02.
	 	 Additional Conditions to Funding the Tranche 1 Loans
	  	 	80	  
	
	ARTICLE V	  
	
	REPRESENTATIONS AND WARRANTIES	  
			
	 SECTION 5.01.
	 	 Existence, Qualification and Power; Compliance with Laws
	  	 	81	  
	 SECTION 5.02.
	 	 Authorization; No Contravention
	  	 	81	  
	 SECTION 5.03.
	 	 Governmental Authorization; Other Consents
	  	 	81	  
	 SECTION 5.04.
	 	 Binding Effect
	  	 	82	  
	 SECTION 5.05.
	 	 Financial Statements; No Material Adverse Effect
	  	 	82	  
	 SECTION 5.06.
	 	 Litigation
	  	 	82	  
	 SECTION 5.07.
	 	 No Default
	  	 	82	  
	 SECTION 5.08.
	 	 Ownership of Property; Liens
	  	 	83	  
	 SECTION 5.09.
	 	 Environmental Compliance
	  	 	83	  
	 SECTION 5.10.
	 	 Taxes
	  	 	84	  
	 SECTION 5.11.
	 	 ERISA Compliance
	  	 	84	  
	 SECTION 5.12.
	 	 Subsidiaries; Equity Interests
	  	 	85	  
	 SECTION 5.13.
	 	 Margin Regulations; Investment Company Act
	  	 	85	  
	 SECTION 5.14.
	 	 Disclosure
	  	 	85	  
	 SECTION 5.15.
	 	 Intellectual Property; Licenses, Etc.
	  	 	86	  
	 SECTION 5.16.
	 	 Solvency
	  	 	86	  
	 SECTION 5.17.
	 	 Subordination of Subordinated Financing
	  	 	86	  
	 SECTION 5.18.
	 	 Labor Matters
	  	 	86	  
	 SECTION 5.19.
	 	 Liens and Guarantees
	  	 	86	  
	 SECTION 5.20.
	 	 Subsequent Pricing Increase Effective Date
	  	 	87	  
	
	ARTICLE VI	  
	
	AFFIRMATIVE COVENANTS	  
			
	 SECTION 6.01.
	 	 Financial Statements
	  	 	87	  
	 SECTION 6.02.
	 	 Certificates; Other Information
	  	 	88	  
	 SECTION 6.03.
	 	 Notices
	  	 	89	  
	 SECTION 6.04.
	 	 Payment of Obligations
	  	 	90	  
	 SECTION 6.05.
	 	 Preservation of Existence, Etc.
	  	 	90	  
	 SECTION 6.06.
	 	 Maintenance of Properties
	  	 	90	  
	 SECTION 6.07.
	 	 Maintenance of Insurance
	  	 	91	  
	 SECTION 6.08.
	 	 Compliance with Laws
	  	 	91	  
	 SECTION 6.09.
	 	 Books and Records
	  	 	91	  


  
 ii 










							
	 SECTION 6.10.
	 	 Inspection Rights
	  	 	91	  
	 SECTION 6.11.
	 	 Covenant to Guarantee Obligations and Give Security
	  	 	91	  
	 SECTION 6.12.
	 	 Compliance with Environmental Laws
	  	 	94	  
	 SECTION 6.13.
	 	 Further Assurances and Post-Closing Conditions
	  	 	94	  
	 SECTION 6.14.
	 	 Designation of Subsidiaries
	  	 	95	  
	 SECTION 6.15.
	 	 Flood Insurance
	  	 	95	  
	 SECTION 6.16.
	 	 Orbitz Indebtedness
	  	 	96	  
	 SECTION 6.17.
	 	 Post-Closing Matters
	  	 	96	  
	 SECTION 6.18.
	 	 Use of Proceeds
	  	 	97	  
	
	ARTICLE VII	  
	
	NEGATIVE COVENANTS	  
			
	 SECTION 7.01.
	 	 Liens
	  	 	97	  
	 SECTION 7.02.
	 	 Investments
	  	 	101	  
	 SECTION 7.03.
	 	 Indebtedness
	  	 	105	  
	 SECTION 7.04.
	 	 Fundamental Changes
	  	 	109	  
	 SECTION 7.05.
	 	 Dispositions
	  	 	111	  
	 SECTION 7.06.
	 	 Restricted Payments
	  	 	113	  
	 SECTION 7.07.
	 	 Change in Nature of Business
	  	 	116	  
	 SECTION 7.08.
	 	 Transactions with Affiliates
	  	 	116	  
	 SECTION 7.09.
	 	 Burdensome Agreements
	  	 	117	  
	 SECTION 7.10.
	 	 Minimum Liquidity
	  	 	118	  
	 SECTION 7.11.
	 	 Maximum Total Leverage Ratio
	  	 	118	  
	 SECTION 7.12.
	 	 Maximum Senior Secured Leverage Ratio
	  	 	118	  
	 SECTION 7.13.
	 	 Accounting Changes
	  	 	118	  
	 SECTION 7.14.
	 	 Prepayments, Etc. of Indebtedness
	  	 	119	  
	 SECTION 7.15.
	 	 Equity Interests of the Borrower and Restricted Subsidiaries
	  	 	119	  
	 SECTION 7.16.
	 	 Holding Company; Foreign Subsidiaries
	  	 	120	  
	 SECTION 7.17.
	 	 Matching Liens and Guarantees
	  	 	120	  
	
	ARTICLE VIII	  
	
	EVENTS OF DEFAULT AND REMEDIES	  
			
	 SECTION 8.01.
	 	 Events of Default
	  	 	120	  
	 SECTION 8.02.
	 	 Remedies Upon Event of Default
	  	 	123	  
	 SECTION 8.03.
	 	 Exclusion of Immaterial Subsidiaries
	  	 	123	  
	 SECTION 8.04.
	 	 Application of Funds
	  	 	124	  
	 SECTION 8.05.
	 	 Borrower’s Right to Cure
	  	 	125	  
	
	ARTICLE IX	  
	
	ADMINISTRATIVE AGENT AND OTHER AGENTS	  
			
	 SECTION 9.01.
	 	 Appointment and Authorization of Agents
	  	 	125	  


  
 iii










							
	 SECTION 9.02.
	 	 Delegation of Duties
	  	 	126	  
	 SECTION 9.03.
	 	 Liability of Agents
	  	 	126	  
	 SECTION 9.04.
	 	 Reliance by Agents
	  	 	127	  
	 SECTION 9.05.
	 	 Notice of Default
	  	 	127	  
	 SECTION 9.06.
	 	 Credit Decision; Disclosure of Information by Agents
	  	 	128	  
	 SECTION 9.07.
	 	 Indemnification of Agents
	  	 	128	  
	 SECTION 9.08.
	 	 Agents in their Individual Capacities
	  	 	129	  
	 SECTION 9.09.
	 	 Successor Agents
	  	 	129	  
	 SECTION 9.10.
	 	 Administrative Agent May File Proofs of Claim
	  	 	130	  
	 SECTION 9.11.
	 	 Collateral and Guaranty Matters
	  	 	131	  
	 SECTION 9.12.
	 	 Other Agents and Arrangers
	  	 	133	  
	 SECTION 9.13.
	 	 Appointment of Supplemental Administrative Agents or Collateral Agents
	  	 	133	  
	
	ARTICLE X	  
	
	MISCELLANEOUS	  
			
	 SECTION 10.01.
	 	 Amendments, Etc.
	  	 	134	  
	 SECTION 10.02.
	 	 Notices and Other Communications; Facsimile Copies
	  	 	138	  
	 SECTION 10.03.
	 	 No Waiver; Cumulative Remedies
	  	 	142	  
	 SECTION 10.04.
	 	 Attorney Costs, Expenses and Taxes
	  	 	142	  
	 SECTION 10.05.
	 	 Indemnification by the Borrower
	  	 	142	  
	 SECTION 10.06.
	 	 Payments Set Aside
	  	 	143	  
	 SECTION 10.07.
	 	 Successors and Assigns
	  	 	144	  
	 SECTION 10.08.
	 	 Confidentiality
	  	 	148	  
	 SECTION 10.09.
	 	 Setoff
	  	 	149	  
	 SECTION 10.10.
	 	 Interest Rate Limitation
	  	 	149	  
	 SECTION 10.11.
	 	 Counterparts
	  	 	149	  
	 SECTION 10.12.
	 	 Integration
	  	 	149	  
	 SECTION 10.13.
	 	 Survival of Representations and Warranties
	  	 	150	  
	 SECTION 10.14.
	 	 Severability
	  	 	150	  
	 SECTION 10.15.
	 	 Tax Forms
	  	 	150	  
	 SECTION 10.16.
	 	 GOVERNING LAW
	  	 	152	  
	 SECTION 10.17.
	 	 WAIVER OF RIGHT TO TRIAL BY JURY
	  	 	154	  
	 SECTION 10.18.
	 	 Binding Effect
	  	 	154	  
	 SECTION 10.19.
	 	 Judgment Currency
	  	 	154	  
	 SECTION 10.20.
	 	 Lender Action
	  	 	155	  
	 SECTION 10.21.
	 	 USA PATRIOT Act
	  	 	155	  
	 SECTION 10.22.
	 	 Intercreditor Agreements
	  	 	155	  
	 SECTION 10.23.
	 	 No Fiduciary Relationship
	  	 	155	  
	 SECTION 10.24.
	 	 Joinder
	  	 	156	  
	 SECTION 10.25.
	 	 Relative Rights of Secured Parties
	  	 	156	  


  
 iv 









 SCHEDULES 
  

			
	1.01B	  	Unrestricted Subsidiaries
	2.01A	  	Tranche 1 Initial Lenders, Tranche 1 Commitments
	2.01B	  	Tranche 2 Initial Lenders, Tranche 2 Commitments
	4.01(a)	  	Certain Security Interests and Guarantees
	5.05	  	Certain Liabilities
	5.11(a)	  	ERISA Compliance
	5.12	  	Subsidiaries and Other Equity Investments
	7.01(b)	  	Existing Liens
	7.02(f)	  	Existing Investments
	7.03(b)	  	Existing Indebtedness
	7.04(f)	  	Permitted Subsidiary Fundamental Changes
	7.05(k)	  	Dispositions
	7.05(m)	  	Permitted Subsidiary Dispositions
	7.08	  	Transactions with Affiliates
	7.09	  	Existing Restrictions
	10.02	  	Administrative Agent’s Office, Certain Addresses for Notices

 EXHIBITS 

Form of 
  

			
	A	  	Committed Loan Notice
	B-1	  	Tranche 1 Loans Note
	B-2	  	Tranche 2 Loans Note
	C	  	Compliance Certificate
	D	  	Assignment and Assumption
	E	  	Guaranty
	F	  	Security Agreement
	G	  	Intellectual Property Security Agreement
	H	  	First Lien Intercreditor Agreement
	I	  	Pari Passu Lien Intercreditor Agreement
	J	  	Joinder Agreement


  
 v 








 SECOND LIEN CREDIT AGREEMENT, dated as of March 11, 2013, among
TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of
Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate
Parent”), CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and each Lender from time to time party hereto. 
 PRELIMINARY STATEMENTS 
 WHEREAS, capitalized terms used in these
preliminary statements shall have the respective meanings set forth for such terms in Section 1.01 hereof; 
 WHEREAS, the
Tranche 1 Initial Lender has agreed to extend the Tranche 1 Loans to the Borrower on the Closing Date, on the terms and subject to the conditions set forth herein, in an aggregate principal amount of up to $630,000,000; 

WHEREAS, each Tranche 2 Initial Lender that becomes a party to this Agreement by executing and delivering a Joinder in accordance with
Section 10.24 will agree to extend Tranche 2 Loans to the Borrower by delivering its Existing Second Lien Notes in exchange for Tranche 2 Loans in the principal amount set forth on Schedule 2.01B opposite the name of such Tranche 2
Initial Lender, on the terms and subject to the conditions set forth herein and in the applicable Exchange Offer offering memorandum, in an aggregate principal amount for all of the Tranche 2 Initial Lenders of up to $229,000,000 plus such
additional principal amount of Tranche 2 Loans issued as payment for accrued interest (including any and all uncapitalized paid-in-kind interest) on the Existing Second Lien Notes so exchanged; 

WHEREAS, the Borrower and the Guarantors have agreed to satisfy, and to cause their respective Subsidiaries to satisfy, the Collateral
and Guarantee Requirement, as applicable; 
 WHEREAS, the proceeds of the Tranche 1 Loans made on the Closing Date are to be
used solely (i) to refinance in full amounts outstanding under the 1.5 Lien Credit Agreement, (ii) to finance the cash portion of the Exchange Offers, (iii) to pay the consent fees in connection with the Exchange Offers and the
Consent Solicitations, (iv) to pay fees and expenses related to the foregoing and (v) to the extent of any remaining proceeds, for general corporate purposes; provided that no proceeds from the Tranche 1 Loans made on the Closing
Date will be used to repay or refinance Existing Second Lien Notes (other than for the payment of fees and expenses relating to any such repayment or refinancing); 
 WHEREAS, the Loans to be incurred hereunder on the Closing Date constitute “Junior Lien Indebtedness” under the First Lien Credit Agreement; and 

WHEREAS, the Obligations hereunder will be secured by the Collateral (i) on a junior priority basis to the “Obligations”
under the First Lien Debt Documents and (ii) on a pari passu basis to the “Obligations” under the Existing Second Lien Notes. 

  
 1 








 NOW, THEREFORE, in consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto agree as follows: 
 ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 
 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 
 “1.5 Lien Credit Agreement” means the Credit Agreement dated as of May 8, 2012, among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Credit Suisse AG, as
administrative agent and collateral agent and each lender from time to time party thereto. 
 “2016 Senior
Notes” means $250,000,000 in aggregate principal amount of the Borrower’s 9% senior notes due 2016. 

“2016 Senior Notes Indenture” means the Indenture for the 2016 Senior Notes, dated as of August 18, 2010.

 “Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such
period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to Holdings, Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its
Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business. 
 “Acquired Entity or
Business” has the meaning specified in the definition of the term “Consolidated EBITDA.” 
 “Adjusted
Excess Cash Flow” has the meaning specified in Section 2.05(b)(i). 
 “Adjusted LIBO Rate” means,
with respect to any Eurocurrency Rate Loan for any Interest Period, an interest rate per annum equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves; provided that if the
“Adjusted LIBO Rate” as calculated above with respect to any Eurocurrency Rate Loan would be lower than 1.50% per annum at any time, the “Adjusted LIBO Rate” shall be deemed to be 1.50% per annum at such
time. 
 “Administrative Agent” means Credit Suisse AG, in its capacity as administrative agent under the Loan
Documents, or any successor administrative agent. 
 “Administrative Agent’s Office” means the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. 

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


  
 2 








 “Affiliate” means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors,
partners, members, trustees, employees, agents, administrators, managers, representatives, advisors and attorneys-in-fact of such Persons and Affiliates (including any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent
pursuant to Section 9.02). 
 “Agents” means, collectively, the Administrative Agent, the Syndication
Agent, the Arrangers, the Collateral Agent and the Supplemental Administrative Agents (if any). 
 “Agreement”
means this Second Lien Credit Agreement. 
 “Agreement Currency” has the meaning specified in
Section 10.19. 
 “Applicable Premium Amount” means: 

(a) with respect to any Tranche 1 Loan (or portion thereof) prepaid on any date, (i) if such Tranche 1 Loan (or portion thereof) is
prepaid pursuant to Section 2.05(a), 2.05(b)(ii) or 2.05(b)(iii) at any time prior to August 23, 2014, an amount equal to the sum of (x) 2.00% of the principal amount of such Tranche 1 Loan (or portion thereof) being prepaid
plus (y) the then present value of the required interest payments not yet made (assuming for this purpose an interest rate equal to the Adjusted LIBO Rate for a Eurocurrency Loan with a one-month Interest Period made on the date of such
prepayment plus the Applicable Rate with respect thereto) on the principal amount of such Tranche 1 Loan (or portion thereof) being prepaid that but for such prepayment would have been payable through August 23, 2014, calculated using a
discount rate equal to the Treasury Rate as of the date of such prepayment plus 50 basis points, and (ii) if such Tranche 1 Loan (or portion thereof) is prepaid pursuant to Section 2.05(b)(i) prior to August 23, 2014 or is
prepaid pursuant to any Section of this Agreement on or after August 23, 2014, 2.00% of the principal amount of such Tranche 1 Loan (or portion thereof); and 
 (b) with respect to any Tranche 2 Loan (or portion thereof) prepaid pursuant to Section 2.05(a), 2.05(b)(ii) or 2.05(b)(iii) at any time prior to August 23, 2014, an amount equal to the then
present value of the required interest payments not yet made on the principal amount of such Tranche 2 Loan (or portion thereof) being prepaid that but for such prepayment would have been payable through August 23, 2014, calculated using a
discount rate equal to the Treasury Rate as of the date of such prepayment plus 50 basis points. 
 “Applicable
Rate” means (a) with respect to any Base Rate Loan that is a Tranche 1 Loan, 7.00% per annum and (b) with respect to any Eurocurrency Rate Loan that is a Tranche 1 Loan, 8.00% per annum. 

  
 3 








 “Approved Bank” has the meaning specified in clause (c) of the
definition of “Cash Equivalents.” 
 “Approved Fund” means, with respect to any Lender, any Fund that
is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender. 

“Arrangers” means Credit Suisse Securities (USA) LLC and UBS Securities LLC, each in its capacity as a Joint Bookrunner
and Joint Lead Arranger under this Agreement. 
 “Assignees” has the meaning specified in
Section 10.07(b). 
 “Assignment and Assumption” means an Assignment and Assumption substantially in the
form of Exhibit D. 
 “Attorney Costs” means and includes all reasonable fees, expenses and
disbursements of any law firm or other external legal counsel. 
 “Attributable Indebtedness” means, on any
date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP. 

“Audited Financial Statements” means the audited combined balance sheet of Holdings and its Subsidiaries as of
December 31, 2012, and the related audited consolidated statements of income, stockholders’ equity and cash flows for Holdings and its Subsidiaries for the fiscal year ended December 31, 2012. 

“Bankruptcy Case” has the meaning specified in Section 10.25(f). 

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the Federal Funds Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate on such day for a one month Interest Period commencing on the second Business Day after such day plus 1%; provided that if the
“Base Rate” as calculated above would be lower than 2.50% per annum at any time, the “Base Rate” shall be deemed to be 2.50% at such time. If the Administrative Agent shall have determined (which determination shall
be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate or the Adjusted LIBO Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with
the terms of the definition of Federal Funds Rate, the Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change
in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Adjusted LIBO Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted LIBO Rate, as the case may be.

 “Base Rate Loan” means a Tranche 1 Loan that bears interest based on the Base Rate. 

  
 4 








 “Borrower” has the meaning specified in the introductory paragraph to this
Agreement. 
 “Borrower Materials” has the meaning specified in Section 10.02(a). 

“Borrowing” means a borrowing consisting of Loans of the same Type and Class and, in the case of Eurocurrency Rate
Loans, having the same Interest Period. 
 “Business Day” means any day other than a Saturday, Sunday or other
day on which commercial banks are authorized to remain closed under the Laws of, or are in fact closed in, the State of New York and, if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements,
settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are
conducted by and between banks in the London interbank eurodollar market. 
 “Capital Expenditures” means, for
any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by Holdings, the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as
additions during such period to property, plant or equipment reflected in the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries, (b) all Capitalized Software Expenditures for such period and (c) the value
of all assets under Capitalized Leases incurred by Holdings, the Borrower and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection
with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of
compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross
amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the
proceeds of Dispositions that are not required to be applied to prepay (x) any Senior Lien Indebtedness, (y) any Pari Passu Lien Indebtedness or (z) any Loans pursuant to Section 2.05(b), (iv) expenditures that constitute
any part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures by Holdings, the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than Holdings, the Borrower or any
Restricted Subsidiary and for which none of Holdings, the Borrower or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether
before, during or after such period), (vi) the book value of any asset owned by Holdings, the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during
such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to
permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally
acquired or (vii) expenditures that constitute Permitted Acquisitions. 

  
 5 








 “Capitalized Leases” means all leases that have been or should be, in
accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP. 

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or
accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected
as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries. 
 “Cash
Equivalents” means any of the following types of Investments, to the extent owned by Holdings, the Borrower or any Restricted Subsidiary: 
 (a) Dollars, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency
or instrumentality of (i) the United States or (ii) any member nation of the European Union, in each case having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and
credit of the United States or a member nation of the European Union is pledged in support thereof; 

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that
(i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking
Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve
System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months
from the date of acquisition thereof; 
 (d) commercial paper and variable or fixed rate notes issued by an
Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s,
in each case with average maturities of not more than 12 months from the date of acquisition thereof; 

(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or
recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or 

  
 6 








 
fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in which such Person shall have
a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; 

(f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or
Moody’s (or the equivalent thereof); 
 (g) Investments with average maturities of 12 months or less
from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; 

(h) instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or
any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in
connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and 

(i) Investments, classified in accordance with GAAP as current assets of Holdings, the Borrower or any Restricted
Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which
are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition. 
 “Casualty Event” means any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any
equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property. 
 “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended. 

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by
the U.S. Environmental Protection Agency. 
 “Change in Law” means the occurrence, after the date hereof, of
any of the following: (a) the adoption or taking effect of any rule, regulation, treaty or other Law, (b) any change in any rule, regulation, treaty or other Law or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to
the contrary, (i) 

  
 7 








 
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) 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, promulgated or issued. 
 “Change of Control” means the earliest to occur of: 
 (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of
Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if: 

(i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted
Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings at such time or (B) the Permitted Holders own a majority of the outstanding voting Equity Interests of
Holdings at such time, or 
 (ii) at any time upon or after the consummation of a Qualifying IPO, and for
any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity
acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or
indirectly, of more than the greater of (x) thirty-five percent (35%) of the then issued and outstanding voting shares of Holdings and (y) the percentage of the then issued and outstanding voting shares of Holdings owned, directly or
indirectly, beneficially by the Permitted Holders, and (B) during each period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or 

(b) any “Change of Control” (or any comparable term) in the First Lien Credit Agreement or any document
pertaining to any Senior Lien Indebtedness, Junior Lien Indebtedness, any Pari Passu Lien Indebtedness, the High Yield Notes (or any Permitted Refinancing thereof), the 2016 Senior Notes (or any Permitted Refinancing thereof), any Subordinated
Financing or any Permitted Refinancing Indebtedness with an aggregate outstanding principal amount in excess of the Threshold Amount; or 
 (c) at any time prior to a Qualifying IPO of the Borrower, the Borrower ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings. 

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Tranche 1 Lenders or Tranche 2
Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Tranche 1 Commitments or Tranche 2 Commitments, and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans
comprising such Borrowing, are Tranche 1 Loans or Tranche 2 Loans. 

  
 8 








 “Closing Date” means the date on which the Loans are made to the Borrower
in accordance with Section 2.01. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended from
time to time, and rules and regulations related thereto. 
 “Collateral” means all of the
“Collateral,” or terms of similar import, as defined in any Collateral Document, including the Mortgaged Properties. 

“Collateral Agent” means Credit Suisse AG, in its capacity as collateral agent under any of the Loan Documents, or any
successor collateral agent. 
 “Collateral and Guarantee Requirement” means, at any time, the requirement that:

 (a) the Administrative Agent shall have received each Collateral Document required to be delivered
(i) on the Closing Date pursuant to Section 4.01(a) or (ii) pursuant to Section 6.11 or 6.17 at such time, duly executed by each Loan Party thereto; 

(b) all Obligations shall have been unconditionally guaranteed pursuant to the Guaranty by Holdings, Intermediate
Parent, TDS Intermediate Parent, any other Intermediate Holding Company that is not an Excluded Subsidiary and each Restricted Subsidiary of Holdings that is a Domestic Subsidiary and not an Excluded Subsidiary; 

(c) all guarantees issued or to be issued in respect of the Senior Subordinated Notes (i) shall be subordinated
to the Guaranties to the same extent that the Senior Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding Guaranty; 

(d) the Obligations and the Guaranties shall have been secured by a security interest in: (i) all of the Equity
Interests of the Borrower, (ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g)) of each
wholly owned direct Subsidiary of Holdings, Intermediate Parent, TDS Intermediate Parent, any other Intermediate Holding Company, the Borrower or a Domestic Subsidiary of Holdings that is or is required hereunder to be a Guarantor and (iii) 65%
of the issued and outstanding Equity Interests of each wholly owned Foreign Subsidiary that is directly owned by Holdings, an Intermediate Holding Company, the Borrower or any Domestic Subsidiary of Holdings that is or is required hereunder to be a
Guarantor; 
 (e) except to the extent otherwise permitted hereunder or under any Collateral Document, the
Obligations and the Guaranties shall have been secured by a perfected security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Domestic Guarantor (including accounts (other
than deposit accounts or other bank or securities accounts, which are the subject of clause 

  
 9 








 
(f) below), inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned (but not leased) real property and proceeds of the foregoing), in
each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties; 

(f) with respect to each domestic deposit account and other domestic bank and securities accounts (other than
(i) the First Lien Tranche S Collateral Account and (ii) other Excluded Accounts), maintained by the Borrower or any Domestic Guarantor with any depositary bank or securities intermediary, the Collateral Agent shall have received a
counterpart, duly executed and delivered by the Borrower or the applicable Domestic Guarantor and such depositary bank or securities intermediary, as the case may be, of a control agreement; provided, that prior to the Senior Lien
Indebtedness being paid in full and there being no commitments or letters of credit outstanding under the definitive documentation for any Senior Lien Indebtedness (other than letters of credit that have been cash collateralized), the Borrower and
the Domestic Guarantors shall only be required to use commercially reasonable efforts to deliver any such control agreement with respect to any such domestic deposit account or other domestic bank and securities account; 

(g) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; 

(h) subject to Section 6.17, the Collateral Agent shall have received (i) counterparts of a Mortgage with
respect to (A) the owned real property of the Loan Parties located at 5350 South Valentia Way, Greenwood Village, Colorado and (B) each owned property required to be delivered pursuant to Section 6.11 or 6.13 (the “Mortgaged
Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid
Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) such
existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property; 

(i) subject to Section 6.17 and clause (k) below, to the extent permitted by Law and subject to no material
adverse tax, regulatory or legal consequences (as determined by Holdings in good faith after consultation with the Administrative Agent), the Obligations shall be unconditionally guaranteed in full by each Restricted Subsidiary of Holdings (other
than an Excluded Subsidiary) that is not required to provide a guarantee pursuant to clause (b) above, and upon the actual execution and delivery of each such guarantee pursuant to this Agreement, such guarantee will also be considered a
Guaranty and such guarantor will also be considered a Guarantor for all purposes of this Agreement and the other Loan Documents; 

  
 10 









 (j) subject to Section 6.17 and clause (k) below, to the extent
permitted by Law and subject to no material adverse tax, regulatory or legal consequences (as determined by Holdings in good faith after consultation with the Administrative Agent), the Obligations and the Guaranties shall have been secured by a
security interest in 100% of the Equity Interests of each wholly owned direct and indirect Foreign Subsidiary of Holdings (to the extent not already subject to a 100% pledge pursuant to clause (d) above); 

(k) no Restricted Subsidiary shall be required to provide a guarantee pursuant to clause (i) above (and any such
Restricted Subsidiary shall be automatically released from its obligations under a Guaranty) or have its Equity Interests pledged pursuant to clause (j) above (and any such Equity Interest pledged shall be automatically released) if it is
determined by Holdings acting in good faith that (i) the total assets of such Restricted Subsidiary on a consolidated basis have a value of less than $2,500,000 as of the date of the most recent financial information prepared for such
Restricted Subsidiary (or, if such financial information has not been prepared within the prior 12 months, as of a reasonably recent date determined by such Restricted Subsidiary) or (ii) there are holders of minority interests in such
Restricted Subsidiary or pledges or Liens on the assets of such Restricted Subsidiary or any other arrangement that would prevent the economic value of such Restricted Subsidiary from being available to the Secured Parties in an Insolvency
Proceeding (as defined in the First Lien Intercreditor Agreement) of Holdings (any such Restricted Subsidiary, an “Immaterial Subsidiary”); and 
 (l) notwithstanding anything to the contrary contained herein, including clause (k) immediately above, but subject to Section 6.17, (i) the Obligations and the Guaranties shall be secured
by a Lien on any asset or property that is subject to a Lien permitted pursuant to Sections 7.01(r), (aa), (bb), (cc) or (dd) and guaranteed by all Restricted Subsidiaries that guarantee the Senior Lien Indebtedness, the Pari Passu Lien
Indebtedness, the Junior Lien Indebtedness, the High Yield Notes (and any Permitted Refinancing thereof), the 2016 Senior Notes (and any Permitted Refinancing thereof) and any Permitted Refinancing Indebtedness and (ii) if Consolidated EBITDA
as of the end of the most recent four fiscal quarter period for which financial statements have been (or were required to have been) delivered pursuant to Section 6.01 that is attributable to Holdings, the Borrower and the Restricted
Subsidiaries that are Guarantors does not collectively represent on a non-consolidated basis at least 95% of Consolidated EBITDA for such four fiscal quarter period, then (x) the Borrower shall within 10 Business Days after the delivery of such
financial statements designate one or more additional Restricted Subsidiaries to become Guarantors so that immediately after giving effect to such designation such requirement shall be satisfied and (y) any Restricted Subsidiary so designated
shall, and Holdings and the Borrower shall cause each such Restricted Subsidiary to, satisfy the Collateral and Guaranty Requirement that would be applicable to a Guarantor of the same type (e.g., Domestic Guarantor or Foreign Guarantor) within 30
days of such designation or such longer period as may be agreed upon by the Administrative Agent. 

  
 11 









 For purposes of clauses (i) and (j) above, commercially reasonable best efforts
shall include appropriate amendments to charters and/or the interposition of intermediate holding companies in furtherance of the requirements of this definition. 
 The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for
so long as, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in
respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with
respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection
cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents. 
 Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) with respect to leases of real property entered into by the
Borrower or any other Domestic Guarantor, the Borrower shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases, (b) Liens required to be granted from time to time
pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Closing Date and, to the extent appropriate in the applicable jurisdiction, as agreed
between the Administrative Agent and the Borrower and (c) Orbitz TopCo and its Subsidiaries shall not be subject to the Collateral and Guarantee Requirement other than pursuant to Section 6.16. 

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the
Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements, control agreements or other similar agreements delivered to the Collateral Agent for the benefit of the Lenders
pursuant to Section 4.01, 6.11, 6.13 or 6.17, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Administrative Agent or the Collateral Agent, as the
case may be, for the benefit of the Secured Parties. 
 “Commitment” means a Tranche 1 Commitment or a Tranche
2 Commitment, as the context may require. 
 “Committed Loan Notice” means a notice of (a) a Borrowing,
(b) a conversion of Tranche 1 Loans from one Type to the other or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A. 

“Communications” has the meaning specified in Section 10.02(a). 

“Compensation Period” has the meaning specified in Section 2.12(c)(ii). 

  
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 “Compliance Certificate” means a certificate substantially in the form of
Exhibit C. 
 “Conforming Plan of Reorganization” means any Plan of Reorganization that is not a
Non-Conforming Plan of Reorganization. 
 “Consent Solicitations” means, collectively, (a) the consent
solicitation of eligible holders of Senior Notes, (b) the consent solicitation of eligible holders of 2016 Senior Notes, (c) the consent solicitation of eligible holders of Senior Subordinated Notes, (d) the consent solicitation of
eligible holders of Existing Second Lien Notes, (e) the consent solicitation of eligible holders of tranche A and tranche B loans under the PIK Credit Agreement and (f) the consent solicitation of shareholders of Worldwide to amend the
shareholder agreement of Worldwide dated October 3, 2011, in each case pursuant to the applicable offering memorandum dated the date hereof or the applicable consent solicitation statement dated the date hereof. 

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus: 

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net
Income, the sum of the following amounts for such period: 
 (i) total interest expense and, to the extent
not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of
surety bonds in connection with financing activities; 
 (ii) provision for taxes based on income, profits
or capital of Holdings, the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes paid or accrued during such period; 

(iii) depreciation and amortization including amortization of Capitalized Software Expenditures; 

(iv) Non-Cash Charges; 
 (v) extraordinary losses and unusual or non-recurring charges, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans (other than any
amounts that could be added back to Consolidated EBITDA pursuant to clause (vi) or (ix) below, but for the cap contained therein); 
 (vi) restructuring charges or reserves (including restructuring costs related to acquisitions after the First Lien Original Closing Date and to closure/consolidation of facilities), which amount,
when combined with the amounts added pursuant to clause (ix) below, shall not exceed $35,000,000 for any period consisting of four consecutive fiscal quarters; 

  
 13 









 (vii) any deductions attributable to minority interests; 

(viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor to
the extent permitted hereunder; 
 (ix) the amount of any restructuring charges, integration costs or other
business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the First Lien Original Closing Date and costs
related to the closure and/or consolidation of facilities, the separation from Cendant Corporation and the business-to-consumer platform, which amount, when combined with the amounts added pursuant to clause (vi) above, shall not exceed
$35,000,000 for any period consisting of four consecutive fiscal quarters; 
 (x) any costs or expenses
incurred by Holdings, the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent
that such costs or expenses are funded with cash proceeds contributed to the capital of Holdings, the Borrower or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests); and 

(xi) any payments with respect to the FASA Credits; less 

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the
following amounts for such period: 
 (i) extraordinary gains and unusual or non-recurring gains;

 (ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual
or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period); 
 (iii) gains
on asset sales (other than asset sales in the ordinary course of business); 
 (iv) any net after-tax income
from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments; 

(v) all gains from investments recorded using the equity method; provided that Consolidated EBITDA shall be
increased by the amount of dividends or distributions or other payments from such investment to a Loan Party or the Restricted Subsidiary which made the investment that are actually paid in cash during such period (or to the extent converted into
cash during such period); and 
 (vi) United EBITDA; 

  
 14 









 in each case, as determined on a consolidated basis for Holdings, the Borrower and the Restricted
Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income, 

(i) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses (after any
offset) related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Contracts for currency exchange risk); 
 (ii) there shall be excluded in determining Consolidated EBITDA for any period any adjustments (after any offset) resulting from the application of Statement of Financial Accounting Standards
No. 133; and 
 (iii) there shall be included in determining Consolidated EBITDA for any period,
without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower or any Restricted Subsidiary during such period (but not the Acquired
EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower or any
Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or
Business for such period (including the portion thereof occurring prior to such acquisition), (B) for the purposes of the definition of the term “Permitted Acquisition,” Section 7.11 and Section 7.12 an adjustment in respect
of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate
executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent and (C) for purposes of determining the Total Leverage Ratio and the Senior Secured Leverage Ratio only, there shall be excluded in determining
Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of by Holdings, the Borrower or any Restricted Subsidiary during such period (each such Person, property,
business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or
disposition). 
 For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) non-cash losses on
discontinued operations and asset sales, disposals or abandonments (including, without limitation, the Travel 2 Travel 4 operations being disposed), (b) any impairment charge or asset write-off including, without limitation, those related to
intangible assets, long-lived assets, and investments in debt and equity securities, in each case, pursuant to 

  
 15 









 
GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges including, without limitation,
the amortization of up-front bonuses in connection with the supplier services business (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period,
the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period). 

“Consolidated Lease Expense” means, for any period, all rental expenses of Holdings, the Borrower and the Restricted
Subsidiaries during such period under operating leases for real or personal property (including in connection with sale-leaseback transactions permitted by Section 7.05(f)), excluding real estate taxes, insurance costs and common area
maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted
Acquisition to the extent such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and related to periods prior to such acquisition and (c) all obligations under Capitalized Leases,
all as determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Net Income” means, for any
period, the net income (loss) of Holdings, the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) the net income of any Restricted Subsidiary
of Holdings (other than any Guarantors) during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its
organizational documents or any agreement, instrument or requirement of Law or regulation applicable to that Restricted Subsidiary during such period unless such restriction has been legally waived, (b) extraordinary items for such period,
(c) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (d) any fees and expenses incurred during such period, or any amortization thereof for such period, in
connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such
transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or integration or non-recurring merger costs incurred during such period as a result of any such transaction (including, without
limitation, (i) bonuses paid in connection with the Gullivers Travel Associates Acquisition and (ii) any adjustments to liabilities owing to former owners of Orbitz under a tax sharing agreement), (e) any income (loss) for such period
attributable to the early extinguishment of Indebtedness and (f) accruals and reserves that are established within twelve months after the Worldspan Closing Date that are so required to be established as a result of the Worldspan Transactions
in accordance with GAAP; provided that, for the avoidance of doubt, any net income attributable to a Restricted Subsidiary shall only constitute Consolidated Net Income after deducting for any minority interests in such Restricted Subsidiary.
There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property and equipment, software and other intangible assets, deferred revenue and debt line items in component amounts required or
permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the 

  
 16 









 
Borrower and the Restricted Subsidiaries), as a result of the First Lien Original Closing Date Transaction, any acquisition consummated prior to the First Lien Original Closing Date, any
Permitted Acquisitions, or the amortization or write-off of any amounts thereof, net of taxes (other than the impact of unfavorable contract liabilities and commission agreements under purchase accounting). In addition, FASA Credits provided by
Worldspan, L.P. to Northwest or Delta shall reduce consolidated net income in the period in which such credit was provided regardless of accounting treatment in accordance with GAAP, except to the extent FASA Credits have been prepaid with the
proceeds of debt issuances by Worldspan Technologies Inc. 
 “Consolidated Total Debt” means, as of any date of
determination, (a)(i) the aggregate principal amount of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any
discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations
evidenced by promissory notes or similar instruments, plus (ii) the present value of all remaining payments due under the FASA Credits at an assumed 11% discount rate (unless remaining payments under the FASA Credits are classified as a
liability on the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, in which case, the amount under this clause (ii) shall be the amount
of such liability), minus (b) without duplication, the aggregate amount of cash and Cash Equivalents credited to the First Lien Tranche S Collateral Account as of such date and the aggregate amount of cash and Cash Equivalents (in each
case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(l), Section 7.01(r), Section 7.01(s), clauses (i) and (ii) of
Section 7.01(u), Section 7.01(aa), Section 7.01(bb), Section 7.01(cc) and Section 7.01(dd)) included in the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries as of such date;
provided that Consolidated Total Debt shall not include the First Lien Synthetic L/C Facilities or the First Lien Credit-Linked Deposits, except to the extent of First Lien Unreimbursed Amounts thereunder and outstanding First Lien Tranche S
Term Loans and First Lien Non-Extended Synthetic L/C Loans. 
 “Consolidated Total Senior Secured Debt” means,
as of any date of determination, the aggregate principal amount of Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects
of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition), consisting of Indebtedness for borrowed money and debt obligations evidenced by promissory notes or similar
instruments that, in each case as of such date, is outstanding under the Loan Documents or is secured by a first priority Lien, Senior Lien or a Pari Passu Lien on any asset or property of Holdings, the Borrower or any of its Restricted
Subsidiaries. 
 “Consolidated Working Capital” means, at any date, the excess of (a) the sum of all
amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted
Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total 

  
 17 









 
current liabilities” (or any like caption) on a consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding,
without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans, Senior Lien Indebtedness (including First Lien Loans and L/C Obligations), Pari Passu Lien Indebtedness and Junior Lien
Indebtedness to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes. 
 “Continuing Directors” means the directors of Holdings on the Closing Date and each other director, if, in each case, such other directors’ nomination for election to the board of
directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the shareholders
of Holdings (or the Borrower after a Qualifying IPO of the Borrower). 
 “Contract Consideration” has the
meaning specified in the definition of “Excess Cash Flow.” 
 “Contractual Obligation” means, as to
any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Control” has the meaning specified in the definition of “Affiliate.” 

“Credit Suisse” means Credit Suisse AG (acting through such branches or affiliates as it deems appropriate) and its
successors and permitted assignees. 
 “Dealer Manager” means Credit Suisse Securities (USA) LLC, in its
capacity as the dealer manager for the Exchange Offers. 
 “Debt Affiliate” means any of the following:
(i) Holdings, any Affiliate of Holdings or any Subsidiary of Holdings; (ii)(a) any Person that owns or holds (or has Affiliates that own or hold, when taken together with any Equity Interest held by such Person), directly or indirectly, more
than 5% of the Equity Interests in Holdings and/or its Subsidiaries in the aggregate and all of such Person’s Affiliates, or (b) any Person that has designated or has the right to designate one or more individuals to serve on the board of
directors (or equivalent governing body) of Holdings, any Affiliate of Holdings or any Subsidiary of Holdings; (iii) all partnerships, funds and accounts managed, advised or controlled by any of the Persons described in clauses (i) or
(ii) immediately above and/or any Person that is administered or managed by, or administers or manages, any of the Persons described in clauses (i) or (ii) immediately above; or (iv) any Lender that has sold a participation in,
or entered into a Swap Contract with respect to, all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Loans) to any Person described in any of clauses (i), (ii) or
(iii) immediately above. 
 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors generally. 

  
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 “Default” means any event or condition that constitutes an Event of Default
or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 
 “Default
Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.00% per annum; provided that with respect to a Eurocurrency Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws; provided,
further, that with respect to a Tranche 2 Loan, the Default Rate shall be an interest rate equal to the interest rate otherwise applicable to such Loan plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.

 “Delta” means Delta Air Lines, Inc., a Delaware corporation. 

“Delta FASA” means the Delta Founder Airline Services Agreement, dated as June 30, 2003, between Delta and the
Borrower. 
 “Deposit Account” has the meaning specified in the Security Agreement. 

“Deposit Account Control Agreement” has the meaning specified in the Security Agreement. 

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by Holdings, the
Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such
valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition). 

“DIP Financing” has the meaning specified in Section 10.25(f). 

“DIP Financing Liens” has the meaning specified in Section 10.25(f). 

“DIP Lenders” has the meaning specified in Section 10.25(f). 

“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of
Consolidated EBITDA of such Sold Entity or Business (determined as if references to Holdings, the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and its
Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business. 
 “Disposition” or
“Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by
Holdings of any of its Equity Interests to another Person. 

  
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 “Disqualified Equity Interests” means any Equity Interest which, by its
terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for
Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, event of loss or asset disposition so long as any rights of the holders thereof upon the occurrence of a change of control,
event of loss or asset disposition event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for
Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute
Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date in effect at the time such Equity Interest is issued. 

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

“Dollar Amount” means, at any time: 
 (a) with respect to any Loan denominated in Dollars, the principal amount thereof then outstanding; and 
 (b) with respect to any amount not denominated in Dollars, the amount thereof converted to Dollars in accordance with Section 1.08. 

“Domestic Guarantor” means any Guarantor that is organized under the Laws of the United States, any state thereof or the
District of Columbia. 
 “Domestic Loan Parties” means, collectively, the Borrower and each Domestic Guarantor.

 “Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state
thereof or the District of Columbia. 
 “Effective Date” has the meaning specified in Section 10.18.

 “Eligible Assignee” means any Assignee permitted by and consented to in accordance with
Section 10.07(b). 
 “EMU Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency. 
 “Environmental Laws”
means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the
protection of the environment, natural resources, or, to the extent relating to exposure to 

  
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Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or
public systems. 
 “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under
any Environmental Law. 
 “Equity Interests” means, with respect to any Person, all of the shares, interests,
rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from
such Person of any of the foregoing (including through convertible securities). 
 “Equity Investors” means the
Sponsor, the Other Sponsor and the Management Stockholders. 
 “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time. 
 “ERISA Affiliate” means any trade or business (whether
or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA. 
 “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a
complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan
amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate. 

  
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 “Euro” and “EUR” means the lawful currency of the
Participating Member States introduced in accordance with EMU Legislation. 
 “Eurocurrency Rate” means, when
used in reference to any Loan or Borrowing, a reference to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 

“Eurocurrency Rate Loan” means a Tranche 1 Loan that bears interest at a rate based on the Adjusted LIBO Rate.

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

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

(a) the sum, without duplication, of: 

(i) Consolidated Net Income for such period, 

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated
Net Income, 
 (iii) decreases in Consolidated Working Capital and long-term account receivables for such
period (other than any such decreases arising from acquisitions (other than acquisitions of inventory in the ordinary course of business) by Holdings, the Borrower and the Restricted Subsidiaries completed during such period), and 

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by Holdings, the Borrower and the Restricted
Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over 

(b) the sum, without duplication, of: 

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and
cash charges included in clauses (a) through (f) of the definition of Consolidated Net Income, 

(ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of
Capital Expenditures made in cash, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries, 

(iii) the aggregate amount of all principal payments of Indebtedness of Holdings, the Borrower and the Restricted
Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Loans pursuant to Section 2.05(b)(ii) or any mandatory prepayment of Indebtedness under
any First Lien Debt Documents 

  
 22 









 
or any Pari Passu Lien Indebtedness (including as a result of any mandatory offer to repurchase, redeem or prepay Indebtedness under any First Lien Debt Documents or any Pari Passu Lien
Indebtedness), in each case to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding all other prepayments of Loans, any Indebtedness under
any First Lien Debt Documents or any Pari Passu Lien Indebtedness) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the
extent financed with the proceeds of other Indebtedness of Holdings, the Borrower or the Restricted Subsidiaries, 
 (iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings, the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of
business) to the extent included in arriving at such Consolidated Net Income, 
 (v) increases in
Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions by Holdings, the Borrower and the Restricted Subsidiaries during such period), 

(vi) cash payments by Holdings, the Borrower and the Restricted Subsidiaries during such period in respect of
long-term liabilities of Holdings, the Borrower and the Restricted Subsidiaries other than Indebtedness, 

(vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of
Investments and acquisitions made during such period pursuant to Section 7.02(b), (i) or (n) to the extent that such Investments and acquisitions were financed with internally generated cash flow of Holdings, the Borrower and the
Restricted Subsidiaries, 
 (viii) [Reserved], 

(ix) the aggregate amount of expenditures actually made by Holdings, the Borrower and the Restricted Subsidiaries in
cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, 
 (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings, the Borrower and the Restricted Subsidiaries during such period that are required to be made
in connection with any prepayment of Indebtedness, 
 (xi) without duplication of amounts deducted from
Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings, the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into
prior to or during such period 

  
 23 









 
relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period;
provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount
of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and 
 (xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Exchange Offers” means, collectively, (a) the exchange of Senior Notes for New
Senior Notes, (b) the exchange of 2016 Senior Notes for New Senior Notes, (c) the exchange of Existing Second Lien Notes for Tranche 2 Loans hereunder and (d) the exchange of loans under the PIK Credit Agreement for consideration
including equity of Worldwide, in each case pursuant to the applicable offering memorandum dated the date hereof. 

“Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be
exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall
be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the
arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date
for the purchase of Dollars for delivery two Business Days later. 
 “Excluded Accounts” means (a) each
Deposit Account the funds in which are specially and exclusively used for payroll, payroll taxes and other employee wage benefit payments to or for the benefit of any Loan Party’s employees, (b) each Deposit Account that holds funds not
owned by any Loan Party, (c) Deposit Accounts or Securities Accounts not located in the United States or any of its States or territories, (d) tax withholding accounts (to the extent maintained by the Borrower and its Subsidiaries
exclusively for the purpose of maintaining or holding tax withholding amounts payable to applicable Governmental Authorities), in each case, entered into in the ordinary course of business and consistent with prudent business conduct,
(e) segregated Deposit Accounts constituting zero balance accounts, in each case to the extent such zero balance accounts are swept on a daily basis to a Deposit Account that is subject to a Deposit Account Control Agreement, (f) the First
Lien Tranche S Collateral Account and (g) any Deposit Accounts or Securities Accounts, the average daily balance of which has not, for any period of twenty (20) consecutive Business Days after the Closing Date, exceeded $5,000,000 for any
such account. 

  
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 “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly
owned Subsidiary of Holdings, (b) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (c) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred
pursuant to Section 7.03(g) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (c) if such secured
Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, and (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative
Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom. 

“Existing Second Lien Indenture” means that certain indenture dated as of November 30, 2011, for the Existing
Second Lien Notes, among the Loan Parties and Wells Fargo Bank, National Association, as trustee and collateral agent. 

“Existing Second Lien Indenture Collateral Documents” has the meaning assigned to the term “Collateral
Documents” in the Existing Second Lien Indenture. 
 “Existing Second Lien Notes” means the
Borrower’s Series B second priority senior notes due 2016 issued on November 30, 2011. 
 “FASA
Credits” means the Delta FASA Credits and the Northwest FASA Credits, as defined in the Delta FASA and the Northwest FASA, respectively. 
 “FATCA” means Sections 1471 through 1474 of the Code, as in effect on the date hereof, and any amended or successor version that is substantively comparable and not materially more
onerous to comply with, and any current or future Treasury regulations or other official interpretations thereof (including any Revenue Ruling, Revenue Procedure, Notice or similar guidance issued by the Internal Revenue Service) and any agreements
entered into pursuant to Section 1471(b)(1) of the Code. 
 “Federal Funds Rate” means, for any day, the
weighted average of the per annum rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

 “Fee Letter” means that certain fee letter dated as of the date hereof between the Borrower, Credit Suisse
AG and Credit Suisse Securities (USA) LLC. 
 “First Lien Cash Management Obligations” means “Cash
Management Obligations” as defined in the First Lien Credit Agreement as in effect on the date hereof. 

  
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 “First Lien Collateral Documents” has the meaning assigned to the term
“Collateral Documents” in the First Lien Credit Agreement. 
 “First Lien Credit Agreement” means the
Fifth Amended and Restated Credit Agreement, dated as of August 23, 2006, as amended and restated on December 11, 2012, among the Borrower, Holdings, UBS AG, Stamford Branch, as administrative agent, UBS AG, Stamford Branch, as collateral
agent, UBS AG, Stamford Branch, as L/C issuer and as swing line lender, each lender from time to time party thereto and the other agents and arrangers named therein, and as further amended, amended and restated, supplemented or otherwise modified
from time to time; provided that the term First Lien Credit Agreement shall also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original lenders or with an administrative agent
or agents or other lenders, whether provided under the original First Lien Credit Agreement or any other credit or other agreement or indenture and whether entered into concurrently with or subsequent to the termination of the prior First Lien
Credit Agreement). Any reference to the First Lien Credit Agreement herein shall be deemed a reference to any First Lien Credit Agreement then in existence. 
 “First Lien Credit Agreement Permitted Refinancing Indebtedness” means “Permitted Refinancing Indebtedness” as defined in the First Lien Credit Agreement as in effect on the
date hereof. 
 “First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation” means
“Permitted Refinancing Indebtedness Documentation” as defined in the First Lien Credit Agreement as in effect on the date hereof. 
 “First Lien Credit-Linked Deposit” means “Credit-Linked Deposit” as defined in the First Lien Credit Agreement as in effect on the date hereof. 

“First Lien Debt Documents” means each First Lien Credit Agreement, the First Lien Collateral Documents and the other
“Loan Documents” (or the equivalent thereof) as defined in any First Lien Credit Agreement, including each mortgage and other security documents, guaranties and the notes, if any, issued thereunder. 

“First Lien Fourth Amended and Restated Effective Date” means September 30, 2011. 

“First Lien Intercreditor Agreement” means the Intercreditor Agreement described in clause (a) of the definition of
Senior Lien Intercreditor Agreement. 
 “First Lien Loans” means the senior secured first lien loans under the
First Lien Credit Agreement (or any other Indebtedness under the First Lien Credit Agreement that refinances such senior secured first lien loans). 
 “First Lien Non-Extended Synthetic L/C Loans” means “Non-Extended Synthetic L/C Loans” as defined in the First Lien Credit Agreement as in effect on the date hereof. 

“First Lien Original Closing Date” means August 23, 2006. 

  
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 “First Lien Original Closing Date Transactions” means “Original
Closing Date Transactions” as defined in the First Lien Credit Agreement as in effect on the date hereof. 
 “First
Lien Revolving Credit Commitments” means “Revolving Credit Commitments” as defined in the First Lien Credit Agreement as in effect on the date hereof. 
 “First Lien Secured Hedge Agreements” means “Secured Hedge Agreements” as defined in the First Lien Credit Agreement as in effect on the date hereof. 

“First Lien Synthetic L/C Facilities” means “Synthetic L/C Facilities” as defined in the First Lien Credit
Agreement as in effect on the date hereof. 
 “First Lien Tranche S Collateral Account” means “Tranche S
Collateral Account” as defined in the First Lien Credit Agreement as in effect on the date hereof. 
 “First Lien
Tranche S Term Loans” means “Tranche S Term Loans” as defined in the First Lien Credit Agreement as in effect on the date hereof. 
 “First Lien Transaction” means “Transaction” as defined in the First Lien Credit Agreement as in effect on the date hereof. 

“First Lien Unreimbursed Amount” means “Unreimbursed Amount” as defined in the First Lien Credit Agreement as
in effect on the date hereof. 
 “First Priority Administrative Agent” has the meaning assigned to such term in
the Senior Lien Intercreditor Agreement. 
 “First Priority Collateral Agent” has the meaning assigned to such
term in the Senior Lien Intercreditor Agreement. 
 “Foreign Guarantor” means any Guarantor that is not a
Domestic Guarantor. 
 “Foreign Lender” has the meaning specified in Section 10.15(a)(i). 

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to
by, or entered into with, any Loan Party or any Subsidiary with respect to employees employed outside the United States. 

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of Holdings which is not a Domestic Subsidiary.

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

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

  
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 “Funded Debt” means all Indebtedness of Holdings, the Borrower and the
Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such
date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans, the First Lien Loans, any Junior
Lien Indebtedness, any Pari Passu Lien Indebtedness, any High Yield Notes (and any Permitted Refinancing thereof), any 2016 Senior Notes (and any Permitted Refinancing thereof), any Subordinated Financing and any Permitted Refinancing Indebtedness.

 “GAAP” means generally accepted accounting principles in the United States of America, as in effect from
time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in
the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. 
 “Governmental Authority” means any nation or
government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government. 
 “Guarantee” means, as to any Person,
without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such
Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to
pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary
other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or
deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the date hereof or entered into in connection with any acquisition or disposition of assets permitted under this Agreement
(other than such obligations with respect to Indebtedness). 

  
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The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

“Guarantor” means each Person that has unconditionally guaranteed all Obligations to the extent set forth in the
definition of “Collateral and Guarantee Requirement” or as required by the terms of any Intercreditor Agreement. 

“Guaranty” means (a) the second lien guaranty made by Holdings and the Subsidiary Guarantors in favor of the
Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit E and (b) each other second lien guaranty and second lien guaranty supplement delivered pursuant to Section 6.11 or otherwise. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances,
wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law. 
 “High Yield Notes” means the Senior Notes, the Senior Subordinated Notes and the New
Senior Notes. 
 “High Yield Notes Documentation” means the High Yield Notes, and all documents executed and
delivered with respect to the High Yield Notes, including the Senior Notes Indenture, the Senior Subordinated Notes Indenture and the New Senior Notes Indenture. 
 “Holdings” has the meaning specified in the introductory paragraph to this Agreement. 
 “Holdings Annual Report” means the Annual Report of Holdings on Form 10-K filed with the SEC for the fiscal year ended December 31, 2012. 

“Immaterial Subsidiary” has the meaning specified in the definition of “Collateral and Guarantee Requirement.”

 “Impairment” has the meaning specified in Section 10.25(a). 

“Incremental Amendment” means an amendment to this Agreement pursuant to which Commitments in respect of Incremental
Loans shall become Commitments under this Agreement. 
 “Incremental Loan Amount” means, at any time, the
excess, if any, of (a) $889,500,000 less, without duplication, the aggregate principal amount of Loans, Existing Second Lien Notes, Permitted Refinancing Indebtedness and Indebtedness incurred pursuant to Sections 7.03(y) and 7.03(z)
outstanding at such time, over (b) the aggregate principal amount of all Incremental Loans incurred prior to such time pursuant to Section 2.14. 

  
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 “Incremental Loans” has the meaning specified in Section 2.14.

 “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following,
whether or not included as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of
such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person; 
 (c) net obligations of such Person under any Swap Contract; 

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than
(i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP); 

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such
Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse; 
 (f) all Attributable Indebtedness; 

(g) all obligations of such Person in respect of Disqualified Equity Interests; and 

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

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and
only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of Holdings and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of
any roll-over or extensions of terms) and made in the ordinary of business consistent with past practice. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.
The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as
determined by such Person in good faith. 

  
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 “Indemnified Liabilities” has the meaning specified in Section 10.05.

 “Indemnitees” has the meaning specified in Section 10.05. 

“Information” has the meaning specified in Section 10.08. 

“Initial Lenders” means, collectively, the Tranche 1 Initial Lender and the Tranche 2 Initial Lenders. 

“Insolvency or Liquidation Proceeding” means: (a) any voluntary or involuntary case or proceeding under any Debtor
Relief Law with respect to any Loan Party, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding or private or
judicial foreclosure with respect to any Loan Party or with respect to all or any material part of its assets (other than any liquidation, dissolution, reorganization, winding up or similar organizational change of any Subsidiary of Holdings not
prohibited by this Agreement), (c) any liquidation, dissolution, reorganization or winding up of any Loan Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (other than any liquidation, dissolution,
reorganization or winding up of any Subsidiary of Holdings not prohibited by this Agreement) or (d) any material assignment for the benefit of creditors or any other marshalling of all or any material part of the assets and liabilities of any
Loan Party. 
 “Intellectual Property Security Agreement” means the Second Lien Intellectual Property Security
Agreement, substantially in the form attached as Exhibit G. 
 “Intercreditor Agreements” means the
Senior Lien Intercreditor Agreements, the Pari Passu Lien Intercreditor Agreements and the Junior Lien Intercreditor Agreements. 
 “Interest Payment Date” means (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Tranche 1 Loan and the Maturity Date; provided that
if any Interest Period for a Eurocurrency Rate Loan exceeds six months, the respective dates that fall every six months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan, the first
Business Day of each April and October and the Maturity Date and (c) as to any Tranche 2 Loan, the first Business Day of each April and October and the Maturity Date. 
 “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate
Loan and ending on the date one, two, three or six months thereafter, or to the extent available to each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, as selected by the Borrower in its Committed
Loan Notice; provided that: 
 (i) any Interest Period that would otherwise end on a day that is not a Business Day shall
be extended to the next succeeding Business Day; 
 (ii) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the first Business Day of the next succeeding calendar month at the end of such Interest Period;


  
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 (iii) no Interest Period shall extend beyond the Maturity Date; and 

(iv) the initial Interest Period elected on the Closing Date for Eurocurrency Rate Loans may be a period beginning on the Closing Date
and ending on the first Business Day of October 2013. 
 “Intermediate Holding Company” means any Subsidiary of
Holdings that, directly or indirectly, owns any of the issued and outstanding Equity Interests of the Borrower. 

“Intermediate Parent” has the meaning specified in the introductory paragraph to this Agreement. 

“Intervening Creditor” has the meaning specified in Section 10.25(a). 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means
of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Subsidiaries, intercompany loans, advances, or Indebtedness
having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of
transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment
shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 
 “Investment Fund” means an Affiliate of Holdings that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise
investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which Holdings does not, directly or indirectly, actually direct or cause the direction of the investment policies of such entity.

 “Investment Transaction” means (a) the contribution of the Second Lien Series A Notes to the Travelport
Guarantor as a capital contribution, (b) the guaranty by the Travelport Guarantor of certain obligations under the PIK Credit Agreement and the pledge of the Second Lien Series A Notes to secure the Travelport Guarantor’s obligations under
such guaranty, and the escrow arrangements related thereto, (c) the consummation of any other transactions incidental to any of the foregoing, and (d) the payment of fees and expenses in connection with any of the foregoing. 

“IP Collateral” means all “Intellectual Property Collateral” referred to in the Collateral Documents and all
of the other IP Rights that are or are required by the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties. 

  
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 “IP Rights” has the meaning specified in Section 5.15. 

“IRS” means the United States Internal Revenue Service. 

“Joinder” means a Joinder Agreement substantially in the form of Exhibit J, or such other form that
is reasonably acceptable to the Borrower and the Administrative Agent. 
 “Judgment Currency” has the meaning
specified in Section 10.19. 
 “Junior Lien” means a Lien on all or a portion of the Collateral (and on no
asset or property that is not Collateral) securing Indebtedness permitted by Section 7.03(z) (and related obligations under the documents evidencing such Indebtedness), which Lien is junior in priority to the Liens securing the Obligations;
provided that such Lien shall be subject to, and the administrative agent, collateral agent, trustee and/or any similar representative (in each case, as determined by the Administrative Agent) acting on behalf of the holders of such
Indebtedness (and related obligations) shall have become party to, a Junior Lien Intercreditor Agreement (and such Junior Lien Intercreditor Agreement shall have been executed by the Loan Parties). 

“Junior Lien Indebtedness” means any Indebtedness secured by a Junior Lien, including any Indebtedness incurred or
outstanding pursuant to Section 7.03(z) (and any Permitted Refinancing thereof) that is secured by a Junior Lien shall be deemed to be Junior Lien Indebtedness. 
 “Junior Lien Intercreditor Agreement” means any intercreditor agreement in form and substance satisfactory to the Administrative Agent providing for any Liens securing any Indebtedness or
other obligations to be junior in priority to the Liens securing the Obligations and setting forth the relative creditor rights; provided that the terms thereof are no less favorable in any material respect to the Secured Parties as the terms
applicable to the “First Priority Secured Parties” as defined in and under the First Lien Intercreditor Agreement in the form attached as Exhibit H, as though the Secured Parties were the “First Priority Secured Parties”
thereunder and the secured parties holding such Indebtedness or other obligations secured by Liens junior in priority to those securing the Obligations were the “Second Priority Secured Parties” thereunder, as amended, restated,
supplemented or otherwise modified from time to time (or replaced in connection with a Permitted Refinancing). 
 “L/C
Obligations” has the meaning assigned to such term in the First Lien Credit Agreement as in effect on the date hereof. 

“Latest Maturity Date” means, at any date of determination, the latest date that is a Maturity Date applicable to any
Loan or Commitment hereunder at such time, determined after giving effect to any extension of the Maturity Dates hereunder. 

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any 

  
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Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“Lender” means the Initial Lenders and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption or an Incremental Amendment, in any such case, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption. 
 “Lending Office” means, as to any Lender, the office or offices of such Lender, described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent. 
 “LIBO Rate” means, with
respect to any Eurocurrency Rate Loan for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest
Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an
authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this
definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such Interest Period to major banks in the London
interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period. 

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

“Loan” means an extension of credit made by a Lender to the Borrower under Article II in the form of a Tranche 1 Loan, a
Tranche 2 Loan or an Incremental Loan, as the context may require. 
 “Loan Documents” means, collectively,
(i) this Agreement, (ii) the Notes, (iii) each Incremental Amendment, (iv) the Guaranty, (v) the Collateral Documents, (vi) the Intercreditor Agreements and (vii) the Fee Letter. 

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

“Management Stockholders” means the members of management of Holdings or any of its Subsidiaries who are investors in
Holdings or any direct or indirect parent thereof. 

  
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 “Master Agreement” has the meaning specified in the definition of
“Swap Contract.” 
 “Material Adverse Effect” means (a) a material adverse effect on the
business, operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their
respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders or the Agents under any Loan Document. 

“Maturity Date” means (a) with respect to the Tranche 1 Loans, January 31, 2016 and (b) with respect to
the Tranche 2 Loans, December 1, 2016. 
 “Maximum Rate” has the meaning specified in Section 10.10.

 “Minimum Amount” means (a) on any date prior to September 30, 2013, $62,500,000, and (b) on
September 30, 2013, and any date thereafter, $37,500,000. 
 “Minimum Cash” means, on any date, the Dollar
Amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(l), Section 7.01(r),
Section 7.01(s), clauses (i) and (ii) of Section 7.01(u), Section 7.01(aa), Section 7.01(bb), Section 7.01(cc) and Section 7.01(dd)) included in the consolidated balance sheet of Holdings, the Borrower and the
Restricted Subsidiaries as of such date, minus the aggregate amount of cash and Cash Equivalents credited to the First Lien Tranche S Collateral Account as of such date. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 
 “Mortgage” means a mortgage document in form and substance satisfactory to the Administrative Agent, it being understood and agreed that a mortgage document in form and substance
substantially similar to the Mortgage (as defined in and delivered pursuant to the First Lien Credit Agreement and as in effect as of the date hereof) is satisfactory to the Administrative Agent. 

“Mortgage Policies” has the meaning specified in Section 6.13(b)(ii). 

“Mortgaged Properties” has the meaning specified in clause (h) of the definition of the term “Collateral and
Guarantee Requirement.” 
 “Multiemployer Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions or, during the preceding five plan years, has made or been obligated to make contributions. 

“Net Cash Proceeds” means: 
 (a) with respect to the Disposition of any asset by Holdings, the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and


  
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Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a
note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings,
the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event
and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents, the First Lien Debt Documents, any Permitted Refinancing Indebtedness, any Junior Lien
Indebtedness and any Pari Passu Lien Indebtedness), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed
or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes
paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserves for adjustment in respect of (x) the sale price of such assets or assets established in accordance with GAAP, including working capital
adjustments, (y) any liabilities associated with such asset or assets and retained by Holdings, the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit
liabilities and liabilities related to environmental matters, and (z) any indemnification obligations associated with such asset or assets or such transaction, it being understood that “Net Cash Proceeds” shall include any cash or
Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by Holdings, the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable
liabilities in cash in a corresponding amount) of any reserve described in clause (D) above or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such
Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash
Proceeds unless such net cash proceeds shall exceed $7,250,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such
fiscal year shall exceed $21,750,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and 

(b) with respect to the incurrence or issuance of any Indebtedness by Holdings, the Borrower or any Restricted
Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other
customary expenses incurred by Holdings, the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance. 

  
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 “New Senior Notes” means, collectively, the
Borrower’s (a) 13 7/8% fixed rate senior notes due 2016 and (b) floating rate senior notes due 2016, in each case issued pursuant to the Exchange Offers. 

“New Senior Notes Indenture” means the Indenture for the New Senior Notes. 

“Non-Cash Charges” has the meaning specified in the definition of the term “Consolidated EBITDA.” 

“Non-Conforming Plan of Reorganization” any Plan of Reorganization the provisions of which are inconsistent with or in
contravention of the provisions hereof, including any plan of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise) or otherwise disregard, in whole or part, the provisions of Sections 2.12, 2.13 and 8.04.

 “Non-Consenting Lender” has the meaning specified in Section 3.07(d). 

“Northwest” means Northwest Airlines, Inc., a Minnesota corporation. 

“Northwest FASA” means the Northwest Founder Airline Services Agreement, dated as of June 30, 2003, between
Northwest and the Borrower. 
 “Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds
of any transaction or event that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to be applied to prepay the First Lien Loans or the Loans, and (b) was not previously applied, or is not
simultaneously being applied, to any Investment, Restricted Payment or prepayment, redemption, purchase, defeasance or other payment in respect of any Subordinated Financing pursuant to Section 7.02(n), 7.06(g)(i), 7.06(i) or 7.14(a).

 “Note” means any promissory note of the Borrower payable to a Lender (or its registered assigns) evidencing
the aggregate Indebtedness of the Borrower to such Lender resulting from extensions of credit made by such Lender hereunder of the same Class, which shall be in substantially the form set forth in (a) with respect to any Tranche 1 Loans,
Exhibit B-1, (b) with respect to any Tranche 2 Loans, Exhibit B-2, or (c) in such other form reasonably satisfactory to the Borrower, the Administrative Agent and the applicable Lender. 

“Notice of Intent to Cure” has the meaning specified in Section 6.02(b). 

“NPL” means the National Priorities List under CERCLA. 

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and
its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding. 

  
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Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan
Documents) include (i) the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries
under any Loan Document and (ii) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan
Party or such Subsidiary. 
 “Orbitz Business” means the Persons whose assets and operations comprise the
former Orbitz Worldwide Business division of Holdings (as such division was comprised on the First Lien Original Closing Date). 

“Orbitz IPO” means the initial public offering of common Equity Interests of Orbitz Worldwide, Inc., completed on
July 25, 2007. 
 “Orbitz TopCo” means Orbitz Worldwide, Inc. or any other Person that owns any and all of
the other Persons comprising the Orbitz Business. 
 “Organization Documents” means (a) with respect to
any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or
articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity. 
 “Other Sponsor” means
another financial sponsor identified to the Administrative Agent that purchased Equity Interests in Holdings on or prior to December 4, 2008. 
 “Other Taxes” has the meaning specified in Section 3.01(b). 

“Pari Passu Lien Indebtedness” means any Indebtedness secured by a Pari Passu Lien. 

“Pari Passu Lien Intercreditor Agreement” means (i) the Intercreditor Agreement, dated as of the Closing Date,
substantially in the form of Exhibit I, among the Collateral Agent, Wells Fargo Bank, National Association, as the collateral agent for the holders of the Existing Second Lien Notes, and the Loan Parties, or (ii) any other intercreditor
agreement in form and substance satisfactory to the Administrative Agent (x) that provides for any Liens securing any Pari Passu Indebtedness or other Indebtedness (such Indebtedness, the “Additional Pari Passu Indebtedness”)
to be pari passu in priority to the Liens securing the Obligations, (y) that sets forth the relative creditor rights in respect of the Collateral among the Secured Parties and the holders of the Additional Pari Passu Indebtedness and
(z) (A) if either no Tranche 1 

  
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Loans are outstanding or the terms and conditions applicable to the Additional Pari Passu Indebtedness with respect to the voting rights of Debt Affiliates are at least as restrictive as those
set forth in this Agreement, that includes provisions relating to the ratable sharing of the proceeds of Collateral, exercise of remedies, releases of Collateral and other intercreditor matters on the basis that the applicable agent(s) or other
representative(s) for the majority in aggregate principal amount of total credit exposure under the Second Priority Credit Agreement and the Additional Pari Passu Indebtedness controls or (B) with respect to any Additional Pari Passu
Indebtedness that does not satisfy the requirements set forth in clause (ii)(z)(A) above that is incurred when any Tranche 1 Loans are outstanding, the terms of which are no less favorable in any material respect to the Tranche 1 Lenders or any
other Secured Parties and substantially the same as those contained in the form attached as Exhibit I, in each case, as amended, restated, supplemented or otherwise modified from time to time (or replaced in connection with a Permitted
Refinancing). 
 “Pari Passu Liens” means, collectively, Liens on all or a portion of the Collateral (and on no
asset or property that is not Collateral) to secure Permitted Refinancing Indebtedness or Indebtedness incurred pursuant to Section 7.03(v) or 7.03(y) (and related obligations under the documents evidencing such Indebtedness), which Liens are
pari passu in priority to the Liens securing the Obligations; provided that such Liens shall be subject to, and the administrative agent, collateral agent, trustee and/or any similar representative (in each case, as determined by the
Administrative Agent) acting on behalf of the holders of such Indebtedness (and related obligations) shall have become party to, a Pari Passu Lien Intercreditor Agreement (and such Pari Passu Lien Intercreditor Agreement shall have been executed by
the Loan Parties). 
 “Participant” has the meaning specified in Section 10.07(e). 

“Participant Register” has the meaning specified in Section 10.07(f). 

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

“Patriot Act” has the meaning specified in Section 4.01(g). 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute,
or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years. 

“Perfection Certificate” means a certificate substantially in the form of Exhibit II to the Security Agreement or in
such other form reasonably satisfactory to the Collateral Agent, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the chief financial officer and the chief legal officer of the Borrower (or
such other officers of the Borrower that are reasonably acceptable to the Collateral Agent). 

  
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 “Permitted Acquisition” has the meaning specified in Section 7.02(i).

 “Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings (and,
after a Qualifying IPO, of the Borrower or an Intermediate Holding Company) to the extent permitted hereunder. 

“Permitted Holders” means each of (i) the Sponsor, (ii) the Management Stockholders, (iii) the Other
Sponsor, (iv) the holders of Existing Second Lien Notes, (v) the holders of Senior Notes, (vi) the holders of 2016 Senior Notes, (vii) the holders of Senior Subordinated Notes and (viii) the holders of loans under the PIK
Credit Agreement immediately prior to the Closing Date; provided that if the Management Stockholders own beneficially or of record more than fifteen percent (15%) of the outstanding voting stock of Holdings in the aggregate, they shall
be treated as Permitted Holders of only fifteen percent (15%) of the issued and outstanding voting shares of Holdings at such time; provided further that if the Other Sponsor owns beneficially or of record more than fifteen percent
(15%) of the issued and outstanding voting shares of Holdings in the aggregate, it shall be treated as a Permitted Holder of only fifteen percent (15%) of the outstanding voting stock of Holdings at such time; provided further that
the holders of loans under the PIK Credit Agreement, the holders of Existing Second Lien Notes, the Tranche 2 Lenders party to this Agreement on or prior to the Closing Date, the holders of Senior Notes, the holders of 2016 Senior Notes and the
holders of Senior Subordinated Notes shall be treated as Permitted Holders solely with respect to issued and outstanding voting shares of Holdings or any of its direct or indirect parents acquired as a result of the exchange or conversion of
outstanding loans under the PIK Credit Agreement, outstanding notes under the Existing Second Lien Indenture (including by the Tranche 2 Lenders party to this Agreement on or prior to the Closing Date), outstanding Senior Notes under the Senior
Notes Indenture, outstanding 2016 Senior Notes under the 2016 Senior Notes Indenture and outstanding Senior Subordinated Notes under the Senior Subordinated Notes Indenture, as the case may be, for or into issued and outstanding voting shares of
Holdings or any of its direct or indirect parents. 
 “Permitted Refinancing” means, with respect to any
Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect
of Indebtedness permitted pursuant to Section 7.03(e) or 7.03(v), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted
pursuant to Section 7.03(e) or 7.03(x), at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted
pursuant to Section 7.03(b), 7.03(u), 7.03(v), 7.03(y) or 7.03(z), (i) to the extent such 

  
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Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is
subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and
conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less
favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative
Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that
the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the
Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is
incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended. 

“Permitted Refinancing Indebtedness” means (a) Indebtedness of the Borrower and any Guarantees thereof by the
Guarantors incurred to refinance the Loans or any Class of Loans; provided that (i) the stated final maturity of such Indebtedness is not earlier than 91 days after the Latest Maturity Date in effect on the date of incurrence thereof
(or, in the case of a particular Class of Loans being refinanced, the applicable Maturity Date of such Class of Loans being refinanced), and such stated final maturity is not subject to any conditions that could result in such stated final maturity
occurring on a date that precedes such 91st day (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Indebtedness upon the occurrence of an event of default, a change in control, an event of
loss or an asset disposition shall not be deemed to constitute a change in the stated final maturity thereof), (ii) such Indebtedness is not required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates,
upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the date that is 91 days
after the Latest Maturity Date in effect on the date of incurrence thereof (or, in the case of a particular Class of Loans being refinanced, the applicable Maturity Date of such Class of Loans being refinanced); provided that, notwithstanding
the foregoing, scheduled amortization payments (however denominated) of such Indebtedness shall be permitted so long as the Weighted Average Life to Maturity of such Indebtedness shall be longer than the remaining Weighted Average Life to Maturity
of the Loans (or applicable Class of Loans being refinanced) outstanding as of the date of incurrence thereof, (iii) such Indebtedness shall not be an obligation (including pursuant to a Guarantee) of any Person other than the Borrower and the
Guarantors, (iv) 100% of the Net Cash Proceeds of such Indebtedness shall be applied, on the date of the incurrence thereof, to repay or prepay all or any portion of the outstanding Loans (or applicable Class of Loans being refinanced),
(v) such Indebtedness shall not be secured by any Lien on any property or assets of Holdings or any Subsidiary, provided that any such Indebtedness 100% of the Net Cash Proceeds of which are applied in accordance with clause
(iv) above may be secured 

  
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by such property and assets of Holdings and the Loan Parties as secure the Obligations so long as such Lien is pari passu with or junior to the Liens securing the Obligations and the holders of
such Indebtedness are bound by the terms of a Pari Passu Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, (vi) both immediately prior and after giving effect thereto, no Default exists or would result
therefrom, (vii) the terms and conditions (including, if applicable, as to collateral but excluding as to interest rate and redemption premium) of any such Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or
the Lenders (other than any Class of Lenders that is being refinanced in full) than the terms and conditions set forth herein and in the other Loan Documents; provided that a certificate of a Responsible Officer delivered to the
Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto,
stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent
notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (viii) if the initial yield on such Indebtedness (as determined
by the Administrative Agent) exceeds the yield in effect for the Loans (or applicable Class of Loans being refinanced or in the case of a refinancing of the Tranche 2 Loans, the Tranche 1 Loans) as determined by the Administrative Agent (the amount
of such excess being referred to herein as the “Yield Differential”), then the interest rate then in effect for the Loans (or applicable Class of Loans being refinanced or in the case of a refinancing of the Tranche 2 Loans, the
Tranche 1 Loans) shall automatically be increased by the Yield Differential, effective upon the incurrence of such Indebtedness, and (b) any Permitted Refinancing in respect of the Indebtedness referred to in clause (a) above. 

“Permitted Refinancing Indebtedness Documentation” means any documentation governing any Permitted Refinancing
Indebtedness. 
 “Person” means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity. 
 “PIK Credit Agreement”
means the Amended and Restated Credit Agreement dated as of October 3, 2011, among Travelport Holdings, Wells Fargo Bank, National Association, as administrative agent, each lender from time to time party thereto and the other agents and
arrangers named therein. 
 “PIK Interest” has the meaning specified in Section 2.08(b). 

“PIK Payment” has the meaning specified in Section 2.08(b). 

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

  
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 “Plan of Reorganization” means any plan of reorganization, plan of
liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding. 
 “Platform” has the meaning specified in Section 10.02(a). 

“Post-Acquisition Period” means, with respect to the acquisition of an Acquired Entity or Business, the period beginning
on the date such acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such acquisition is consummated. 

“Prime Rate” means the rate of interest per annum determined from time to time by Credit Suisse AG as its prime rate in
effect at its principal office in New York City and notified to the Borrower. The prime rate is a rate set by Credit Suisse AG based upon various factors, including Credit Suisse AG’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 rate. 

“Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any
Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the
case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional
costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of Holdings, the Borrower and the Restricted Subsidiaries; provided
that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be
assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional
costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without
duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period. 
 “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to
the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of
measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all
Equity Interests in any Subsidiary of Holdings or any division, product line, or facility used for operations of Holdings or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted


  
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Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or
assumed by Holdings, the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition
determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause
(A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating
expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on Holdings, the Borrower and the Restricted Subsidiaries and (z) factually supportable or
(ii) otherwise consistent with the definition of Pro Forma Adjustment. 
 “Pro Rata Share” means, with
respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the aggregate principal amount of the Commitments and Loans outstanding of such Lender of the applicable
Class or Classes at such time and the denominator of which is the aggregate principal amount of the Commitments and Loans of all Lenders outstanding of the applicable Class or Classes at such time; provided that if all Loans have been repaid,
then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such repayment; provided further that the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share
of such Lender after giving effect to any subsequent assignments made pursuant to the terms hereof. 
 “Public
Lender” has the meaning specified in Section 10.02(a). 
 “Qualified Equity Interests” means any
Equity Interests that are not Disqualified Equity Interests. 
 “Qualifying IPO” means the issuance by
Holdings, any direct or indirect parent of Holdings, any Intermediate Holding Company or the Borrower of its common Equity Interests in an underwritten primary public offering (other than an offering solely in respect of an employee stock purchase
program) in the United States, Canada, Switzerland or any member nation of the European Union. 
 “Register”
has the meaning specified in Section 10.07(d). 
 “Rejection Notice” has the meaning specified in
Section 2.05(b)(vi). 
 “Reportable Event” means any of the events set forth in Section 4043(c) of
ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived. 

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

  
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 “Responsible Officer” means the chief executive officer, president, vice
president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party. 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 Interest of Holdings, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings or the Borrower’s stockholders, partners or members (or the equivalent Persons thereof). 

“Restricted Subsidiary” means any Subsidiary of Holdings (including any Intermediate Holding Company) other than an
Unrestricted Subsidiary and other than the Borrower. 
 “Restructuring Transaction” means, collectively,
(a) the Exchange Offers, (b) the Consent Solicitations, (c) the repayment of all obligations outstanding under the 1.5 Lien Credit Agreement, (d) the Investment Transaction, (e) the consummation of any other transactions
incidental to any of the foregoing and as disclosed to the Administrative Agent and the Lenders prior to the Closing Date, (f) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party on the
Closing Date, (g) the incurrence by the Borrower of the Loans made on the Closing Date and the use of proceeds thereof in accordance with the terms of this Agreement and (h) the payment of fees and expenses in connection with any such
other transaction or any of the foregoing. 
 “S&P” means Standard & Poor’s Ratings Services,
a division of The McGraw-Hill Companies, Inc., and any successor thereto. 
 “Same Day Funds” means immediately
available funds. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions. 
 “Second Lien Series A Notes” means the “Series A
Notes” as defined in the Existing Second Lien Indenture. 
 “Secured Parties” means, collectively, the
Administrative Agent, the Collateral Agent, the Lenders, the Supplemental Administrative Agent, each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent from time to time pursuant to Section 9.01(c) and, other
than for purposes of the Intercreditor Agreements, the Indemnitees. 
 “Securities Account” has the meaning
specified in the Security Agreement. 

  
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 “Security Agreement” means, collectively, the Second Lien Security
Agreement executed by the Loan Parties, substantially in the form of Exhibit F, together with each Security Agreement Supplement executed and delivered pursuant to Section 6.11 or otherwise. 

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

“Senior Lien Indebtedness” means any Indebtedness secured by Senior Liens. 

“Senior Lien Intercreditor Agreement” means (a) the Intercreditor Agreement dated as of the date hereof, among the
Administrative Agent, the Collateral Agent, UBS AG, Stamford Branch, as the First Priority Administrative Agent, UBS AG, Stamford Branch, as the First Priority Collateral Agent, the Borrower and the other Loan Parties, which shall be substantially
in the form of Exhibit H, or (b) any other intercreditor agreement in form and substance satisfactory to the Administrative Agent providing for any Liens securing any Senior Lien Indebtedness to be senior in priority to the Liens
securing the Obligations and setting forth the relative creditor rights, provided that the terms thereof are no less favorable in any material respect to the Secured Parties than those contained in Exhibit H, in each case, as amended,
restated, supplemented or otherwise modified from time to time. 
 “Senior Liens” means Liens on all or a
portion of the Collateral to secure Indebtedness incurred pursuant to Section 7.03(x) (and related obligations under the documents evidencing such Indebtedness), which Liens are senior in priority to the Liens securing the Obligations;
provided that such Liens shall be subject to, and the administrative agent, collateral agent, trustee and/or any similar representative (in each case, as determined by the Administrative Agent) acting on behalf of the holders of such
Indebtedness (and related obligations) shall have become party to, a Senior Lien Intercreditor Agreement (and such Senior Lien Intercreditor Agreement shall have been executed by the Loan Parties). 

“Senior Notes” means, collectively, (a) $450,000,000 in aggregate principal amount of the
Borrower’s 9 7/8% senior dollar fixed rate notes due 2014, (b) $150,000,000 in aggregate principal amount of the Borrower’s dollar floating rate senior unsecured notes due 2014 and (c) €235,000,000 in
aggregate principal amount of the Borrower’s euro floating rate senior unsecured notes due 2014. 
 “Senior
Notes Exchange Offers” means, collectively, (a) the exchange of Senior Notes for New Senior Notes and (b) the exchange of 2016 Senior Notes for New Senior Notes. 

“Senior Notes Indenture” means the Indenture for the Senior Notes, dated as of August 23, 2006. 

“Senior Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Senior
Secured Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 

“Senior Subordinated Notes” means, collectively, (a) $300,000,000 in aggregate principal
amount of the Borrower’s
11 7/8% dollar senior subordinated notes due 2016 and (b) €160,000,000 in aggregate principal amount of the Borrower’s 10 7/8% senior subordinated euro fixed rate notes due 2016. 

  
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 “Senior Subordinated Notes Indenture” means the Indenture for the Senior
Subordinated Notes, dated as of August 23, 2006. 
 “Sold Entity or Business” has the meaning specified in
the definition of the term “Consolidated EBITDA.” 
 “Solicitation Agent” means Credit Suisse
Securities (USA) LLC, in its capacity as solicitation agent for the Consent Solicitations. 
 “Solvent” and
“Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of
such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not
about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts
and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 
 “Specified Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment or Subsidiary designation that by the terms of this Agreement
requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis.” 
 “Sponsor” means The Blackstone Group and its Affiliates, but not including, however, any of its portfolio companies. 

“Sponsor Management Agreement” means the management agreement between certain of the management companies associated
with the Sponsor and the Borrower. 
 “Sponsor Termination Fees” means the one time payment under the Sponsor
Management Agreement of a termination fee to the Sponsor and its Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO. 
 “Statutory Reserves” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the FRB and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including
any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the FRB). Eurocurrency Rate Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in
Regulation D of the FRB) and to be subject 

  
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to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves
shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Subordinated Financing” has the meaning specified in Section 7.14(a). 

“Subordinated Financing Documentation” means any documentation governing any Subordinated Financing. 

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

“Subsidiary Guarantor” means, collectively, the Subsidiaries of Holdings that are Guarantors. 

“Successor Borrower” has the meaning specified in Section 7.04(d). 

“Supplemental Administrative Agent” has the meaning specified in Section 9.13. 

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

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of
any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s),
and (b) for any date prior to the date referenced in clause (a), the amount(s) determined 

  
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as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap
Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Taxes” has the meaning specified in
Section 3.01(a). 
 “TDS Intermediate Parent” has the meaning specified in the introductory paragraph to
this Agreement. 
 “Test Period” in effect at any time shall mean the most recent period of four consecutive
fiscal quarters of Holdings ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to
Section 6.01(a) or (b); provided that, prior to the first date that financial statements have been or are required to be delivered pursuant to Section 6.01(a) or (b), the Test Period in effect shall be the period of four consecutive
fiscal quarters of Holdings ended December 31, 2012. A Test Period may be designated by reference to the last day thereof (i.e., the “March 31, 2013 Test Period” refers to the period of four consecutive fiscal quarters of Holdings
ended March 31, 2013), and a Test Period shall be deemed to end on the last day thereof. 
 “Threshold
Amount” means $36,250,000. 
 “Total Assets” means the total assets of the Borrower, Holdings and
Holdings’ Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of Holdings delivered pursuant to Section 6.01(a) or (b) or, for the period prior to the time any such statements are so delivered
pursuant to Section 6.01(a) or (b), the Unaudited Financial Statements. 
 “Total Leverage Ratio” means,
with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. 
 “Total Outstandings” means, with respect to the Loans, on any date, the principal amount outstanding thereof after giving effect to any borrowings and prepayments or repayments of the
Loans occurring on such date. 
 “Tranche 1 Backstop Parties” means “Backstop Parties” as such term
is defined in the Tranche 1 Commitment Letter. 
 “Tranche 1 Backstop Material Adverse Effect” means
“Material Adverse Effect” as such term is defined in the Tranche 1 Commitment Letter as in effect on the date hereof. 

“Tranche 1 Commitment” means, with respect to the Tranche 1 Initial Lender, the commitment of the Tranche 1 Initial
Lender to make Tranche 1 Loans hereunder in a maximum principal amount not to exceed the amount set forth for the Tranche 1 Initial Lender on Schedule 2.01A. 

  
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 “Tranche 1 Commitment Letter” means that certain backstop commitment letter
dated as of the date hereof between Credit Suisse AG and the Tranche 1 Backstop Parties. 
 “Tranche 1 Defaulting
Backstop Participant” has the meaning specified in the Fee Letter. 
 “Tranche 1 Escrow Agreement”
means the Escrow Agreement, dated as of the date hereof, by and between the Tranche 1 Initial Lender and Wells Fargo Bank, National Association, in its capacity as escrow agent. 

“Tranche 1 Initial Lender” means Credit Suisse AG. 

“Tranche 1 Lender” means, at any time, any Lender that has a Tranche 1 Commitment or Tranche 1 Loan at such time.

 “Tranche 1 Loans” has the meaning specified in Section 2.01(a)(i). 

“Tranche 1 Required Lenders” means, as of any date of determination, Tranche 1 Lenders having more than 50% of the
Tranche 1 Total Outstandings; provided that the portion of Total Outstandings held or deemed held by any Debt Affiliate shall be excluded for purposes of making a determination of Required Lenders. 

“Tranche 1 Total Outstandings” means, with respect to the Tranche 1 Loans, on any date, the principal amount outstanding
thereof after giving effect to any borrowings and prepayments or repayments of the Tranche 1 Loans occurring on such date. 

“Tranche 2 Commitment” means, with respect to each Tranche 2 Initial Lender, the commitment of such Tranche 2 Initial
Lender to make Tranche 2 Loans hereunder by delivering Existing Second Lien Notes in exchange for Tranche 2 Loans in a maximum principal amount equal to the amount set forth for such Tranche 2 Initial Lender on Schedule 2.01B, which schedule
shall be provided by the Borrower to the Administrative Agent on or prior to the Closing Date. 
 “Tranche 2 Initial
Lenders” means each Person specified on Schedule 2.01B that (a) becomes party hereto by executing and delivering a signature page, addendum or other joinder agreement pursuant to Section 10.24 and (b) makes a Tranche 2
Loan pursuant to Section 2.01(b). 
 “Tranche 2 Lender” means, at any time, any Lender that has a Tranche
2 Loan at such time. 
 “Tranche 2 Loans” has the meaning specified in Section 2.01(b)(i). 

“Tranche 2 Required Lenders” means, as of any date of determination, Tranche 2 Lenders having more than 50% of the
Tranche 2 Total Outstandings; provided that the portion of Tranche 2 Total Outstandings held or deemed held by Holdings or any Affiliate thereof (other than an Investment Fund) shall be excluded for purposes of making a determination of
Tranche 2 Required Lenders. 

  
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 “Tranche 2 Total Outstandings” means, with respect to the Tranche 2 Loans,
on any date, the principal amount outstanding thereof after giving effect to any borrowings and prepayments or repayments of the Tranche 2 Loans occurring on such date. 
 “Travelport Guarantor” means Travelport Guarantor LLC, a Delaware limited liability company, which is a direct wholly owned Subsidiary of Holdings. 

“Travelport Holdings” means Travelport Holdings Limited, a Bermuda exempted company. 

“Treasury Rate” means, as of the date of any prepayment with respect to which Applicable Premium Amount shall be
calculated, the yield to maturity as of such date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at
least two Business Days prior to such date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date to August 23, 2014; provided,
however, that, if the period from such date to August 23, 2014, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

“Type” means, with respect to a Tranche 1 Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

 “Unaudited Financial Statements” means the unaudited consolidated balance sheet and related statements of
income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the fiscal quarter ended September 30, 2012, which financial statements shall be prepared in accordance with GAAP. 

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code, as the same may from time to time
be in effect in the State of New York, or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 

“United EBITDA” means (i) for the fiscal quarter ending June 30, 2012, $45,000,000, (ii) for the fiscal
quarter ending September 30, 2012, $30,000,000, (iii) for the fiscal quarter ending December 31, 2012, $15,000,000 and (iv) for any subsequent fiscal quarter, $0. 

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

“Unrestricted Subsidiary” means each Subsidiary of Holdings listed on Schedule 1.01B, other than any such
Subsidiary that has been redesignated as a Restricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date. 

“U.S. Lender” has the meaning specified in Section 10.15(b). 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: (a) the sum of the products obtained by 

  
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multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof,
by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness. 

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding
Equity Interests of which (other than (a) directors’ qualifying shares and (b) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of
such Person. 
 “Worldspan Closing Date” means “Worldspan Closing Date” as defined in the First Lien
Credit Agreement as in effect on the date hereof. 
 “Worldspan Transactions” means “Worldspan
Transactions” as defined in the First Lien Credit Agreement as in effect on the date hereof. 

“Worldwide” means the indirect parent company of the Borrower, Travelport Worldwide Limited, a Bermuda exempted company.

 “Yield Differential” has the meaning specified in the definition of “Permitted Refinancing
Indebtedness.” 
 SECTION 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document: 
 (a) The meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms. 
 (b) (i) The words
“herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

 (iii) The term “including” is by way of example and not limitation. 

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices,
reports, financial statements and other writings, however evidenced, whether in physical or electronic form. 

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means
“from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.” 

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not
affect the interpretation of this Agreement or any other Loan Document. 

  
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 SECTION 1.03. Accounting Terms. 

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein. 
 (b) Notwithstanding anything to the
contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and the Senior Secured Leverage Ratio
shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. 
 SECTION 1.04.
Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest
number). 
 SECTION 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein,
(a) references to Organization Documents, agreements (including the Loan Documents and any term as defined within a particular agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by the Loan Documents; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 

SECTION 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable). 
 SECTION 1.07. Timing of Payment or Performance. When the payment of any
obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period or as
otherwise expressly provided herein) or performance shall extend to the immediately succeeding Business Day. 
 SECTION 1.08.
Currency Equivalents Generally. 
 (a) Any amount specified in this Agreement (other than in Articles II,
IX and X or as set forth in Section 1.08(b)) or any of the other Loan Documents to be in 

  
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Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency
Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be
agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later). Notwithstanding the foregoing, for purposes of
determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange
occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining
whether any Indebtedness or Investment may be incurred at any time under such Sections. 
 (b) For purposes of
determining compliance under Sections 7.02, 7.05 and 7.06, 7.10, 7.11 and 7.12, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve-month period
immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period and, in the case of Sections 7.11 and 7.12, after taking into account any net obligations
under any Swap Contract relating to Indebtedness denominated in any currency other than Dollars. 
 ARTICLE II 

THE LOANS 
 SECTION 2.01. The Loans. 
 (a) Tranche 1 Loans.

 (i) Making of Tranche 1 Loans. Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, the Tranche 1 Initial Lender agrees to make, on a Business Day specified by the Borrower that (i) is at least one Business Day after such Business Day is specified by the Borrower, (ii) is a
Business Day on which all conditions set forth in Article IV have been satisfied (or waived in accordance with Section 10.02) and (iii) is no more than 45 days (or, upon a written notice to the Tranche 1 Initial Lender on or prior to the
date that is 45 days after the date hereof, 57 days) after the date hereof, a tranche 1 loan (the “Tranche 1 Loans”) to the Borrower in a principal amount equal to the Tranche 1 Initial Lender’s Tranche 1 Commitment, or such
lesser amount specified by the Borrower by written or telephonic notice to the 

  
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Tranche 1 Initial Lender on or before the Closing Date; provided that the principal amount of the Tranche 1 Loans funded to the Borrower pursuant to this Section 2.01(a)(i) shall be
equal to 99.0% of the aggregate principal amount of such Tranche 1 Loans. Amounts borrowed pursuant to this Section 2.01(a)(i) that are repaid or prepaid may not be reborrowed. The Tranche 1 Initial Lender’s Tranche 1 Commitment shall
terminate immediately on the Closing Date upon the initial funding of Tranche 1 Loans. Tranche 1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. 

(ii) Borrowing Mechanics for Tranche 1 Loans. The Tranche 1 Initial Lender shall make the principal amount of its
Tranche 1 Loans required to be made by it hereunder on the Closing Date available to the Borrower not later than 12:00 noon (New York City time) or such other time as may be agreed to between the Borrower and the Tranche 1 Initial Lender on the
Closing Date by wire transfer of Same Day Funds in Dollars to the account of the Borrower most recently designated by it for such purpose by notice to the Tranche 1 Initial Lender. 

(b) Tranche 2 Loans. 
 (i) Making of Tranche 2 Loans. On the Closing Date, upon satisfaction or waiver of the applicable conditions precedent set forth in Section 4.01, each Tranche 2 Initial Lender severally agrees
to make, on the same Business Day on which the Tranche 1 Loans are made, a tranche 2 loan (collectively, the “Tranche 2 Loans”) by delivering Existing Second Lien Notes in exchange for Tranche 2 Loans to the Borrower in an aggregate
principal amount set forth opposite its name on Schedule 2.01B hereto. 
 (ii) Borrowing Mechanics for
Tranche 2 Loans. Each Tranche 2 Initial Lender shall make its Tranche 2 Loans required to be made by it hereunder on the Closing Date by delivering and exchanging Existing Second Lien Notes (through the Automated Tender Offer Program of The
Depository Trust Company) held by it in an amount set forth opposite its name on Schedule 2.01B hereto. Each Tranche 2 Lender that has satisfied the actions described in the preceding sentence shall be deemed to have made on the Closing Date,
and shall have made, a Tranche 2 Loan in an aggregate principal amount set forth opposite its name on Schedule 2.01B. Each Tranche 2 Lender shall execute a Joinder to this Agreement on or prior to the Closing Date. 

SECTION 2.02. Borrowings, Conversions and Continuations of Loans. 

(a) Each Borrowing, each conversion of Tranche 1 Loans from one Type to the other, and each continuation of Eurocurrency
Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Except with respect to the initial funding of Loans on the Closing Date, each such notice must be received by the
Administrative Agent not later than 12:00 p.m. (New York City time) (i) three (3) Business Days prior to the requested date of any Borrowing 

  
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or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans and (ii) one (1) Business Day before the requested date of any Borrowing of or
conversion to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by
a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to
Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) with respect to Tranche 1 Loans, whether the Borrower
is requesting a Borrowing of Eurocurrency Rate Loans or Base Rate Loans, a conversion of Tranche 1 Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the principal amount and Class of Loans to be borrowed, converted or continued, (iv) with respect to Tranche 1 Loans, the Type of Tranche 1 Loans to be borrowed or to
which existing Tranche 1 Loans are to be converted and (v) with respect to Tranche 1 Loans, if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Tranche 1 Loan in a Committed Loan
Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Tranche 1 Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to
specify an Interest Period, it will be deemed to have specified an Interest Period of six (6) months. 
 (b)
[Reserved]. 
 (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted
only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the
Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans. 
 (d)
The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Adjusted LIBO Rate by
the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in determining
the Base Rate promptly following the announcement of such change. 

  
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 (e) After giving effect to all Borrowings, all conversions of Tranche 1
Loans from one Type to the other, and all continuations of Tranche 1 Loans of the same Type, there shall not be more than eight (8) Interest Periods in effect for Tranche 1 Loans. 

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

 (g) [Reserved]. 
 SECTION 2.03. [Reserved]. 
 SECTION 2.04. [Reserved]. 

SECTION 2.05. Prepayments. 
 (a) Optional. 
 (i) So long as all amounts outstanding
under the First Lien Credit Agreement have been paid in full in Same Day Funds and there are no commitments or letters of credit outstanding under the First Lien Credit Agreement (unless fully cash collateralized), the Borrower may, upon notice to
the Administrative Agent, at any time voluntarily prepay Loans (or, in connection with the incurrence of Permitted Refinancing Indebtedness of any Class or Classes, such Class or Classes of Loans), in whole or in part, without premium or penalty,
except as required under Section 2.05(e); provided that (A) such notice must be received by the Administrative Agent not later than 12:00 p.m. (New York City time) (1) three (3) Business Days prior to any date of
prepayment of Eurocurrency Rate Loans and (2) on the date of prepayment of Base Rate Loans or Tranche 2 Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in
excess thereof; (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (D) any prepayment of Tranche 2 Loans shall be in a principal amount of $1,000,000 or
a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall (x) specify the date and amount of such prepayment and, with respect to Tranche 1 Loans, the
Type(s) of Tranche 1 Loans to be prepaid and (y) if such prepayment is in connection with the incurrence of Permitted Refinancing Indebtedness, the applicable Class or Classes of Loans to be prepaid. Each such notice shall be irrevocable,
except as permitted under Section 2.05(a)(ii). The Administrative Agent will promptly notify each Lender (or each Lender of the applicable Class) of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such
prepayment. If such notice is given by the Borrower, subject to Section 2.05(a)(ii), the Borrower shall make such prepayment and the payment 

  
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amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional
amounts required by Section 2.05(e) or Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Lenders in accordance with their respective Pro Rata Shares (or the applicable Class of Lenders in
accordance with their respective Pro Rata Shares for such Class). 
 (ii) Notwithstanding anything to the
contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such prepayment would have resulted from
a refinancing of all or any Class of the Loans, which refinancing shall not be consummated or shall otherwise be delayed. 
 (b) Mandatory. The provisions of this Section 2.05(b) shall be subject to Sections 2.05(d) and 2.05(e) below. 

(i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a)
and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of the Loans then outstanding equal to (A) 100% of Excess Cash Flow, if any, for
the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2013) minus (B) the sum of (i) all voluntary prepayments of Senior Lien Indebtedness during such fiscal year
(provided that voluntary prepayments of revolving loans shall be excluded unless the commitments in respect of such revolving loans are voluntarily permanently reduced by the amount of such payments) and (ii) all voluntary prepayments of
Loans or any Pari Passu Lien Indebtedness during such fiscal year, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness (such amount,
“Adjusted Excess Cash Flow”); provided that the Borrower may use a portion of such Adjusted Excess Cash Flow to repurchase, redeem or prepay or offer to repurchase, redeem or prepay Pari Passu Lien Indebtedness, in each case
to the extent the definitive documentation in respect of any applicable Pari Passu Lien Indebtedness requires the Borrower to repurchase, redeem or prepay or make an offer to repurchase, redeem or prepay such Pari Passu Lien Indebtedness with such
Adjusted Excess Cash Flow, in each case in an amount not to exceed the product of (1) the amount of such Adjusted Excess Cash Flow and (2) a fraction, the numerator of which is the outstanding principal amount of Pari Passu Lien
Indebtedness with respect to which such a requirement to repurchase, redeem or prepay or make an offer to repurchase, redeem or prepay exists and the denominator of which is the sum of the outstanding principal amount of such Pari Passu Lien
Indebtedness and the outstanding principal amount of Loans; provided further that if any offer to repurchase, redeem or prepay any Pari Passu Lien Indebtedness is made pursuant to the preceding proviso and the aggregate amount of Adjusted
Excess Cash Flow 

  
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that has been offered to be applied to repurchase, redeem or prepay such Pari Passu Lien Indebtedness shall exceed the aggregate principal amount of such Adjusted Excess Cash Flow with respect to
which such offer has been accepted, then within five (5) Business Days after the expiration of such offer the Borrower shall cause to be prepaid an aggregate principal amount of the Loans then outstanding equal to the amount of such excess.
Notwithstanding anything to the contrary herein, if the Minimum Cash as of the end of such fiscal year after giving Pro Forma Effect to such prepayment of Loans would be less than the Minimum Amount on such date, the amount of prepayments required
pursuant to this Section 2.05(b)(i) shall be reduced such that after giving Pro Forma Effect to such prepayment of Loans, the Minimum Cash as of the end of such fiscal year would be equal to the Minimum Amount on such date (except for any
difference in a de minimis amount to the extent necessary because of minimum repayment or repurchase amounts or similar requirements). 
 (ii) (A) If (x) Holdings, the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b),
(c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g) or (h)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the
Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate
principal amount of the Loans then outstanding equal to 100% of all Net Cash Proceeds realized or received; provided that, no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such
Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of
Default has occurred and is then continuing); provided further that, except with respect to any Net Cash Proceeds with respect to which the Borrower shall have given any such reinvestment notice, the Borrower may use a portion of such Net
Cash Proceeds to repurchase, redeem or prepay or offer to repurchase, redeem or prepay Pari Passu Lien Indebtedness, in each case to the extent the definitive documentation in respect of any applicable Pari Passu Lien Indebtedness requires the
Borrower to repurchase, redeem or prepay or make an offer to repurchase, redeem or prepay such Pari Passu Lien Indebtedness with such Net Cash Proceeds, in each case in an amount not to exceed the product of (1) the amount of such Net Cash
Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of the Pari Passu Lien Indebtedness with respect to which such a requirement to repurchase, redeem or prepay or make an offer to repurchase, redeem or
prepay exists and the denominator of which is the sum of the outstanding principal amount of such Pari Passu Lien Indebtedness and the outstanding principal amount of Loans; provided further that if any offer to repurchase, redeem or prepay
any Pari Passu Lien Indebtedness is made pursuant to the immediately preceding proviso and the aggregate amount of Net Cash Proceeds that has been offered to be applied to 

  
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repurchase, redeem or prepay such Pari Passu Lien Indebtedness shall exceed the aggregate principal amount of such Net Cash Proceeds with respect to which such offer has been accepted, then
within five (5) Business Days after the expiration of such offer the Borrower shall cause to be prepaid an aggregate principal amount of the Loans then outstanding equal to the amount of such excess. 

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any
Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for the business of
Holdings and/or its Subsidiaries within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen
(15) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the
Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (ii) if any Net Cash Proceeds are no longer
intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines
that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 2.05(b). 
 (iii) If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to
be prepaid an aggregate principal amount of the Loans then outstanding equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds. 

(iv) [Reserved]. 
 (v) Each prepayment of Loans pursuant to this Section 2.05(b) shall be allocated among the Classes of Loans on a ratable basis and each prepayment shall be paid to the Lenders of any Class in
accordance with their respective Pro Rata Shares subject to clause (vi) of this Section 2.05(b). In connection with any mandatory prepayments by the Borrower of the Loans pursuant to this Section 2.05(b), such prepayments shall be
applied within each Class on a pro rata basis to the then outstanding Loans being prepaid irrespective of in the case of Trance 1 Loans whether such outstanding Loans are Base Rate Loans or Eurocurrency Rate Loans; provided that, in
the case of Tranche 1 Loans, if no Tranche 1 Lenders exercise the right to waive a given mandatory prepayment of the Tranche 1 Loans pursuant to Section 2.05(b)(vi), then, with respect to such mandatory prepayment, the amount of such mandatory
prepayment shall be applied first to Tranche 1 Loans that are Base Rate Loans to the full extent thereof before application to Tranche 1 Loans that are Eurocurrency Rate Loans in a manner that minimizes the amount of any payments required to be made
by the Borrower pursuant to Section 3.05. 
 (vi) The Borrower shall notify the Administrative Agent in
writing of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify
the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s
Pro Rata Share of the prepayment. Each Lender may reject all (but not less than all) of its Pro Rata Share of any mandatory prepayment of Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b) by
providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 2:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the
Administrative Agent regarding such prepayment; provided that all (but not less than all) Rejection Notices may be rejected by the Borrower by 4:00 p.m. (New York time) on the day of its receipt and shall, upon written notice by the Borrower
to the Administrative Agent, become ineffective. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be
rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Loans. In the event a Lender rejects its Pro Rata Share of any mandatory prepayment of Loans required pursuant to clauses (i) through
(iii) of this Section 2.05(b), the rejected portion of such Lender’s Pro Rata Share of such prepayment shall be retained by the Borrower. 

  
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 (c) Interest, Funding Losses, Etc. All prepayments under this
Section 2.05 shall be accompanied by all accrued interest thereon and any premium payable under Section 2.05(e), together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest
Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. 

(d) Repayment of First Lien Credit Agreement. Notwithstanding the foregoing provisions of this Section 2.05,
no prepayment of the Loans shall be made pursuant to this Section 2.05 until all amounts outstanding under the First Lien Credit Agreement and the other First Lien Debt Documents have been paid in full in Same Day Funds and there are no
commitments or letters of credit outstanding under the First Lien Credit Agreement (unless fully cash collateralized or supported by backstop letters of credit). 

(e) Applicable Premium Amount. In the event that for any reason the Borrower makes any optional or mandatory
prepayment of Loans, such prepayment shall be accompanied by the payment by the Borrower to the Administrative Agent, for the ratable account of each of the applicable Lenders of the same Class, of the Applicable Premium Amount (if any) applicable
to each Class of Loans so prepaid. 

  
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 SECTION 2.06. [Reserved]. 

SECTION 2.07. Repayment of Loans. 
 (a) Tranche 1 Loans. The Borrower shall repay to the Administrative Agent, for the ratable account of the Tranche 1 Lenders, on the Maturity Date for the Tranche 1 Loans, the aggregate principal
amount of all Tranche 1 Loans outstanding on such date. Such repayment shall be accompanied by the payment of a repayment fee in the amount of 2.00% of the aggregate principal amount of the Tranche 1 Loans repaid or otherwise outstanding on such
date. 
 (b) Tranche 2 Loans. The Borrower shall repay to the Administrative Agent, for the ratable
account of the Tranche 2 Lenders, on the Maturity Date for the Tranche 2 Loans, the aggregate principal amount of all Tranche 2 Loans outstanding on such date. 
 SECTION 2.08. Interest. 
 (a) Tranche 1 Loans.
Subject to the provisions of Section 2.08(c), (i) each Tranche 1 Loan that is a Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the
Eurocurrency Rate for such Interest Period plus the Applicable Rate; and (ii) each Tranche 1 Loan that is a Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing or conversion date at a
rate per annum equal to the Base Rate plus the Applicable Rate. Interest on each Tranche 1 Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. 

(b) Tranche 2 Loans. Subject to the provisions of Section 2.08(c), each Tranche 2 Loan shall bear interest on
the outstanding principal amount thereof from the Closing Date at a rate of 8.375% per annum, payable quarterly in arrears. Interest on the Tranche 2 Loans shall be payable in cash on each Interest Payment Date applicable thereto at a rate of
4.00% per annum, and the remaining accrued interest shall automatically, without further action by any Person, be capitalized in the form of increasing the outstanding principal amount of the Tranche 2 Loans (“PIK Interest”) on
each Interest Payment Date applicable thereto (such increase, a “PIK Payment”). Following an increase in the principal amount of the outstanding Tranche 2 Loans as a result of a PIK Payment, the Tranche 2 Loans will bear interest on
such increased principal amount from and after the date of such PIK Payment. 
 (c) Default Interest. The
Borrower shall pay interest on (i) past due amounts hereunder or (ii) any amounts owed or owing or accruing after an Event of Default occurs under Section 8.01(f), in each case, at an interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. 

  
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 (d) General. Interest hereunder shall be due and payable in
accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 
 (e) Currency. Interest on each Loan (other than any PIK Interest) shall be payable in Dollars. 
 SECTION 2.09. Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned
when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent). 
 SECTION 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred and sixty-five/three hundred and sixty-six
(365/366) days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

SECTION 2.11. Evidence of Indebtedness. 
 (a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative
Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as a non-fiduciary agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each
Lender shall be prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent
in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such
Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Class, Type
(if applicable), amount and maturity of its Loans and payments with respect thereto. 
 (b) Entries made in good
faith by the Administrative Agent in the Register pursuant to Sections 2.11(a), and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and


  
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interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this
Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents. 
 SECTION
2.12. Payments Generally. 
 (a) All payments to be made by the Borrower shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. All such payments shall be made to such account as may be specified by the Administrative Agent, except that payments pursuant to Sections 10.04 and 10.05 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 will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) may, in the sole discretion of the Administrative Agent,
be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. 
 (b) Except as otherwise provided herein, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar
month, such payment shall be made on the immediately preceding Business Day. 
 (c) Unless the Borrower or any
Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative
Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the
extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: 
 (i) if the
Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of
each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Federal Funds Rate from time to time in effect; and

 (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the
Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the
Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest
thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay
such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for
the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to make Loans pursuant to Section 2.01 or to prejudice
any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. 

  
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 A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under
this Section 2.12(c) shall be conclusive, absent manifest error. 
 (d) Nothing herein shall be deemed to
obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

(e) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is
insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and
applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents
under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with
such Lender’s Pro Rata Share of the Total Outstandings. 
 SECTION 2.13. Sharing of Payments. If, other than as
expressly provided elsewhere herein (including, without limitation with respect to voluntary prepayments pursuant to Section 2.05(a) in connection with the incurrence of Permitted Refinancing Indebtedness of any Class or Classes, such Class or
Classes of Loans), any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b)

  
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purchase from the other Lenders such participations in the Loans (or applicable Class of Loans) made by them, as shall be necessary to cause such purchasing Lender to share the excess payment in
respect of such Loans (or applicable Class of Loans) or such participations, as the case may be, pro rata with each of them (or applicable Class of Lenders); provided that if all or any portion of such excess payment is thereafter recovered
from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other
Lender (or each other Lender from the applicable Class) shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the
amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered,
without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but
subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this
Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as
though the purchasing Lender were the original owner of the Obligations purchased (to the extent applicable to the Class of the purchasing Lender). Notwithstanding anything to the contrary herein, any payments made by the Borrower to the Tranche 1
Initial Lender or its Affiliates pursuant to the Fee Letter shall not be subject to the provisions of this Section 2.13. 

SECTION 2.14. Incremental Loans. The Borrower may at any time or from time to time after the Closing Date, by notice to the
Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy thereof to each of the Lenders), request additional term loans (“Incremental Loans”) from the Tranche 1 Lenders (or, to the extent provided
below, from other potential lenders), in an aggregate principal amount for all tranches of Incremental Loans not to exceed the Incremental Loan Amount, which shall have terms that are identical to the terms of the Tranche 1 Loans made on the Closing
Date and shall be subject to the terms and provisions of this Agreement; provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment, no Default or Event of Default shall exist, and
(ii) the Borrower shall be in compliance with the covenants set forth in Sections 7.10, 7.11 and 7.12 for the Test Period in effect at the effective date of such Incremental Loans determined on a Pro Forma Basis. Each tranche of Incremental
Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately
preceding sentence). 
 The Borrower shall send a request to each Tranche 1 Lender for Incremental Loans that specifies the
amount of Incremental Loans being requested and the time period within which each Tranche 1 Lender is requested to respond (which shall in no event be less than ten 

  
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Business Days from the date of delivery of such notice to the Tranche 1 Lenders (a “Designated Offer Period”). Each Tranche 1 Lender shall notify the Administrative Agent within
such time period whether or not it agrees to provide any portion of the Incremental Loans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested Incremental Loans. Any Tranche 1 Lender not
responding within such time period shall be deemed to have declined to provide Incremental Loans. The Administrative Agent shall notify the Borrower and each Tranche 1 Lender of the Tranche 1 Lenders’ responses to each request made hereunder.

 If Tranche 1 Lenders do not agree to provide Incremental Loans in the aggregate principal amount requested by Borrower as
permitted above within the Designated Offer Period, then the portion of requested Incremental Loans not agreed to be provided by Tranche 1 Lenders may, subject to the approval of the Administrative Agent (which approval shall not be unreasonably
withheld, conditioned or delayed and such approval shall be deemed given if the Borrower does not receive written objection thereto within five (5) Business Days of proposing a new Lender), be offered to Eligible Assignees on terms otherwise
determined by the Borrower and the Lenders thereof so long as the Incremental Loans (i) shall rank pari passu in right of payment and of security in all respects (including with respect to any intercreditor arrangements) with the Loans,
(ii) shall mature no earlier than the Maturity Date applicable to the Tranche 1 Loans, (iii) shall have a Weighted Average Life to Maturity no shorter than the then remaining Weighted Average Life to Maturity of the Tranche 1 Loans, and
(iv) the terms and conditions applicable to such Incremental Loans are not materially less favorable to the Loan Parties or the existing Tranche 1 Lenders than the terms and conditions of the existing Tranche 1 Loans (other than in respect of
interest rate, maturity and amortization). Any new Lender that provides an Incremental Loan shall sign a joinder to this Agreement in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and their respective counsel.

 If Incremental Loans are provided in accordance with this Section 2.14, the Administrative Agent and the Borrower shall
determine the effective date and the final allocation thereof. The Administrative Agent shall promptly notify the Borrower, the Tranche 1 Lenders and each other Lender of such Incremental Loans of the final allocation of such Incremental Loans and
effective date thereof. 
 No consent of any Lender (other than Lenders providing such Incremental Loans) shall be required for
the provision of Incremental Loans under this Section 2.14. This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary. 
 ARTICLE III 
 TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

 SECTION 3.01. Taxes. 
 (a) Except as provided in this Section 3.01, any and all payments by the Borrower or any Guarantor to or for the account of any Agent or any Lender under


  
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any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, (i) taxes imposed on or measured by its net income (including branch profits) and
franchise (and similar) taxes imposed on it in lieu of net income taxes, in each case, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a
Lending Office and (ii) any U.S. federal withholding taxes imposed under FATCA and, in each case, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If any Loan Party shall be required by any Laws to deduct any Taxes or Other Taxes from or in
respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under
this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions, (iii) the Borrower or such other Loan
Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not
available within thirty (30) days, as soon as possible thereafter), such Loan Party shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt
is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If any Loan Party fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any
Agent or any Lender the required receipts or other required documentary evidence, such Loan Party shall indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender
arising out of such failure within ten (10) days of written demand therefor. 
 (b) In addition, the Loan
Parties agree to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or
from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (including additions to tax, penalties and interest related thereto) (hereinafter referred to as “Other
Taxes”). 
 (c) The Loan Parties agree to indemnify each Agent and each Lender for (i) the full
amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable and paid under this Section 3.01) payable by such Agent and such Lender and (ii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority;
provided that such Agent or Lender, 

  
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as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c)
shall be made within ten (10) days after the date such Lender or such Agent makes a demand therefor. 
 (d)
Each Lender shall severally indemnify each Agent for any taxes (including any taxes that are excluded from the definition of “Taxes” pursuant to this Section 3.01, but, in the case of any Taxes, only to the extent that the Borrower
has not already indemnified such Agent for such Taxes and without limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by such Agent in connection with any Loan Document or attributable to such
Lender’s failure to comply with the provisions of Section 10.07(e) relating to the maintenance of a Participant Register and any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that such Agent provides the Lender with a written statement thereof setting forth in reasonable detail the
basis and calculation of such amounts. Payment under this Section 3.01(d) shall be made within ten (10) days after the date such Agent makes a demand therefor. 

(e) The Loan Parties shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to
indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a
change in the place of organization of such Lender or Agent or a change in the Lending Office of such Lender, except to the extent that any such change is requested or required in writing by the Borrower (provided that nothing in this clause
(e) shall be construed as relieving the Loan Parties from any obligation to make such payments or indemnification (i) in the event of a change in Lending Office or place of organization that precedes a Change in Law to the extent such
Taxes result from a Change in Law, or (ii) that were payable or indemnifiable to such Lender’s assignor immediately before such Lender became a party hereto). 

(f) Notwithstanding anything else herein to the contrary, if a Foreign Lender or an Agent is subject to U.S. Federal
withholding tax at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, U.S. Federal withholding tax imposed by such jurisdiction at such rate shall be considered
excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon U.S. Federal withholding tax at such lesser rate only shall be considered excluded from
Taxes for periods governed by such forms; provided that, if at the date of the Assignment and Assumption pursuant to which a Foreign Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause
(a) of this Section 3.01 in respect of U.S. Federal withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to U.S. Federal withholding taxes that may be imposed in the
future or other amounts otherwise includable in Taxes) U.S. Federal withholding tax, if any, applicable with respect to the Lender assignee on such date. A Lender that is entitled to an exemption from or


  
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reduction of Bermuda withholding tax shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law and as reasonably requested by the
Borrower, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute and
deliver such documentation; provided further that the Borrower, shall reimburse such Lender for any material out-of-pocket costs that are incurred by the Lender with respect to providing any such documentation. 

(g) If a payment made to or for the account of any Agent or any Lender (including an Assignee to which a Lender assigns
its interest in accordance with Section 10.07 and any Participant to which a Lender sells its interest or a portion thereof in accordance with Section 10.07(e)) under any Loan Document would be subject to U.S. federal withholding tax
imposed by FATCA if such Agent or Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b), as applicable), such Agent or 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 whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment. Solely for the purposes of this subsection
3.01(g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 (h) If
any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by a Loan Party pursuant to this Section 3.01,
it shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest
included in such refund by the relevant taxing authority attributable thereto) to such Loan Party, net of all out-of-pocket expenses (including Taxes) of the Lender or Agent, as the case may be and without interest (other than any interest paid by
the relevant taxing authority with respect to such refund); provided that such Loan Party, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to
repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such
refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or
Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect
thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled. 

  
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 (i) Each Lender agrees that, upon the occurrence of any event giving rise to
the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and
regulatory restrictions) to designate another Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no
economic, legal or regulatory disadvantage; provided further that nothing in this Section 3.01(i) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c). The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation. 
 (j) Each of the Borrower and the Lenders shall treat each of the Loans as debt for U.S. federal income tax purposes and will not take any position on any federal, state or local income or
franchise tax return or take any other reporting position that is inconsistent with the treatment of the Loans as debt for U.S. federal income tax purposes. 
 SECTION 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such
Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans,
either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon
any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to
designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. 

SECTION 3.03. Inability To Determine Rates. If the Tranche 1 Required Lenders determine that for any reason adequate and
reasonable means do not exist for determining the Adjusted LIBO Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Adjusted LIBO Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest
Period of such 

  
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Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall
be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a conversion to or continuation of Eurocurrency Rate Loans
or, failing that, will be deemed to have converted such request into a request for a conversion to or continuation of Base Rate Loans in the amount specified therein. 
 SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. 
 (a) If any Tranche 1 Lender determines that as a result of any Change in Law, or such Tranche 1 Lender’s compliance therewith, there shall be any increase in the cost to such Tranche 1 Lender of
agreeing to make or making, funding or maintaining Eurocurrency Rate Loans, or a reduction in the amount received or receivable by such Tranche 1 Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any
such increased costs or reduction in amount resulting from (i) taxes expressly excluded from the definitions of Taxes in Section 3.01(a) or (ii) reserve requirements contemplated by Section 3.04(c)), then from time to time within
fifteen (15) days after demand by such Tranche 1 Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such
Tranche 1 Lender such additional amounts as will compensate such Tranche 1 Lender for such increased cost or reduction. 
 (b) If any Tranche 1 Lender determines that any Change in Law regarding capital adequacy, or compliance by such Tranche 1 Lender (or its Lending Office) therewith, has the effect of reducing the rate of
return on the capital of such Tranche 1 Lender or any corporation controlling such Tranche 1 Lender as a consequence of such Tranche 1 Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and
such Tranche 1 Lender’s desired return on capital), then from time to time upon demand of such Tranche 1 Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the
Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Tranche 1 Lender such additional amounts as will compensate such Tranche 1 Lender for such reduction within fifteen (15) days after receipt of such
demand. 
 (c) The Borrower shall pay to each Tranche 1 Lender, (i) as long as such Tranche 1 Lender shall
be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Tranche 1 Lender (as determined by such Tranche 1 Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Tranche 1 Lender shall be
required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the funding of Eurocurrency Rate


  
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Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Loan by such
Tranche 1 Lender (as determined by such Tranche 1 Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan;
provided that the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Tranche 1 Lender. If a Tranche 1 Lender fails to give
notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice. 

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not
constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or
reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided further that, if the circumstance giving rise
to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower,
use commercially reasonable efforts to designate another Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending
Office(s) to suffer no material economic, legal or regulatory disadvantage; provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to
Section 3.04(a), (b), (c) or (d). 
 SECTION 3.05. Funding Losses. Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of
the Interest Period for such Loan; or 
 (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan on the date or in the amount notified by the Borrower; 
 including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.


  
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 For purposes of calculating amounts payable by the Borrower to the Lenders under this
Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Adjusted LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount
and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. 
 SECTION 3.06. Matters
Applicable to All Requests for Compensation. 
 (a) Any Agent or any Lender claiming compensation under this
Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may
use any reasonable averaging and attribution methods. 
 (b) With respect to any Lender’s claim for
compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower
of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any
Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another
Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable);
provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. 
 (c) If the obligation of any Lender to continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to
Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate
conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to
such conversion no longer exist: 
 (i) to the extent that such Lender’s Eurocurrency Rate Loans have been
so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and 

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as
Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans. 

(d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified
in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Tranche 1 Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis and
Interest Periods) in accordance with their respective Pro Rata Share. 

  
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 SECTION 3.07. Replacement of Lenders under Certain Circumstances. 

(a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in
Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04 or (ii) any Lender becomes a
Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign
pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent
nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04
or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the
applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents. 
 (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s outstanding Loans, and
(ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s
outstanding Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment
and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the
assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. 

  
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 (c) Notwithstanding anything to the contrary contained above, any Lender
that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09. 
 (d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment
thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the
Required Lenders, the Tranche 1 Required Lenders or the Tranche 2 Required Lenders, as applicable, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a
“Non-Consenting Lender.” 
 SECTION 3.08. Survival. All of the Borrower’s obligations under this
Article III shall survive repayment of all other Obligations hereunder. 
 ARTICLE IV 

CONDITIONS PRECEDENT TO FUNDING OF LOANS 
 SECTION 4.01. Conditions to Funding. The obligation of (x) the Tranche 1 Initial Lender to fund Tranche 1 Loans pursuant to this Agreement and (y) the Tranche 2 Initial Lenders to make
Tranche 2 Loans pursuant to this Agreement, in each case, is subject to the satisfaction, or waiver in accordance with Section 10.01, of the following conditions precedent on or before the date that is 45 days after the date of this Agreement,
or, upon the Borrower’s written notice to the Tranche 1 Initial Lender and the Administrative Agent, on or before the date that is 57 days after the date of this Agreement: 

 

	 	(a)	The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic PDFs (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: 


 

	 	(i)	executed counterparts of this Agreement (subject to Section 10.24 in the case of the Tranche 2 Initial Lenders), the First Lien Intercreditor Agreement, the Pari
Passu Lien Intercreditor Agreement described in clause (i) of the definition thereof, and each Guaranty; 

  

	 	(ii)	a Note executed by the Borrower in favor of each Initial Lender, upon the request of such Initial Lender at least one Business Day prior to the Closing Date;



  
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	 	(iii)	subject to Section 6.17, each Collateral Document set forth on Schedule 4.01(a), duly executed by each Loan Party thereto, together with evidence that all
other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to
the Administrative Agent; 

  

	 	(iv)	a Perfection Certificate with respect to the Loan Parties dated as of the Closing Date; 


 

	 	(v)	in respect of each Loan Party, a certificate of such Loan Party attaching (A) a copy of its Organization Documents and, to the extent applicable, certified as of
the Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Loan Party executing the Loan Documents to which such Loan Party is a party;
(C) resolutions of the board of directors, board of managers or similar governing body (and, if applicable, of the shareholders or members) of such Loan Party approving and authorizing the execution, delivery and performance of the Loan
Documents to which such Loan Party is a party or is to be a party on the Closing Date, certified as of the Closing Date by its secretary, an assistant secretary, director, counsel, attorney or other Responsible Officer as being in full force and
effect without modification or amendment; (D) if applicable in the jurisdiction of incorporation, organization or formation, as applicable, of such Loan Party, a good standing, status or similar certificate from the applicable Governmental
Authority of such Loan Party’s jurisdiction of incorporation, organization or formation, each dated the Closing Date or a recent date prior thereto; and (E) other certificates of Responsible Officers of such Loan Party as the
Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party or is to be a party on the Closing Date; 

  

	 	(vi)	a certificate signed by a Responsible Officer of the Borrower certifying that (x) the conditions set forth below in Section 4.01(c) and (d) have been
satisfied, (y) no “Default” or “Event of Default” exists under and as defined in the First Lien Credit Agreement and (z) Consolidated EBITDA as of the end of the four fiscal quarter period ended December 31, 2012
attributable to Holdings, the Borrower and the Restricted Subsidiaries that are Guarantors collectively represents on a non-consolidated basis at least 95% of Consolidated EBITDA for such four fiscal quarter period; 


 

	 	(vii)	a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Closing Date after giving effect to the Restructuring Transaction from the Chief
Financial Officer of the Borrower; 


  
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	 	(viii)	evidence that all insurance (other than title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that, subject
to the terms of the First Lien Intercreditor Agreement, the Collateral Agent has been named as additional insured under each insurance policy with respect to such insurance as to which the Collateral Agent shall have requested to be so named; and


  

	 	(ix)	copies of recent Lien search results in each jurisdiction reasonably requested by the Collateral Agent with respect to the Domestic Loan Parties.


  

	 	(b)	All fees and expenses required to be paid hereunder and invoiced before the Closing Date, including any fees required to be paid on or prior to the Closing Date
pursuant to the Fee Letter, shall have been paid in full in cash. 

  

	 	(c)	The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material
respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date;
provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.


  

	 	(d)	No Default or Event of Default shall exist or would result from the Loans made on the Closing Date or the application of proceeds therefrom. 


 

	 	(e)	The Administrative Agent shall have received opinions from (i) Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel to the Borrower, which shall, in
addition to the customary opinions addressed below, also include validity and perfection of liens and no conflicts with applicable Law or material debt documents and (ii) special Bermuda, Gibraltar and Luxembourg counsel to the respective Loan
Parties, each such opinion addressed to the Administrative Agent, the Collateral Agent and the Tranche 1 Initial Lender and addressing due authorization, execution and delivery and enforceability of the Loan Documents, in each case in form and
substance reasonably satisfactory to the Administrative Agent and the Tranche 1 Initial Lender. 

  

	 	(f)	The Administrative Agent shall have received a form UCC-1 financing statement for each Loan Party, naming such Loan Party as debtor and the Collateral Agent as secured
party, in proper form for filing in the applicable filing office. 

  

	 	(g)	The Administrative Agent shall have received all documentation and other information requested by the Administrative Agent at least five (5) Business Days prior to
the Closing Date and required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “Patriot Act”). 


  
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	 	(h)	Since December 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a
Material Adverse Effect. 

  

	 	(i)	On the Closing Date and substantially concurrently with the incurrence of the Loans and the use of a portion of the proceeds of such Loans, all Indebtedness and other
obligations (other than contingent obligations not then due) of Holdings, the Borrower and their respective Subsidiaries under the 1.5 Lien Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon, and
all commitments under the 1.5 Lien Credit Agreement shall have been terminated, all as set forth in a customary payoff letter from the agent for the 1.5 Lien Credit Agreement. 


 

	 	(j)	On the Closing Date and substantially concurrently with the incurrence of the Loans (i) all of the conditions in respect of the Exchange Offers and the Consent
Solicitations (other than conditions that by their nature will be satisfied by the funding of the Loans on the Closing Date) shall have been satisfied or waived by the Loan Parties, in each case without giving effect to any amendments or waivers to
the Exchange Offers and the Consent Solicitations that have not been approved in advance in writing by the Tranche 1 Initial Lender (other than any amendments or waivers that are not materially adverse to the interests of the Tranche 1 Initial
Lender), (ii) the Senior Notes Exchange Offers shall be consummated in accordance with their terms and substantially concurrently with the funding of the Loans hereunder, and (iii) the Dealer Manager and the Solicitation Agent shall have
received customary comfort letters, negative assurance letters and such further customary documents and certificates as reasonably requested by, and in each case in form and substance reasonably satisfactory to, the Dealer Manager and the
Solicitation Agent in connection with the Exchange Offers and the Consent Solicitations, as the case may be. 

  

	 	(k)	All requisite material governmental authorities and third parties shall have approved or consented to the Restructuring Transaction and the other transactions
contemplated hereby to the extent required, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be expected
to restrain, prevent or impose burdensome conditions on the Restructuring Transaction or the other transactions contemplated hereby. 

  

	 	(l)	Except as set forth in Item 3 of the Holdings Annual Report, there shall be no litigation, arbitration, administrative proceeding or consent decree that could
reasonably be expected to have a material adverse effect on the ability of the parties to consummate the Restructuring Transaction or the other transactions contemplated hereby. 


 

	 	(m)	Holdings shall have filed with the SEC Holdings’ Form 10-K for the year ended December 31, 2012. 


  
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 SECTION 4.02. Additional Conditions to Funding the Tranche 1 Loans. The obligation of
the Tranche 1 Initial Lender to fund Tranche 1 Loans pursuant to this Agreement is further subject to the satisfaction, or waiver in accordance with Section 10.01, of the following conditions precedent on or before the date that is 45 days
after the date of this Agreement, or, upon the Borrower’s written notice to the Tranche 1 Initial Lender, on or before the date that is 57 days after the date of this Agreement: 

(a) Since the date of this Agreement, no Tranche 1 Backstop Material Adverse Effect has occurred or has been alleged in
writing by the Tranche 1 Backstop Parties to have occurred, and the Tranche 1 Initial Lender shall have received a letter from each of the Tranche 1 Backstop Parties, in the form attached as Exhibit A to the Tranche 1 Commitment Letter (as in effect
on the date hereof) or such other form satisfactory to the Tranche 1 Initial Lender, confirming that no Tranche 1 Backstop Material Adverse Effect has occurred or will be alleged by any Tranche 1 Backstop Party to have occurred on or prior to the
Closing Date. 
 (b) The Tranche 1 Escrow Agreement shall have been executed and delivered by each of the parties
thereto and each Person that will become a Tranche 1 Lender under this Agreement pursuant to the terms of the Exchange Offers shall have deposited all amounts required thereby to be deposited in the Escrow Account (as defined in the Tranche 1 Escrow
Agreement) in each case in accordance with the terms of the Tranche 1 Escrow Agreement. 
 (c) Each of the
Tranche 1 Commitment Letter and the Fee Letter are in full force and effect and are, in the case of the Fee Letter, legal, valid and binding obligations of the Borrower and, in the case of the Tranche 1 Commitment Letter and to the knowledge of the
Borrower, the Tranche 1 Backstop Parties, enforceable against such parties in accordance with their respective terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other
similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). As of the Closing Date, neither the Tranche 1 Commitment Letter nor the Fee Letter has been withdrawn, terminated,
repudiated, rescinded, amended, supplemented or modified, in any respect, and no such withdrawal, termination, repudiation or rescission has, to the knowledge of the Borrower, been threatened. 

(d) The Tranche 1 Initial Lender shall have (i) received all information requested by it from each holder of Senior
Notes and 2016 Senior Notes that has subscribed for assignments of Loans pursuant to the Exchange Offers (such holders, the “Subscribing Holders”), including all documentation and other information requested by it in connection with
“know your customer” and anti-money laundering rules and regulations and (ii) determined if each of the Subscribing Holders is an Eligible Assignee hereunder and is otherwise not ineligible to be a Lender; provided that the
condition set forth in this Section 4.02(d) shall be deemed to be satisfied at the end of the fifth Business Day following the final expiration of each of the Exchange Offers unless otherwise agreed between the Tranche 1 Initial Lender and the
Borrower. 

  
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 ARTICLE V 
 REPRESENTATIONS AND WARRANTIES 
 The Borrower represents and
warrants to (a) the Tranche 2 Lenders on the Closing Date all of the matters set forth in this Article V and (b) the Agents and the Tranche 1 Lenders on the date hereof (unless such representation and warranty is expressly limited to the
Closing Date only) and on the Closing Date all of the matters set forth in this Article V: 
 SECTION 5.01. Existence,
Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly
qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions
and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.02. Authorization; No Contravention.
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Restructuring Transaction, are within such Loan Party’s corporate or other powers, have been duly
authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or
the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or
any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any
conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect. 

SECTION 5.03. Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action
by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other
Loan Document, or for the consummation of the Restructuring Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the
Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any 

  
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Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the
Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect
and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. 

SECTION 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party
that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such
enforceability may be limited by Debtor Relief Laws, fraudulent transfer, preference or similar Laws and by general principles of equity. 
 SECTION 5.05. Financial Statements; No Material Adverse Effect. 
 (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of the dates thereof and
their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. 

(b) Since December 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that
has had or could reasonably be expected to have a Material Adverse Effect. 
 (c) Neither Holdings nor any
Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under or permitted by this Agreement,
(iii) Indebtedness or other obligations or liabilities that are to be discharged on the Closing Date in connection with the Restructuring Transaction and, as of the Closing Date, are discharged, and (iv) liabilities incurred in the
ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.06. Litigation. Except as set forth in Item 3 of the Holdings Annual Report, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the
Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Subsidiaries or against any of their properties or revenues that either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.07. No Default. Neither
Holdings nor any of its Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  
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 SECTION 5.08. Ownership of Property; Liens. Each Loan Party and each of its
Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all
Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have
such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 SECTION
5.09. Environmental Compliance. 
 (a) There are no claims, actions, suits, or proceedings alleging
potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(b) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,
(i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent
to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or
disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos
or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or
formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location. 

(c) The properties owned, leased or operated by Holdings and the Subsidiaries do not contain any Hazardous Materials in
amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities,
individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. 
 (d)
Neither Holdings nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or
threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation
or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

  
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 (e) All Hazardous Materials generated, used, treated, handled or stored at,
or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse
Effect. 
 (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a
Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law. 
 SECTION 5.10. Taxes. Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Holdings and its Subsidiaries have timely filed all
Federal and state and other tax returns and reports required to be filed by them and have timely paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. 

SECTION 5.11. ERISA Compliance. 
 (a) Except as set forth in Schedule 5.11(a) or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in
with the applicable provisions of ERISA, the Code and other Federal or state Laws. 
 (b) (i) No ERISA Event
has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in
Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

(c) Except where noncompliance would not reasonably be expected to result in a Material Adverse Effect, each Foreign Plan
has been maintained in substantial 

  
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compliance with its terms and with the requirements of any and all applicable Laws, statutes, rules, regulations and orders, and neither a Loan Party nor any Subsidiary has incurred any material
obligation in connection with the termination of or withdrawal from any Foreign Plan. Except as would not reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested)
under each Foreign Plan which is funded, determined as of the end of the most recently ended fiscal year of a Loan Party or Subsidiary (based on the actuarial assumptions used for purposes of the applicable jurisdiction’s financial reporting
requirements), did not exceed the current value of the assets of such Foreign Plan, and for each Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued. 

SECTION 5.12. Subsidiaries; Equity Interests. Neither Holdings nor any Loan Party has any Subsidiaries other than those
specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party are
owned free and clear of all Liens, except (i) those created under the Collateral Documents, (ii) the Senior Liens, the Pari Passu Liens and Junior Liens in effect on the date this representation is made, (iii) Liens that are to be
released and discharged on the Closing Date in connection with the Restructuring Transaction and, as of the Closing Date, are released and discharged and (iii) any nonconsensual Lien that is permitted under Section 7.01. Schedule
5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership,
(c) identifies each Subsidiary that is not a Guarantor and, for any such Subsidiary, whether it is an Excluded Subsidiary, an Immaterial Subsidiary or an Unrestricted Subsidiary, and (d) identifies each Subsidiary that is a Subsidiary the
Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement. As of the Closing Date, there are no Immaterial Subsidiaries, Unrestricted Subsidiaries or Excluded Subsidiaries that are
guarantors under the First Lien Debt Documents or whose Equity Interests have been pledged to secure the obligations under the First Lien Debt Documents, except to the extent any such Subsidiary is also a party to the Guaranty or has also had its
Equity Interests (and in the same percentage as under the First Lien Debt Documents) pledged to secure the Obligations, as applicable. 
 SECTION 5.13. Margin Regulations; Investment Company Act. 

(a) No Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Loan will be used for any purpose that violates Regulation
U. 
 (b) None of Holdings, any Person Controlling the Borrower or any Subsidiary is or is required to be
registered as an “investment company” under the Investment Company Act of 1940. 
 SECTION 5.14. Disclosure. No
report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in 

  
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connection with the transactions contemplated hereby and the negotiation of this Agreement (including any amendment hereto) or delivered hereunder or any other Loan Document (as modified or
supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material. 
 SECTION 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names,
domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the
operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect. No such IP Rights infringe upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding
any such IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

SECTION 5.16. Solvency. On the Closing Date after giving effect to the Restructuring Transaction, the Loan Parties, on a
consolidated basis, are Solvent. 
 SECTION 5.17. Subordination of Subordinated Financing. The Obligations are
“Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Subordinated Financing Documentation. 

SECTION 5.18. Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:
(a) there are no strikes or other labor disputes against Holdings or any of its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) none of hours worked by nor any payments made to employees of Holdings
or any of its Subsidiaries have been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from Holdings or any of its Subsidiaries on account of employee health and
welfare insurance have been paid or accrued as a liability on the books of the relevant party. 
 SECTION 5.19. Liens and
Guarantees. As of the Closing Date, subject to Section 6.17, the Collateral Agent has been granted a Lien on all assets (other than the First Lien Tranche S Collateral Account and any assets credited to the First Lien Tranche S Collateral
Account) of Holdings and its Subsidiaries that secure, and a Guaranty from each Subsidiary of Holdings that has guaranteed, the First Lien Credit Agreement and the First Lien Debt Documents. 

  
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 SECTION 5.20. Subsequent Pricing Increase Effective Date. On the Closing Date, after
giving effect to the Restructuring Transaction, the Subsequent Pricing Increase Effective Date (as defined in the First Lien Credit Agreement as in effect on the date hereof) has occurred. 

ARTICLE VI 

AFFIRMATIVE COVENANTS 
 From the Closing Date until the date on which all Loans and other Obligations hereunder shall have been satisfied in full, Holdings and the Borrower shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to: 
 SECTION 6.01. Financial Statements.
Deliver to the Administrative Agent for prompt further distribution to each Lender: 
 (a) as soon as available,
but in any event within ninety (90) days after the end of each fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or
operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and
accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; 

(b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three
(3) fiscal quarters of each fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal
quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition,
results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and 

(c) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and
6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 

  
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 Notwithstanding the foregoing, the obligations in Section 6.01(a) and 6.01(b) may be satisfied with
respect to financial information of Holdings and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings that holds all of the Equity Interests of Holdings) or
(B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B) above, to the extent such
information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of
nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or
exception as to the scope of such audit. 
 SECTION 6.02. Certificates; Other Information. Deliver to the Administrative
Agent for prompt further distribution to each Lender: 
 (a) no later than five (5) days after the delivery
of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was
obtained of any Event of Default resulting from a violation of Section 7.10, 7.11 or 7.12 or, if any such Event of Default shall exist, stating the nature and status of such event; 

(b) no later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(a) and
(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default resulting from a violation of Section 7.11 or 7.12, any of the Equity Investors
may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to
Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document; 

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and
registration statements which Holdings or the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the
form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

 (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any
Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt instruments of any Loan Party or of any of its Subsidiaries pursuant to the terms of the


  
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First Lien Debt Documents, the High Yield Notes Documentation, the Existing Second Lien Indenture, Subordinated Financing Documentation, Permitted Refinancing Indebtedness Documentation or any
definitive documentation in respect of the 2016 Senior Notes (or any Permitted Refinancing thereof), any Junior Lien Indebtedness or any Pari Passu Lien Indebtedness, in each case in a principal amount greater than the Threshold Amount and not
otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; 
 (e)
together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(b), (i) a report setting forth the information required by Section 3.03(c) of the
Security Agreement or confirming that there has been no change in such information since the date hereof or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by
such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary that identifies each Subsidiary as a Restricted Subsidiary, an Unrestricted Subsidiary, an Excluded Subsidiary and/or an
Immaterial Subsidiary as of the date of delivery of such Compliance Certificate; and 
 (f) promptly, such
additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent
may from time to time reasonably request. 
 Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the
Borrower posts such documents, or provides a link thereto on Holdings’ or the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Holdings’ or
the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease
delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent
by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by
Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such
documents. 
 SECTION 6.03. Notices. Promptly (and, in the case of clauses (a) and (b) below, after obtaining
knowledge thereof) notify the Administrative Agent: 
 (a) of the occurrence of any Default; 

  
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 (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute,
litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any
Subsidiary, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or
Environmental Permit, or (iv) the occurrence of any ERISA Event; and 
 (c) of any amendments, restatements,
supplements or other material modifications to the First Lien Debt Documents or any definitive documentation in respect of any Junior Lien Indebtedness, any Pari Passu Lien Indebtedness, the High Yield Notes, the 2016 Senior Notes or the Existing
Second Lien Notes (or any Permitted Refinancing thereof), any Subordinated Financing or any Permitted Refinancing Indebtedness. 

Each notice pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Borrower
(x) stating that such notice is being delivered pursuant to Section 6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and, except in the case of Section 6.03(c),
stating what action the Borrower has taken and proposes to take with respect thereto. 
 SECTION 6.04. Payment of
Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or
in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect. 
 SECTION 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a
transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its
business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05. 

SECTION 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material
Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation
excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice. 

  
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 SECTION 6.07. Maintenance of Insurance. Maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to
any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings, Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

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

SECTION 6.09. Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in
all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings or such Subsidiary, as the case may be. 

SECTION 6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to
visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent
public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding
any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the
Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided
further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal
business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with Holdings’ independent public accountants. 

SECTION 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or
reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied at all times, including (but in any such case subject to Section 6.17 and the terms of the Senior Lien
Intercreditor Agreement) the following: 
 (a) Upon (i) the formation or acquisition of any new direct or
indirect wholly owned Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by 

  
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any Loan Party, (ii) the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) as a
Restricted Subsidiary, (iii) any non-wholly owned Domestic Subsidiary becoming a wholly owned Domestic Subsidiary (other than an Excluded Subsidiary) or (iv) any Domestic Subsidiary that was previously an Excluded Subsidiary ceasing to be
an Excluded Subsidiary: 
 (i) within thirty (30) days after such formation, acquisition, designation or
other event or such longer period as the Administrative Agent may agree in its discretion: 
 (A) cause each
such Restricted Subsidiary that is or is required to be a Domestic Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the real properties owned by such Restricted Subsidiary that have a
book value in excess of $7,250,000 in detail reasonably satisfactory to the Administrative Agent; 
 (B) cause
(x) each such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate)
Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in
form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing Date), in each case granting
Liens required by the Collateral and Guarantee Requirement and (y) each direct parent of each such Restricted Subsidiary that is or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or that is the Borrower to
duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the
Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement; 

(C) (x) cause each such Restricted Subsidiary that is or is required to be a Guarantor pursuant to the Collateral
and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or
other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the
Collateral Agent and (y) cause each direct parent of such Restricted Subsidiary to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are required to be
pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and 

  
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instruments evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the
Collateral Agent; and 
 (D) take, and cause such Restricted Subsidiary and each direct parent of such
Restricted Subsidiary that is or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or that is the Borrower to take, whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code
financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent or the Collateral Agent (or in any representative or
Supplemental Administrative Agent of the Administrative Agent or the Collateral Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as
such enforceability may be limited by Debtor Relief Laws and by general principles of equity; 
 (ii) within
thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties
reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and 

(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative
Agent with respect to each parcel of real property that is owned by such Restricted Subsidiary that is or is required to be a Domestic Guarantor pursuant to the Collateral and Guarantee Requirement and has a book value in excess of $7,250,000 any
existing title reports, surveys or environmental assessment reports. 
 (b) Promptly after (x) the
acquisition of any material personal property by the Borrower or any Domestic Guarantor or (y) the acquisition of any owned real property by the Borrower or any Domestic Guarantor with a book value in excess of $7,250,000, and if such personal
property or owned real property shall not already be subject to a perfected Lien in favor of the Collateral Agent pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly
thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the Borrower or relevant Domestic Guarantor to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property. 

(c) Promptly take such action as is necessary to ensure that (i) the Obligations and the Guaranties are secured by a
Lien on any asset or property (other than the First Lien Tranche S Collateral Account and any assets credited to the First Lien Tranche S Collateral Account) that is subject to a Lien permitted pursuant to Sections


  
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7.01(r), (aa), (bb), (cc) or (dd) and (ii) the Obligations are guaranteed by all Subsidiaries that guarantee the Senior Lien Indebtedness, the Pari Passu Lien Indebtedness, the Junior Lien
Indebtedness, the High Yield Notes (and any Permitted Refinancing thereof) and the 2016 Senior Notes (and any Permitted Refinancing thereof). 
 SECTION 6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all
Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action
necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws. 
 SECTION 6.13. Further Assurances and Post-Closing Conditions. 
 (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any
Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates,
assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents. 

(b) In the case of any real property referred to in Section 6.11(b), provide the Administrative Agent with Mortgages
with respect to such owned real property within thirty (30) days of the acquisition of, or, if requested by the Administrative Agent, entry into, or renewal of, a ground lease in respect of, such real property in each case together with:

 (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are
in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described
therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably
satisfactory to the Administrative Agent; 
 (ii) fully paid American Land Title Association Lender’s
Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the


  
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Administrative Agent, (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent,
insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including
endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request; 

(iii) opinions of local counsel for the Loan Parties in states in which the real properties are located, with respect to
the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; 
 (iv) evidence that each such space lease contains a provision reasonably acceptable to the Administrative Agent permitting a collateral assignment with respect to such provisions; provided that the
Administrative Agent shall be permitted to waive this requirement if it is reasonably satisfied that the Borrower has used its commercially reasonable efforts to comply with this requirement; and 

(v) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable
in order to create valid and subsisting Liens on the property described in the Mortgages has been taken. 
 SECTION 6.14.
Designation of Subsidiaries. Each Subsidiary set forth on Schedule 1.01B is and shall continue to be an Unrestricted Subsidiary for all purposes of this Agreement and the other Loan Documents; provided that the board of
directors of Holdings may at any time designate any Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any
Indebtedness or Liens of such Subsidiary existing at such time. Each Unrestricted Subsidiary will automatically be designated as a Restricted Subsidiary if such Unrestricted Subsidiary is a “Restricted Subsidiary” under any First Lien Debt
Document or any definitive documentation in respect of any Senior Lien Indebtedness, any Pari Passu Lien Indebtedness, any Junior Lien Indebtedness, the High Yield Notes or the 2016 Senior Notes (or any Permitted Refinancing thereof), any
Subordinated Financing or any Permitted Refinancing Indebtedness. 
 SECTION 6.15. Flood Insurance. With respect to each
Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements are located on any Mortgaged Property is
designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood
Disaster Protection Act of 1973, as amended from time to time. 

  
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 SECTION 6.16. Orbitz Indebtedness. If Orbitz TopCo, any of its Subsidiaries or any
other Person whose primary assets or operations comprise a portion of the Orbitz Business and that is not then a Loan Party Guarantees or otherwise becomes liable for any Indebtedness of Holdings and its Subsidiaries (other than Orbitz TopCo, any of
its Subsidiaries or any other Person whose primary assets or operations comprise a portion of the Orbitz Business), such Person shall become subject to the Collateral and Guarantee Requirement hereunder as if such Person were a Restricted Subsidiary
(it being understood that in such case such Person shall, other than for purposes of granting guarantees and collateral pursuant to the Collateral and Guarantee Requirement, not be considered a Restricted Subsidiary hereunder). 

SECTION 6.17. Post-Closing Matters. 
 (a) To the extent such items have not been delivered as of the Closing Date, within thirty (30) days after the Closing Date, or such longer period that is reasonably acceptable to the Administrative
Agent (subject to clause (c) below), the Borrower and the applicable Domestic Guarantor shall deliver to the Collateral Agent: (i) counterparts of a second lien Mortgage with respect to (x) the owned real property of the Loan Parties
located at 5350 South Valentia Way, Greenwood Village, Colorado and (y) the other Mortgaged Properties duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally
recognized title insurance company insuring the Lien of each such Mortgage as a valid second priority Lien on the property described therein, free and clear of all other Liens except as expressly permitted by Section 7.01, together with such
endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably require, (iii) such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Administrative Agent may reasonably
request with respect to any such Mortgaged Property, and (iv) evidence that all other actions, recordings and filings in connection with the Mortgage that the Administrative Agent may deem reasonably necessary shall have been taken, completed
or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; provided that the applicable Loan Party shall not be required to deliver the foregoing items if such Mortgaged Property shall have been sold,
transferred or otherwise disposed of pursuant to a Disposition permitted by Section 7.05 within thirty (30) days after the Closing Date. 
 (b) To the extent such items have not been delivered as of the Closing Date and subject to the limitations set forth in the definition of Collateral and Guarantee Requirement, within thirty (30) days
after the Closing Date, or such longer period that is reasonably acceptable to the Administrative Agent (subject to clause (c) below), Holdings and the Borrower shall ensure that the requirements set forth in clauses (f), (i) and
(j) of the Collateral and Guarantee Requirement are satisfied. 
 (c) The periods for satisfying the
requirements set forth in clauses (a) and (b) above shall not be extended by the Administrative Agent beyond the date that is sixty (60) days after the Closing Date unless the Lenders shall have received prior written notice of a
request for any such extension and the Administrative Agent shall not have received, within ten (10) days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders, acting
reasonably, object to such extension. 

  
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 SECTION 6.18. Use of Proceeds. Use the proceeds of the Tranche 1 Loans made on the
Closing Date solely (a) to refinance in full amounts outstanding under the 1.5 Lien Credit Agreement, (b) to finance the cash portion of the Exchange Offers, (c) to pay the consent fees in connection with the Exchange Offers and the
Consent Solicitations, (d) to pay fees and expenses related to the foregoing and (e) to the extent of any remaining proceeds, for general corporate purposes; provided that no proceeds from the Tranche 1 Loans made on the Closing
Date will be used to repay or refinance Existing Second Lien Notes (other than for the payment of fees and expenses relating to any such repayment or refinancing). 
 ARTICLE VII 
 NEGATIVE COVENANTS 

So long as any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, Holdings and the
Borrower shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly: 
 SECTION 7.01.
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: 

(a) Liens pursuant to any Loan Document; 

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

 (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than
thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or
other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or, if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce
such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

  
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 (e) (i) pledges or deposits in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of
(including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary; 

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than
Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the
ordinary course of business; 
 (g) easements, rights-of-way, restrictions, encroachments, protrusions and other
similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of Holdings, the Borrower or any material Subsidiary; 

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

 (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens
attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time
encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to
or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of
equipment provided by such lender; 
 (j) leases, licenses, subleases or sublicenses granted to others in the
ordinary course of business which do not (i) interfere in any material respect with the business of Holdings, the Borrower or any material Subsidiary or (ii) secure any Indebtedness; 

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business; 
 (l) Liens (i) of a
collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff)
and which are within the general parameters customary in the banking industry; 

  
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 (m) Liens (i) on cash advances in favor of the seller of any property
to be acquired in an Investment permitted pursuant to Section 7.02(i) or to be applied against the purchase price for such Investment, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the
ordinary course of business and (iii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have
been permitted on the date of the creation of such Lien; 
 (n) other Liens securing Indebtedness outstanding in
an aggregate principal amount not to exceed $5,000,000 incurred pursuant to Section 7.03(f); 
 (o) Liens in
favor of Holdings, the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d); 
 (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted
Subsidiary pursuant to Section 6.14), in each case after the First Lien Original Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and the replacement, extension or renewal of any Lien
permitted by this clause (p) upon or in the same property previously subject thereto in connection with the replacement, extension or renewal (without increase in the amount or any change in any direct or contingent obligor) of the amount or
value secured thereby; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other
than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that
require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition),
and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g) or (k); 
 (q)
any interest or title of a lessor under leases entered into by Holdings, the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; 
 (r) Liens on all or a portion of the Collateral to secure Permitted Refinancing Indebtedness, which Liens may be Pari Passu Liens or Junior Liens (but may not be Senior Liens); 

(s) Liens encumbering out of conditional sale, title retention, consignment or similar arrangements for sale of goods
entered into by Holdings, the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; 

  
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 (t) Liens deemed to exist in connection with Investments in repurchase
agreements permitted under Section 7.02 and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for
speculative purposes; 
 (u) Liens that are contractual rights of set-off (i) relating to the establishment
of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or
similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any
Restricted Subsidiary in the ordinary course of business; 
 (v) Liens solely on any cash earnest money deposits
made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; 
 (w) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection
with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant
to Section 7.03(g); 
 (x) ground leases in respect of real property on which facilities owned or leased by
the Borrower or any of its Subsidiaries are located; 
 (y) Liens arising from precautionary Uniform Commercial
Code financing statement filings; 
 (z) Liens on insurance policies and the proceeds thereof securing the
financing of the premiums with respect thereto; 
 (aa) Liens securing Indebtedness and other obligations under
the First Lien Credit Agreement and the First Lien Debt Documents (including Liens securing any First Lien Credit Agreement Permitted Refinancing Indebtedness); 
 (bb) Liens securing Indebtedness and other obligations permitted by Section 7.03(v) (including Liens securing any Permitted Refinancing thereof); 

(cc) Liens securing Indebtedness and other obligations permitted by Section 7.03(y) (including Liens securing any
Permitted Refinancing thereof); provided that such Liens are Pari Passu Liens; and 
 (dd) Liens securing
Indebtedness and other obligations permitted by Section 7.03(z) (including Liens securing any Permitted Refinancing thereof); provided that such Liens are Junior Liens. 

  
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 Notwithstanding the foregoing, (I) no Liens on any IP Collateral shall be permitted at any time, other
than pursuant to Section 7.01(a), (b), (c), (h), (j), (m), (o), (p), (r), (u)(iii), (w), (aa), (bb), (cc) or (dd) and (II) no Liens (other than those referred to in Section 7.01(a), (r), (aa), (bb), (cc) or (dd)) shall be permitted on the
Collateral consisting of the Equity Interests of the Borrower, Travelport (Bermuda) Ltd. or any Intermediate Holding Company. 
 Notwithstanding
the foregoing, no Liens shall be permitted to exist directly or indirectly on any Mortgaged Property other than pursuant to clauses (a), (b), (c), (d), (g), (h), (j), (p), (q), (r), (x), (aa), (bb), (cc) or (dd) of this Section 7.01 (to the
extent, with reference to clause (j) of this Section 7.01, the Borrower and the applicable Loan Party shall use commercially reasonable efforts to cause such leases, licenses, subleases or sublicenses to be subordinate to the lien of any
Mortgage). 
 SECTION 7.02. Investments. Make or hold any Investments, except: 

(a) Investments by Holdings, the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such
Investment was made; 
 (b) loans or advances to officers, directors and employees of Holdings, the Borrower and
the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings
(or any direct or indirect parent thereof or after a Qualifying IPO, the Borrower or any Intermediate Holding Company) (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and
(iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $7,250,000; 
 (c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary
that is also not a Loan Party and (iii) by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of such Investments in Persons that are not Loan Parties
(together with, but without duplication of, the aggregate consideration paid in respect of Permitted Acquisitions of Persons that do not become Loan Parties pursuant to Section 7.02(i)(B), but with giving effect to any Investment permitted by
Section 7.02(q)) shall not exceed $362,500,000 (net of any return representing a return of capital in respect of any such Investment); 
 (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments
received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; 

  
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 (e) Investments consisting of Liens, Indebtedness, fundamental changes,
Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively; 

(f) Investments (i) existing on the First Lien Fourth Amended and Restated Effective Date and set forth on
Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the First Lien Fourth Amended and Restated Effective Date by Holdings, the Borrower or any Restricted Subsidiary in the
Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.02(f) is not materially increased from the amount of such
Investment on the First Lien Fourth Amended and Restated Effective Date via the transfer of assets from any of Holdings or any Subsidiary thereof to the investee in respect of such Investment; 

(g) Investments in Swap Contracts permitted under Section 7.03; 

(h) promissory notes and other noncash consideration received in connection with Dispositions permitted by
Section 7.05; 
 (i) the purchase or other acquisition of property and assets or businesses of any Person or
of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Subsidiary of Holdings (including as a result of a merger or
consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”): 

(A) subject to clause (B) below, a majority of all property, assets and businesses acquired in such purchase or
other acquisition shall constitute Collateral and each applicable Loan Party and any such newly created or acquired Subsidiary (and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired
Subsidiary) shall be Guarantors and shall have complied with the requirements of Section 6.11, within the times specified therein (for the avoidance of doubt, this clause (A) shall not override any provisions of the Collateral and
Guarantee Requirement); 
 (B) the aggregate amount of consideration paid in respect of acquisitions of Persons
that do not become Loan Parties (together with, but without duplication of, the aggregate amount of all Investments in Foreign Subsidiaries that are not Loan Parties pursuant to Section 7.02(c)(iii), but with giving effect to any Investments
permitted under Section 7.02(q)) shall not exceed $362,500,000 (net of any return representing a return of capital in respect of any such Investment); 
 (C) the acquired property, assets, business or Person is in the same line of business as Holdings and the Subsidiaries, taken as a whole; 

  
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 (D) the board of directors (or similar governing body) of the Person to be
so purchased or acquired shall not have indicated publicly its opposition to the consummation of such purchase or acquisition (which opposition has not been publicly withdrawn); 

(E) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition,
no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, Holdings, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth
in Sections 7.10, 7.11 and 7.12 for the Test Period in effect at the time such purchase or other acquisition is to occur and, in the case of acquisitions the aggregate consideration which is in excess of $36,250,000, evidenced by a certificate from
the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail; and 

(F) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five
(5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the
requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; 
 (j) the Restructuring Transaction; 
 (k) Investments in the
ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; 

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or
reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or
other transfer of title with respect to any secured Investment; 
 (m) loans and advances to Holdings (or any
direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or
such parent) in accordance with Section 7.06(h) or (i); 
 (n) so long as immediately after giving effect to
any such Investment, no Default has occurred and is continuing and Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Sections 7.10, 7.11 and 7.12 for the Test Period in effect at
the time such Investment is being made, other Investments (other than Investments in connection with any debt exchange or similar offer or any prepayments, redemptions, purchases, defeasances and other


  
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payments in respect of Indebtedness, including the High Yield Notes, the 2016 Senior Notes, any Subordinated Financings, any Junior Lien Indebtedness, any Pari Passu Lien Indebtedness and the
Indebtedness existing under the First Lien Credit Agreement and (y) Investments that constitute, directly or indirectly, Restricted Payments, dividends or other similar payments) that do not exceed $110,000,000 minus the aggregate amount
of all outstanding letters of credit issued on behalf of Persons other than Holdings, Borrower or any Restricted Subsidiary, in the aggregate, net of any return representing return of capital in respect of any such investment and valued at the time
of the making thereof; provided that, such amount shall be increased by the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied; 

(o) advances of payroll payments to employees in the ordinary course of business; 

(p) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings
(or the Borrower or an Intermediate Holding Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company); 
 (q) Investments held by a Restricted Subsidiary (acquired after the First Lien Original Closing Date or of a Person merged into the Borrower or merged or consolidated with a Restricted Subsidiary in
accordance with Section 7.04 after the First Lien Original Closing Date), to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of
such acquisition, merger or consolidation; 
 (r) Guarantees by Holdings, the Borrower or any Restricted
Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; 

(s) [Reserved]; and 
 (t) any Investments in Orbitz TopCo, so long as the amount actually invested in Orbitz TopCo by Holdings or a Restricted Subsidiary does not increase upon and following the Orbitz IPO (it being understood
that increases in the value of Orbitz TopCo upon and following the Orbitz IPO that do not result from Investments by Holdings or a Restricted Subsidiary in Orbitz TopCo shall be permitted by this clause (t)); 

provided that (x) the only Investment in the Travelport Guarantor that shall be permitted to be made under this
Section 7.02 shall be pursuant to the Investment Transaction and (y) no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be permitted hereunder to the extent that any portion of
such Investment is used to make any prepayments, refinancing, redemptions, purchases, defeasances and other payments in respect of Subordinated Financings or Junior Lien Indebtedness. 

  
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 SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except: 
 (a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the Loan
Documents; 
 (b) Indebtedness (i) outstanding on the First Lien Original Closing Date and listed on
Schedule 7.03(b) and, other than in respect of any letter of credit or any surety bond listed thereon or any drawing upon any such letter of credit or surety bond, any Permitted Refinancing thereof and (ii) intercompany Indebtedness
outstanding on the First Lien Original Closing Date; 
 (c) Guarantees by Holdings, the Borrower or any
Restricted Subsidiary in respect of Indebtedness of Holdings, the Borrower or any Restricted Subsidiary otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c),
Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness under the First Lien Credit Agreement, any
High Yield Note or 2016 Senior Note (or any Permitted Refinancing thereof), any Pari Passu Lien Indebtedness, any Junior Lien Indebtedness, any Subordinated Financing, any First Lien Credit Agreement Permitted Refinancing Indebtedness or any
Permitted Refinancing Indebtedness shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is
subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; 

(d) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary owing to Holdings, the Borrower or any other
Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set
forth in Section 5.03 of the Security Agreement; 
 (e) (i) Attributable Indebtedness and other
Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets, other than software; provided that such Indebtedness is incurred concurrently with or within
two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and
(iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); provided that the aggregate principal amount of Indebtedness outstanding at any one time pursuant to this
Section 7.03(e) shall not exceed 5.0% of Total Assets at such time; 

  
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 (f) Indebtedness in respect of Swap Contracts designed to hedge against
interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; 
 (g) Indebtedness of the Borrower, any Foreign Subsidiary or any Guarantor (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each
case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or
result therefrom, and Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Sections 7.10, 7.11 and 7.12 for the Test Period in effect at the time of the assumption or incurrence of
such Indebtedness and (B) the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this clause (g) does not exceed $145,000,000;
provided that the aggregate amount of Indebtedness outstanding at Persons that are not Loan Parties pursuant to this clause (g) and clause (n) below shall not exceed $100,000,000 at any one time; 

(h) (i) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (A) assumed in connection with any
Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing;
provided that, in each case, such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured, (w) both immediately prior and after giving effect thereto, (1) no Default shall exist or
result therefrom and (2) Holdings, the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Sections 7.10, 7.11 and 7.12 for the Test Period in effect at the time of the assumption or
incurrence of such Indebtedness, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Latest Maturity Date in effect at the time such Indebtedness is incurred (it being
understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and
subordination terms), taken as a whole, that are not materially less favorable to the Borrower as the terms and conditions of the High Yield Notes as of the Closing Date; provided that a certificate of a Responsible Officer delivered to the
Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto,
stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent
notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (z) with respect to such Indebtedness described in the
immediately preceding clause (i)(B) or any Permitted Refinancing thereof, is incurred by the Borrower or a Guarantor; provided further that notwithstanding anything contained in 

  
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the Loan Documents to the contrary, (a) the maximum principal amount of all Indebtedness described in clause (i)(A) of this Section 7.03(h) (together with any Permitted Refinancing of
Indebtedness in respect thereof) with respect to which a Restricted Subsidiary that is not a Guarantor may become liable shall be $145,000,000 and (b) the only obligors with respect to any Indebtedness incurred pursuant to clause (i)(A) of this
Section 7.03(h) or any Permitted Refinancing of Indebtedness in respect thereof shall be of those Persons who were obligors of such Indebtedness immediately prior to such Permitted Acquisition; 

(i) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred
in the ordinary course of business; 
 (j) Indebtedness to current or former officers, directors and employees,
their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 7.06; 
 (k) Indebtedness incurred by Holdings, the Borrower or any Restricted Subsidiary in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition to the extent
constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments; 
 (l) Indebtedness consisting of obligations of Holdings, the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with the
First Lien Original Closing Date Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; 
 (m) First Lien Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

 (n) Indebtedness in an aggregate principal amount not to exceed $362,500,000, at any time outstanding;
provided that a maximum of $145,000,000 in aggregate principal amount of such Indebtedness (less the aggregate principal amount of Indebtedness of Foreign Subsidiaries that are not Guarantors outstanding at any time under
Section 7.03(g)) may be incurred by Foreign Subsidiaries that are not Guarantors; 
 (o) Indebtedness
consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

(p) Indebtedness incurred by Holdings, the Borrower or any of the Restricted Subsidiaries in respect of letters of credit,
bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or
liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30
days following the incurrence thereof; 

  
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 (q) obligations in respect of performance, bid, appeal and surety bonds and
performance and completion guarantees and similar obligations provided by Holdings, the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each
case in the ordinary course of business or consistent with past practice; 
 (r) [Reserved]; 

(s) Indebtedness supported by a letter of credit, in a principal amount not to exceed the face amount of such letter of
credit, so long as such letter of credit is otherwise permitted under this Section 7.03; 
 (t) [Reserved];

 (u) Indebtedness in respect of the High Yield Notes and the 2016 Senior Notes and any Permitted Refinancing
thereof, in an aggregate principal amount not to exceed $1,060,000,000; 
 (v) Indebtedness in respect of the
Existing Second Lien Notes and any Permitted Refinancing thereof; 
 (w) Permitted Refinancing Indebtedness;

 (x) Indebtedness under the First Lien Credit Agreement and the First Lien Debt Documents and any First Lien
Credit Agreement Permitted Refinancing Indebtedness (and any Permitted Refinancing thereof) in an aggregate principal amount not to exceed (except to the extent permitted to be increased pursuant to the definition of Permitted Refinancing) the sum
of (i) the aggregate principal amount of Indebtedness (including the face amount of all letters of credit issued thereunder) outstanding as of the date hereof under the First Lien Credit Agreement and the First Lien Debt Documents and
(ii) the aggregate principal amount of any existing commitments unutilized under the First Lien Credit Agreement and the First Lien Debt Documents as of the date hereof; 

(y) Pari Passu Lien Indebtedness in an aggregate principal amount not to exceed at any time outstanding the difference
between (i) $889,500,000 and (ii) the sum of (x) the aggregate principal amount of Existing Second Lien Notes (and any Permitted Refinancing thereof) outstanding at such time, (y) the aggregate principal amount of Indebtedness
permitted by Section 7.03(z) outstanding at such time and (z) the aggregate principal amount of Indebtedness outstanding at such time under the Loan Documents and any Permitted Refinancing Indebtedness; provided that 100% of the Net
Cash Proceeds of such Pari Passu Lien Indebtedness, shall be applied, substantially concurrently with the incurrence thereof, (x) to repay, prepay or refinance the Obligations, Senior Notes, New Senior Notes, 2016 Senior Notes, Permitted
Refinancing Indebtedness or Pari Passu Lien Indebtedness and pay related fees and expenses or (y) to consummate any other transaction permitted by this Agreement if, after giving effect to such


  
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transaction, the Total Leverage Ratio as of the last day of the immediately preceding Test Period would be less than the Total Leverage Ratio as of the last day of the immediately preceding Test
Period calculated on a Pro Forma Basis after giving effect to such transaction and the use of proceeds therefrom (as set forth on a certificate of a Responsible Officer provided by the Borrower); provided further that (i) the stated
final maturity of such Parri Passu Lien Indebtedness is not earlier than 91 days after the Latest Maturity Date in effect on the date of incurrence thereof, and such stated final maturity is not subject to any conditions that could result in such
stated final maturity occurring on a date that precedes such 91st day after giving effect to any similar conditions applicable in the determination of the Latest Maturity Date (it being understood that acceleration or mandatory repayment,
prepayment, redemption or repurchase of such Parri Passu Lien Indebtedness upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition shall not be deemed to constitute a change in the stated final
maturity thereof) and (ii) such Pari Passu Lien Indebtedness is incurred pursuant to an agreement or instrument containing terms and conditions (other than interest rate, redemption premiums and subordination terms) that, taken as a whole, are
materially no less favorable to Holdings and its Subsidiaries than the terms and conditions set forth in this Agreement as reasonably determined by Holdings in good faith; provided further that such Pari Passu Lien Indebtedness (and related
obligations) constitutes “Other Second Lien Obligations” (or similar term) under a Pari Passu Lien Intercreditor Agreement and is secured by Liens on all or any portion of the Collateral permitted by Section 7.01(cc); 

(z) Junior Lien Indebtedness in an aggregate principal amount not to exceed at any time the difference between
(i) $889,500,000 and (ii) the sum of (x) the aggregate principal amount of Pari Passu Lien Indebtedness outstanding at such time under Section 7.03(y), (y) the aggregate principal amount of Existing Second Lien Notes (and
any Permitted Refinancing thereof) outstanding at such time, and (z) the aggregate principal amount of Indebtedness outstanding at such time under the Loan Documents and any Permitted Refinancing Indebtedness; provided that 100% of the
Net Cash Proceeds of such Junior Lien Indebtedness, shall be applied, substantially concurrently with the incurrence thereof, to repay, prepay or refinance the Obligations, Senior Notes, New Senior Notes, 2016 Senior Notes, Permitted Refinancing
Indebtedness, Pari Passu Lien Indebtedness or Junior Lien Indebtedness and pay related fees and expenses; provided further that such Junior Lien Indebtedness (and related obligations) constitutes “Junior Priority Claims” under a
Junior Lien Intercreditor Agreement and is secured by Liens on all or any portion of the Collateral permitted by Section 7.01(dd); and 
 (aa) all premiums (if any), interest (including post-petition interest and any interest added after the Closing Date to the principal of any Indebtedness), fees, expenses, charges and additional or
contingent interest on obligations described in clauses (a) through (z) above. 
 SECTION 7.04. Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in
favor of any Person, except that: 
 (a) any Restricted Subsidiary may merge with (i) the Borrower
(including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or surviving Person and (y) such merger does not result in the Borrower ceasing
to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging
with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person; 

  
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 (b) (i) any Subsidiary that is not a Loan Party may merge or
consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best
interests of Holdings and its Subsidiaries and if not materially disadvantageous to the Lenders; 
 (c) any
Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or
the Borrower, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a
Loan Party in accordance with Sections 7.02 and 7.03, respectively; 
 (d) so long as no Default exists or would
result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the
Borrower (any such Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory
thereof, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably
satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Borrower’s
obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor
Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that
its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each
stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Borrower will succeed to, and be
substituted for, the Borrower under this Agreement; 

  
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 (e) so long as no Default exists or would result therefrom, any Restricted
Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted
Subsidiaries, shall have complied with the requirements of Section 6.11; 
 (f) so long as no Default exists
or would result therefrom and no material assets have been transferred to such Subsidiaries from Holdings or any Subsidiary thereof from the First Lien Original Closing Date to the date of such dissolution or liquidation, the Subsidiaries listed on
Schedule 7.04(f) may be dissolved or liquidated; and 
 (g) so long as no Default exists or would result
therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05. 
 SECTION 7.05. Dispositions. Make any Disposition, except: 

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of
business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries; 
 (b) Dispositions of inventory and immaterial assets in the ordinary course of business; 
 (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the
proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased); 

(d) Dispositions of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such
property is a Guarantor or the Borrower (i) the transferee thereof must either be the Borrower or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

 (e) Dispositions permitted by Sections 7.04 and 7.06, Liens permitted by Section 7.01 and Investments
permitted by Section 7.02; 
 (f) Dispositions of property (other than IP Collateral) pursuant to
sale-leaseback transactions; provided that (i) with respect to such property owned by Holdings, the Borrower or any Restricted Subsidiary on the First Lien Original Closing Date, the fair market value of all property so Disposed of after
the First Lien Original Closing Date (taken together with the aggregate book value of all property Disposed of pursuant to Section 7.05(j)) shall not exceed five percent (5%) of Total Assets per year and (ii) with respect to such
property acquired by Holdings, the Borrower or any Restricted Subsidiary 

  
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after the First Lien Original Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable)
of such property; 
 (g) Dispositions in the ordinary course of business of Cash Equivalents; 

(h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each
case in the ordinary course of business and which do not materially interfere with the business of Holdings, the Borrower and the Restricted Subsidiaries; 
 (i) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; 
 (j) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally
binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (j) (taken together with
the aggregate fair market value of all property Disposed of pursuant to Section 7.05(f)) shall not exceed five percent (5%) of Total Assets per year and (iii) with respect to any Disposition pursuant to this clause (j) for a
purchase price in excess of $14,500,000, Holdings, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received,
other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)); provided, however, that for the purposes of this clause (iii),
(A) any liabilities (as shown on Holdings’, the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings, the Borrower or such Restricted Subsidiary, other
than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings, the Borrower and all of the Restricted
Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Holdings, the Borrower or such Restricted Subsidiary from such transferee that are converted by Holdings, the Borrower or such
Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by Holdings, the Borrower or such Restricted
Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 2.5% of
Total Assets (as such term is defined in the Senior Notes Indenture as of the First Lien Original Closing Date) at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash; 

  
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 (k) any Disposition of any Subsidiary listed on Schedule 7.05(k), so
long as no material assets are transferred to any such Subsidiary from Holdings or any Subsidiary thereof after the First Lien Original Closing Date to the date of such Disposition; 

(l) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell
arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 
 (m) any Disposition of any Subsidiary listed on Schedule 7.05(m) to any wholly owned Subsidiary that is not a Loan Party so long as no material assets are transferred to any such Subsidiary from
Holdings or any Subsidiary thereof after the First Lien Original Closing Date to the date of such Disposition; 

(n) any Disposition of Equity Interests of Orbitz TopCo; and 

(o) the Disposition of the Second Lien Series A Notes to the Travelport Guarantor pursuant to the Investment Transaction;

 provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e) and (m) and
except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this
Section 7.05 to any Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Borrower, upon the certification by the
Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing. 

SECTION 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except: 

(a) the Borrower and each Restricted Subsidiary may make Restricted Payments to Holdings, the Borrower and to other
Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to Holdings, the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary
based on their relative ownership interests of the relevant class of Equity Interests); 
 (b) Holdings, the
Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

 (c) [Reserved]; 
 (d) [Reserved]; 

  
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 (e) to the extent constituting Restricted Payments, Holdings, the Borrower
and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f); 

(f) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise
of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (g) Holdings (or the Borrower or any Intermediate Holding Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) may pay (or make Restricted
Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings or of the Borrower or any Intermediate
Holding Company after a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its
Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or
director of Holdings or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (g) shall not exceed $29,000,000, in any calendar year (which shall increase to $36,250,000
subsequent to the consummation of a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case may be) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum
(without giving effect to the following proviso) of $36,250,000 in any calendar year (which shall increase to $72,500,000, subsequent to the consummation of a Qualifying IPO of Holdings, the Borrower or such Intermediate Holding Company, as the case
may be)); provided further that such amount in any calendar year may be increased by an amount not to exceed: 
 (i) the Net Cash Proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of Holdings and, to the extent contributed to Holdings, Equity Interests of any of Holdings’
direct or indirect parent companies, in each case to members of management, directors or consultants of Holdings, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the First Lien Original Closing Date, to
the extent the Net Cash Proceeds from the sale of such Equity Interests have been Not Otherwise Applied to the payment of Restricted Payments by virtue of Section 7.06(i); plus 

(ii) the Net Cash Proceeds of key man life insurance policies received by Holdings or its Restricted Subsidiaries after
the First Lien Original Closing Date; less 
 (iii) the amount of any Restricted Payments previously made
with the cash proceeds described in clauses (i) and (ii) of this Section 7.06(g); 

  
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 provided further that any cancellation of Indebtedness owing to Holdings from members of management
of Holdings, any of Holdings’ direct or indirect parent companies, the Borrower or any of Holdings’ Restricted Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any of its direct or indirect parent companies
will be deemed not to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; 
 (h) the Borrower and its Restricted Subsidiaries may make Restricted Payments to Holdings: 
 (i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of
consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately;

 (ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any
direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third
parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers
of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and its Subsidiaries; 
 (iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate
existence; 
 (iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by
Section 7.06(g); 
 (v) to finance any Investment permitted to be made pursuant to Section 7.02;
provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether
assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in
order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11; and 
 (vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) customary fees and expenses (other than to Affiliates)
related to any unsuccessful equity or debt offering permitted by this Agreement; 

  
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 (i) in addition to the foregoing Restricted Payments and so long as no
Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate
amount, together with the aggregate amount of (A) prepayments, redemptions, purchases, defeasance and other payments in respect of Subordinated Financings made pursuant to Section 7.14(a)(ii)(5) and (B) loans and advances to Holdings
made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), not to exceed the aggregate amount of Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to
Section 8.05) that are Not Otherwise Applied; and 
 (j) the Borrower and its Restricted Subsidiaries may
make Restricted Payments to Holdings the proceeds of which are used for the payment of consent, amendment or other similar fees to the holders of Extended Tranche A Loans (as defined in the PIK Credit Agreement) under the PIK Credit Agreement in
connection with any amendment, modification or change to the PIK Credit Agreement (or any waiver in connection therewith) made in accordance therewith in an aggregate amount (together with the aggregate amount of all payments of consent, amendment
or other similar fees to the holders of Senior Subordinated Notes in connection with any amendment, modification or change to the Senior Subordinated Notes Indenture (or any waiver in connection therewith) as contemplated by
Section 7.14(a)(ii)(6)) not to exceed $3,000,000. 
 SECTION 7.07. Change in Nature of Business. Engage in any
material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the date hereof or any business reasonably related or ancillary thereto. 

SECTION 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings whether or not
in the ordinary course of business, other than (a) transactions among Loan Parties or with any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as
favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate,
(c) the payment of fees and expenses related to the First Lien Transaction or the Restructuring Transaction, (d) the issuance of Equity Interests to the management of Holdings or any of its Subsidiaries in connection with the First Lien
Transaction, (e) the payment of management and monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the First Lien
Original Closing Date and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the First Lien Original Closing Date and related indemnities and reasonable expenses, (f) equity
issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other transactions by Holdings, 

  
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the Borrower and the Restricted Subsidiaries to the extent permitted under this Article VII, (h) employment and severance arrangements between Holdings, the Borrower and the Restricted
Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing
agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (j) the payment
of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable
to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the
extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m) customary payments by Holdings, the Borrower and any Restricted Subsidiaries
to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the
majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith, and (n) the consummation of the Restructuring Transaction. 

SECTION 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any
other Loan Document) that limits the ability of (a) any Restricted Subsidiary that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to
exist Liens on property of such Person for the benefit of the Lenders with respect to the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which
(i) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth
in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual
Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming
a Restricted Subsidiary; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness
of a Restricted Subsidiary which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other
similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any
holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Subordinated
Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii)

  
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comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or 7.03(g) to the extent that such restrictions apply only to the
property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting
subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business,
(xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are restrictions set forth in the First Lien Debt Documents, any Permitted Refinancing Indebtedness
Documentation or First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation, (xiii) are restrictions set forth in the Existing Second Lien Indenture, provided that (x) with respect to clause (a) above, such
restrictions are no more onerous than those set forth herein and in the other Loan Documents and (y) with respect to clause (b) above, such restrictions do not prevent compliance with the collateral and guarantee requirements set forth in
the Loan Documents or (ix) are restrictions set forth in the definitive documentation with respect to any Junior Lien Indebtedness or any Pari Passu Lien Indebtedness, provided that (x) with respect to clause (a) above, such
restrictions are no more onerous than those set forth herein and in the other Loan Documents and (y) with respect to clause (b) above, such restrictions do not prevent compliance with the collateral and guarantee requirements set forth in
the Loan Documents. 
 SECTION 7.10. Minimum Liquidity. Permit the Minimum Cash as of the end of any fiscal quarter
ending after the Closing Date to be less than the Minimum Amount. 
 SECTION 7.11. Maximum Total Leverage Ratio. Permit
the Total Leverage Ratio for any Test Period ending on any date set forth below to be greater than the ratio set forth below opposite such date: 
  

									
	Fiscal Year	 	March 31	 	June 30	 	September 30	 	December 31
	2013	 	8.125:1	 	8.125:1	 	8.125:1	 	8.125:1
	2014	 	8.125:1	 	8.125:1	 	7.875:1	 	7.875:1
	Thereafter	 	7.625:1	 	7.625:1	 	7.625:1	 	7.625:1

 SECTION 7.12. Maximum Senior Secured Leverage Ratio. Permit the Senior Secured Leverage Ratio for
any Test Period ending on any date set forth below to be greater than the ratio set forth below opposite such date: 
  

									
	Fiscal Year	 	March 31	 	June 30	 	September 30	 	December 31
	2013	 	6.25:1	 	6.25:1	 	6.00:1	 	6.00:1
	2014	 	5.85:1	 	5.85:1	 	5.85:1	 	5.85:1
	Thereafter	 	5.55:1	 	5.55:1	 	5.55:1	 	5.55:1

 SECTION 7.13. Accounting Changes. Make any change in fiscal year; provided, however,
that Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby
authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year. 

  
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 SECTION 7.14. Prepayments, Etc. of Indebtedness 

(a) (i) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner,
or make any payment of interest in respect of, (A) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the
terms of the Loan Documents (other than, for the avoidance of doubt, any Junior Lien Indebtedness and any Pari Passu Lien Indebtedness) (collectively, “Subordinated Financing”), or (B) any Junior Lien Indebtedness or any
Indebtedness under the Existing Second Lien Indenture, or (ii) make any payment in violation of any subordination terms of any Subordinated Financing Documentation, except in the case of clauses (i) and (ii), (1) the refinancing
thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any Loans pursuant
to Section 2.05(b), or of any Indebtedness of Holdings, (2) the conversion of any Subordinated Financing or any Junior Lien Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or
indirect parents, (3) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent not prohibited by the Collateral Documents, (4) the payment of regularly scheduled
interest in respect of any Junior Lien Indebtedness or Subordinated Financings, (5) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Financings prior to their scheduled maturity in an aggregate
amount, together with the aggregate amount of (A) Restricted Payments made pursuant to Section 7.06(i) and (B) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the amount of Net Cash Proceeds of
Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05 that are Not Otherwise Applied), (6) the payment of consent, amendment or other similar fees to the holders of Senior Subordinated Notes in
connection with any amendment, modification or change to the Senior Subordinated Notes Indenture (or any waiver in connection therewith) made in accordance with Section 7.14(b) in an aggregate amount (together with the aggregate amount of
Restricted Payments made pursuant to Section 7.02(j) not to exceed $3,000,000 and (7) prepayments of Indebtedness and related obligations under the 1.5 Lien Credit Agreement on the Closing Date in an aggregate principal amount not to
exceed $175,000,000 plus accrued and unpaid interest and prepayment penalties. 
 (b) Amend, modify or change in
any manner materially adverse to the interests of the Lenders any term or condition of any Subordinated Financing Documentation without the consent of the Administrative Agent. 

SECTION 7.15. Equity Interests of the Borrower and Restricted Subsidiaries. Permit any Domestic Subsidiary that is a Restricted
Subsidiary to become a non-wholly owned Subsidiary, except to the extent such Restricted Subsidiary continues to be a Guarantor or in connection with a sale of all of such Restricted Subsidiary. 

  
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 SECTION 7.16. Holding Company; Foreign Subsidiaries. In the case of Holdings,
Intermediate Parent and TDS Intermediate Parent, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Borrower and Travelport (Bermuda) Ltd. or other
Foreign Subsidiaries, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, (iv) the performance of the First Lien Debt Documents to which it is a party, (v) the performance of the definitive
documentation in respect of any Junior Lien Indebtedness or Pari Passu Lien Indebtedness to which it is a party, (vi) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by this Article VII or
(vii) any transaction that Holdings, Intermediate Parent or TDS Intermediate Parent is permitted to enter into or consummate under this Article VII. 
 SECTION 7.17. Matching Liens and Guarantees. Subject to Section 6.17, permit (i) any Lien to be granted on any asset or property (other than the First Lien Tranche S Collateral Account
and any assets credited to the First Lien Tranche S Collateral Account) of Holdings, the Borrower or any Restricted Subsidiary pursuant to Sections 7.01(r), (aa), (bb), (cc) or (dd) unless a Lien has also been granted to the Collateral Agent on such
asset or property to secure the Obligations, or (ii) any Restricted Subsidiary to Guarantee any Senior Lien Indebtedness, Pari Passu Lien Indebtedness, Junior Lien Indebtedness, the High Yield Notes (and any Permitted Refinancing thereof) or
the 2016 Senior Notes (and any Permitted Refinancing thereof) unless such Restricted Subsidiary has entered into a Guaranty. 

ARTICLE VIII 
 EVENTS OF DEFAULT AND REMEDIES 
 SECTION 8.01. Events of
Default. From the Closing Date until the date on which all Loans and other Obligations shall have been paid in full, any of the following events referred to in any of clauses (a) through (m) inclusive of this Section 8.01 shall
constitute an “Event of Default”; provided that the events referred to in clauses (e), (f), (g), (h), (i) and (k) shall constitute an Event of Default from the Effective Date: 

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein,
any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or 

(b) Specific Covenants. Holdings or the Borrower fails to perform or observe any term, covenant or agreement
contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to Holdings and the Borrower), Section 6.18 or Article VII; provided that any Event of Default under Section 7.11 or 7.12 is subject to cure as contemplated by
Section 8.05; or 
 (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant
or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to
the Borrower; or 

  
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 (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or
misleading in any material respect when made or deemed made; or 
 (e) Cross-Default. Any Loan Party or
any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), in respect of any Indebtedness
(other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs
(other than, with respect to Indebtedness consisting of First Lien Secured Hedge Agreements, termination events or equivalent events pursuant to the terms of such First Lien Secured Hedge Agreements), the effect of which default or other event is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to
secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

 (f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or
similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to
all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or 

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or
admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material
part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or 

  
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 (h) Judgments. There is entered against any Loan Party or any
Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment
or order and has not denied or failed to acknowledge coverage thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, (ii) any Loan Party or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could
reasonably be expected to result in a Material Adverse Effect, or (iii) a termination, withdrawal or noncompliance with applicable Law or plan terms or termination, withdrawal or other event similar to an ERISA Event occurs with respect to a
Foreign Plan that could reasonably be expected to result in a Material Adverse Effect; or 
 (j) Invalidity of
Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under
Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or
enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations), or purports in
writing to revoke or rescind any Loan Document; or 
 (k) Change of Control. There occurs any Change of
Control; or 
 (l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant
to the terms of this Agreement shall for any reason (other than pursuant to the terms hereof or thereof, including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority
required by the Collateral Documents (or other security purported to be created on the applicable Collateral), on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under
Section 7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities
pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such
insurer has not denied or failed to acknowledge coverage, (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free 

  
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of Liens other than Liens created by the First Lien Collateral Documents, Liens created by the Pari Passu Lien Collateral Documents, Liens created by the Existing Second Lien Indenture Collateral
Documents, Liens created by the collateral documents governing any Permitted Refinancing of any Pari Passu Lien Indebtedness or Junior Lien Indebtedness, or any nonconsensual Liens arising solely by operation of Law or (iii) the Pari Passu Lien
Intercreditor Agreement or any Junior Lien Intercreditor Agreement is not or ceases to be binding on or enforceable against any party thereto (or against any person on whose behalf any such party makes any covenant or agreements therein), or shall
otherwise not be effective to create the rights and obligations purported to be created thereunder; or 
 (m)
Subordinated Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured
Financing” (or any comparable term) under, and as defined in any Subordinated Financing Documentation or (ii) the subordination provisions set forth in any Subordinated Financing Documentation shall, in whole or in part, cease to be
effective or cease to be legally valid, binding and enforceable against the holders of any Subordinated Financing, if applicable. 
 SECTION 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, and at the request of the Required Lenders shall, take any or all of
the following actions: 
 (a) declare the commitment of each Lender to make Loans or otherwise extend credit to
the Borrower hereunder to be terminated, whereupon such commitments and obligation shall be terminated; 
 (b)
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and 
 (c)
exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; 
 provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to
make Loans or otherwise extend credit to the Borrower hereunder shall automatically terminate without further act of the Administrative Agent or any Lender. 
 SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any
such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed
fiscal quarter of Holdings, have assets with a value in excess of 5% of the consolidated total assets of Holdings, Borrower and the 

  
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Restricted Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the total consolidated revenues of Holdings, the
Borrower and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for
purposes of determining whether the condition specified above is satisfied). 
 SECTION 8.04. Application of Funds. After
the exercise of remedies provided for in Section 8.02 and subject to the provisions of the First Lien Intercreditor Agreement, any other Senior Lien Intercreditor Agreement and any Pari Passu Lien Intercreditor Agreement, any amounts received
by the Administrative Agent or the Collateral Agent on account of the Obligations shall be applied by the Administrative Agent in the following order; provided that, subject to applicable Law, the Collateral Agent shall have absolute
discretion as to the time of application of any proceeds of any sale or collection of Collateral in accordance with the Loan Documents: 
 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under
Section 10.04 and amounts payable under Article III) payable to each Agent in its capacity as such and any of its Agent-Related Persons in connection with its capacity as such; 

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

 Third, to payment of that portion of the Obligations constituting accrued and unpaid interest and
premium, if any, on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; 
 Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth
held by them; 
 Fifth, to the payment of all other Obligations of the Loan Parties that are due and
payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, (i) in accordance
with the Intercreditor Agreements or (ii) to the extent not required to be applied as set forth in clause (i) pursuant to any Intercreditor Agreement, to the Borrower or as otherwise required by Law. 

  
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 SECTION 8.05. Borrower’s Right to Cure. 

(a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default
resulting from a violation of the covenants set forth in Section 7.11 or 7.12 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal
quarter hereunder, Holdings or an Intermediate Holding Company (or, following a Qualifying IPO, the Borrower) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase
Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower through capital contribution of such Net Cash Proceeds by Holdings or an Intermediate Holding
Company to the Borrower no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the
aggregate amount necessary to cure such Event of Default from a violation of the covenants set forth in Section 7.11 or 7.12 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for
purposes of calculating any financial ratios other than as applicable to Sections 7.11 or 7.12 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

 (b) In each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters
in which no cure set forth in Section 8.05(a) is made. 
 ARTICLE IX 

ADMINISTRATIVE AGENT AND OTHER AGENTS 
 SECTION 9.01. Appointment and Authorization of Agents. 
 (a)
Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers
and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers and discretion as are reasonably incidental thereto. In addition, to the extent required under the Laws of
any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Collateral Document governed by the Laws of such jurisdiction on such
Lender’s behalf. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent and the Collateral Agent shall have no duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent, as applicable. 

  
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Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties. 
 (b) [Reserved]. 

(c) The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders
hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding
and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as
Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the
Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, as though such co-agents,
sub-agents and attorneys-in-fact were the Collateral Agent) as if set forth in full herein with respect thereto. 
 SECTION
9.02. Delegation of Duties. The Administrative Agent or the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document (including, in the case of the Collateral Agent, for purposes of holding or enforcing
any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The Administrative Agent and the Collateral Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction). 

SECTION 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by
any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent
jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or
any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under
the Collateral 

  
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Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any
Loan Party or any Affiliate thereof. 
 SECTION 9.04. Reliance by Agents. 

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully
justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such other number of Lenders as may be expressly required (or as may be believed by such Agent to be required) hereunder in any
instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Notwithstanding anything herein to the contrary, no Agent shall have any liability arising from, or be responsible for any
loss, cost or expense suffered by any Loan Party or any Lender as a result of, calculations or determinations of the Applicable Premium Amount. 
 (b) For purposes of determining compliance with the conditions specified in Section 4.01 or 4.02 or any corresponding Section of any amendment agreement with respect to this Agreement, each Lender
that has signed this Agreement or any such amendment agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document (including the Intercreditor Agreements to be entered into on the Closing Date) or other
matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender. 
 SECTION 9.05.
Notice of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required
to be paid to the Administrative Agent or the Collateral Agent for the account of the Lenders, unless the Administrative Agent or the Collateral Agent shall have received written notice from a Lender or the Borrower referring to this Agreement,
describing such Default and stating that such notice is a “notice of default.” The Administrative Agent and the Collateral Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action
with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; 

  
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provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders. 

SECTION 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made
any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently
and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own evaluation of this Agreement and the other Loan
Documents and decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such appraisals
and investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person. 

SECTION 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against
any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross
negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the
Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any
Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent
and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative 

  
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Agent or the Collateral Agent, as applicable, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the
Collateral Agent, as applicable, is not reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall not affect the Loan Parties’ continuing reimbursement obligations with respect
thereto. The undertaking in this Section 9.07 shall survive the payment of all Obligations and the resignation of the Administrative Agent or the Collateral Agent, as applicable. 

SECTION 9.08. Agents in their Individual Capacities. Credit Suisse and its Affiliates may make loans to, issue letters of credit
for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though
Credit Suisse AG was not the Administrative Agent or Collateral Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Credit Suisse or its Affiliates may receive information
regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that neither the Administrative Agent nor the Collateral Agent shall
be under any obligation to provide such information to them. With respect to its Loans, if any, Credit Suisse AG shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise such rights
and powers as though it were not the Administrative Agent or the Collateral Agent, as applicable, and the terms “Lender” and “Lenders” include Credit Suisse AG in its individual capacity. 

SECTION 9.09. Successor Agents. The Administrative Agent or the Collateral Agent may resign as the Administrative Agent or the
Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successor agent for the
Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or
delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the
Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring
Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent or collateral agent, as the case may be, and
the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or Collateral Agent’s
resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent or Collateral Agent (or, in the case of the Collateral Agent, while it held the security interest as contemplated below). If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date
which is thirty (30) days following the 

  
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retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon
become effective and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, and the Lenders shall perform all of the duties of the
Administrative Agent or the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above; provided that, solely for purposes of maintaining any security interest granted to the
Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Collateral Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case
of any Collateral in the possession of the Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this Section 9.09 (it
being understood and agreed that the retiring Collateral Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to (a) continue the perfection of the Liens granted or
purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied). 
 SECTION 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Administrative Agent, the Collateral Agent and the other Secured Parties (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Administrative Agent, the Collateral Agent and their respective agents and counsel and all other amounts due the Lenders, the Administrative Agent
and the Collateral Agent under Sections 2.09 and 10.04) allowed in such judicial proceeding; and 
 (b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04. 

  
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 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize
or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the
claim of any Lender in any such proceeding. 
 SECTION 9.11. Collateral and Guaranty Matters. The Lenders irrevocably
agree that: 
 (a) any Lien on any property granted to or held by the Administrative Agent or the Collateral
Agent under any Loan Document shall be automatically released (i) upon the payment in full of all Obligations (other than contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such
Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any of its Domestic Subsidiaries that are Restricted
Subsidiaries; provided that no Lien granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document on any property shall be released unless all Senior Liens, Pari Passu Liens and Junior Liens on such property
are released substantially simultaneously in the same manner, (iii) if such Lien was required solely as a result of the application of clause (i) or (j) of the definition of Collateral and Guarantee Requirement and such Lien is no
longer required to be provided pursuant to clause (k) of the definition of Collateral and Guarantee Requirement, (iv) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required
Lenders or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; 

(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral
Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); provided that no Lien granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document on any
property shall be released or subordinated unless all Senior Liens, Pari Passu Liens and Junior Liens on such property are released or subordinated substantially simultaneously in the same manner; and 

(c) any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a
Restricted Subsidiary as a result of a transaction or designation permitted hereunder or if such Guarantor was required to provide a Guaranty solely as a result of the application of clause (i) or (j) of the definition of Collateral and
Guarantee Requirement and is no longer required to provide a Guaranty pursuant to clause (k) of the definition of Collateral and Guarantee Requirement; provided that no such release shall occur if such Guarantor continues to be a
guarantor in respect of Indebtedness under the First Lien Credit Agreement, the High Yield Notes (or any Permitted Refinancing thereof), the Existing Second Lien Notes, the 2016 Senior Notes (or any Permitted Refinancing thereof) or any Pari Passu
Lien Indebtedness, Junior Lien Indebtedness, First Lien Credit Agreement Permitted Refinancing Indebtedness, Subordinated Financing or any Permitted Refinancing Indebtedness. 

  
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 Upon request by the Administrative Agent or the Collateral Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent or the Collateral Agent to), at
the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest
granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11. 

In addition, each Lender acknowledges that (a) obligations of the Borrower and the Guarantors under the First Lien Debt Documents
and Indebtedness thereunder, any Permitted Refinancing Indebtedness or First Lien Credit Agreement Permitted Refinancing Indebtedness, and certain obligations related thereto, may be secured by Liens on assets of the Borrower and the Guarantors that
constitute Collateral to the extent permitted hereby and (b) obligations of the Borrower and the Guarantors under (i) documentation relating to any Pari Passu Lien Indebtedness and any Permitted Refinancing thereof and certain obligations
related thereto and (ii) documentation relating to any Junior Lien Indebtedness and any Permitted Refinancing thereof and certain obligations related thereto, may be secured by Liens on assets of the Borrower and the Guarantors that constitute
Collateral to the extent permitted hereby. Each Lender hereby irrevocably authorizes the Administrative Agent and/or the Collateral Agent to execute and deliver (a) on the Closing Date, the First Lien Intercreditor Agreement and the Pari Passu
Lien Intercreditor Agreement described in clause (i) of the definition thereof, and (b) from time to time after the Closing Date, any other Senior Lien Intercreditor Agreement, any other Pari Passu Lien Intercreditor Agreement or any
Junior Lien Intercreditor Agreement and any documents relating to any of the foregoing (including any amendments to the Collateral Documents) as the Borrower may request and the Administrative Agent and the Collateral Agent shall determine to be
appropriate to cause such Indebtedness, and certain obligations related thereto, to be secured as contemplated hereunder, in each case subject to the requirements set forth herein with respect to such Indebtedness and without any further consent,
authorization or other action by any Lender. In the case of any Collateral the perfection of which, or the enforcement of rights in respect of which, is governed by the Laws of a jurisdiction other than the United States of America, each Lender
hereby irrevocably authorizes the Administrative Agent and/or the Collateral Agent (i) to execute and deliver any other intercreditor agreement that the Administrative Agent and/or the Collateral Agent shall have determined will, to the extent
practicable, provide to the Lenders substantially the same benefits, and impose upon the Lenders substantially the same burdens, in respect of their rights in respect of such Collateral or any Lien thereon as is contemplated by the applicable
Intercreditor Agreement (and any such other intercreditor agreement shall, for all purposes hereof (including Section 10.01), be deemed to be an Intercreditor Agreement of the applicable type) and (ii) to the extent the Administrative
Agent and/or the Collateral Agent shall have determined that the granting or perfection of multiple Liens on any Collateral is not permitted or reasonably practicable to achieve under the Laws of such jurisdiction, to enter into such alternative
collateral documents, including collateral documents providing for a single Lien securing the Obligations and any other Indebtedness or obligations, as the Administrative Agent and/or the Collateral Agent shall have determined to be


  
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advisable for purposes of providing, to the extent practicable, the Lenders substantially the same benefits, and imposing upon the Lenders substantially the same burdens, in respect of their
rights in respect of any Collateral or any Lien thereon as is contemplated by the applicable Intercreditor Agreement. Each Lender irrevocably agrees that (A) upon the execution and delivery of any Senior Lien Intercreditor Agreement, any Pari
Passu Lien Intercreditor Agreement, or any Junior Lien Intercreditor Agreement (or any other intercreditor agreement referred to above) and any documents relating to any of the foregoing (including any amendments to the Collateral Documents), each
Lender will be bound by the provisions thereof as if it were a signatory thereto and will take no actions contrary to the provisions thereof and (B) none of the Lenders or any other Secured Party shall have any right of action whatsoever
against the Administrative Agent or the Collateral Agent as a result of any action taken by such Agent as contemplated by this paragraph or in accordance with the terms of any Senior Lien Intercreditor Agreement, any Pari Passu Lien Intercreditor
Agreement or any Junior Lien Intercreditor Agreement (or any other intercreditor agreement referred to above) or any documents relating to any of the foregoing. Each Lender acknowledges that, to the extent set forth in the definitions of such terms,
the terms and conditions of any Senior Lien Intercreditor Agreement, any Pari Passu Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement (and, as set forth above, the terms and conditions of any other intercreditor agreement
referred to above and any alternative collateral documents) shall be determined by the Administrative Agent, and hereby irrevocably authorizes the Administrative Agent to make such determination and agrees that neither the Administrative Agent nor
any of its Agent-Related Persons shall have any liability in connection with (and none of the Lenders or any other Secured Party shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of) any
such determination. Each Lender further irrevocably authorizes the Administrative Agent and the Collateral Agent to enter into such amendments, supplements or other modifications to any Intercreditor Agreement (or any other intercreditor agreement
referred to above) in connection with any extension, renewal, refinancing or replacement of any Loans or any other Indebtedness as the Administrative Agent or the Collateral Agent, as applicable, may determine to be required to give effect thereto,
in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. 
 SECTION
9.12. Other Agents and Arrangers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “joint bookrunner” or “arranger” shall have any
obligation, liability, responsibility or duty under this Agreement other than (if such Person is a Lender) those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be
deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking
action hereunder. 
 SECTION 9.13. Appointment of Supplemental Administrative Agents or Collateral Agents. 

(a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any
jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any


  
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of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of
any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby
authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent
(any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”). 

(b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any
Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral
shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such
Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and
be enforceable by either the Administrative Agent or such Supplemental Administrative Agent and (ii) the provisions of Section 8.02, this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the
benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

 (c) Should any instrument in writing from the Borrower, Holdings or any other Loan Party be required by any
Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower or Holdings, as applicable, shall, or shall cause
such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign
or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental
Administrative Agent. 
 ARTICLE X 
 MISCELLANEOUS 
 SECTION 10.01. Amendments, Etc. Except as
otherwise set forth in this Agreement (including Sections 2.14 and the succeeding provisions of this Section 10.01) or in 

  
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any Intercreditor Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party
therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that, no such amendment, waiver or consent shall: 
 (a) extend or
increase the Commitment of any Lender to make Loans hereunder without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.01 or 4.02 or the waiver of
any Default, mandatory prepayment or mandatory reduction of the commitment to make Loans hereunder shall not constitute an extension or increase of any Commitment of any Lender); 

(b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07
or 2.08 or any payment of any prepayment premium under Section 2.05(e), in each case, without the written consent of each Lender directly affected thereby (it being understood that the waiver of (or amendment to the terms of) any mandatory
prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal, interest or premium); 
 (c) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (i) of the second proviso to this Section 10.01) any fees or other amounts payable
hereunder or under any other Loan Document (including any prepayment premium under Section 2.05(e)) without the written consent of each Lender directly affected thereby (it being understood that only the consent of the Required Lenders shall be
necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate); 
 (d) change any provision of this Section 10.01, the definition of “Required Lenders,” “Tranche 1 Required Lenders,” “Tranche 2 Required Lenders” or “Pro Rata
Share” (or any other provision of any Loan Document specifying the number or percentage of Lenders) or Section 2.13 or 8.04 without the written consent of each Lender affected thereby; 

(e) other than in a transaction permitted under Section 7.05 or as provided in any Senior Lien Intercreditor
Agreement, release all or substantially all of the Collateral from the Liens of the Collateral Documents in any transaction or series of related transactions, without the written consent of each Lender (except as expressly provided in the applicable
Collateral Documents (including any such release by the Administrative Agent or the Collateral Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under the Collateral Documents), it being
understood that an amendment or other modification of the type of obligations secured by the Collateral Documents shall not be deemed to be a release of the Collateral from the Liens of the Collateral Documents); 

  
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 (f) other than in a transaction permitted under Section 7.04 or 7.05,
release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender (except as expressly provided in the applicable Collateral Documents (including any such release by the Administrative Agent or the
Collateral Agent in connection with any sale or other disposition of any Subsidiary upon the exercise of remedies under the Collateral Documents), it being understood that an amendment or other modification of the type of obligations guaranteed
under the Collateral Documents shall not be deemed to be a release of any Guarantee); or 
 (g) change the
currency in which any Loan is denominated of any Loan without the written consent of the Lender holding such Loans; 
 and provided
further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts
payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document, (ii) if any amendment, waiver or other modification shall, by its terms, disproportionately and adversely affect the
rights of the Tranche 1 Lenders or the Tranche 2 Lenders, as applicable, hereunder, then such amendment, waiver or other modification shall also require the consent of the Tranche 1 Required Lenders or the Tranche 2 Required Lenders (in addition to
the consent of the Required Lenders), as the case may be and (iii) if any amendment, waiver or other modification shall, by its terms, disproportionately and adversely affect the rights of any Lender (and not the entire Class of Lenders of
which such Lender is a party), then such amendment, waiver or other modification shall also require the consent of such Lender (in addition to the consent of the Required Lenders). 

In connection with any amendment, waiver or consent to this Agreement or other Loan Document, (i) upon the Borrower’s request,
each Lender that is included in a determination of Required Lenders, the Tranche 1 Required Lenders or the Tranche 2 Required Lenders for purposes of determining the effectiveness of any such amendment, waiver or consent shall deliver to the
Administrative Agent a written representation indicating whether such Lender is a Debt Affiliate (a “Lender Debt Affiliate Representation Letter”). The Administrative Agent and the Borrower acting in good faith shall each be
entitled to conclusively rely upon such representation (without independent inquiry or investigation except as provided below) for all purposes hereunder so long as the Borrower has, and shall deliver a written certification to the Administrative
Agent prior to the effectiveness of any such amendment, waiver or consent indicating that it has, no earlier than ten (10) Business Days prior to the voting date of any such amendment, waiver or consent, (a) requested each Person that
holds more than 5% of the Equity Interests in Holdings and/or its Subsidiaries in the aggregate to each provide a list of all of its Debt Affiliates, if any (each, a “Debt Affiliate List”), to the Borrower and (b) received a
Debt Affiliate List from each such Person (the actions described in clauses (a) and (b) are referred to herein as the “Borrower Diligence Procedures”). The Borrower shall be permitted to conclusively rely on each Debt
Affiliate List for all purposes hereunder unless a Responsible Officer of the Borrower has actual knowledge that the information provided on such Debt Affiliate List was inaccurate. 

  
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 Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan
Document, so long as the Borrower has (i) received a Lender Debt Affiliate Letter from each Lender that is included in a determination of Required Lenders, the Tranche 1 Required Lenders or the Tranche 2 Required Lenders for purposes of
determining the effectiveness of any such amendment, waiver or consent, (ii) followed the Borrower Diligence Procedures described above, and (iii) no Responsible Officer of the Borrower has actual knowledge that the information provided on
any Debt Affiliate List submitted in connection with any such amendment, waiver or consent was inaccurate or that one or more Lenders that are Debt Affiliates have been included in a determination of Required Lenders, the Tranche 1 Required Lenders
or the Tranche 2 Required Lenders for purposes of determining the effectiveness of any such amendment, waiver or consent, each Lender agrees that any amendment, waiver or consent to this Agreement or any other Loan Document shall be effective
regardless of whether any Lender makes an accurate representation as to whether or not such Lender is a Debt Affiliate and no breach, Default or Event of Default shall be triggered hereunder or under any other Loan Document based on the inaccuracy
of such representation by such Lender. 
 If any amendment, waiver or modification to this Agreement shall increase the yield
payable with respect to the Tranche 1 Loans (as determined by the Administrative Agent), then the Borrower shall have the option in its sole discretion, but shall be under no obligation, to increase the interest rate then in effect for the Tranche 2
Loans by the increase in yield payable with respect to the Tranche 1 Loans pursuant to such amendment, waiver or modification (with 50% or more of such additional interest being payment-in-kind interest). Any such increase shall be effected pursuant
to a written agreement by the Borrower and acknowledged by the Administrative Agent. This paragraph may not be amended, waived or modified without the consent of the Borrower and the Tranche 2 Required Lenders. 

No fee or other consideration shall be paid to any Lender for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Agreement unless (i) such consideration is offered to be paid to all Lenders (it being understood and agreed that such consideration shall, at the option of the Borrower, be paid solely to consenting Lenders) and
(ii) any Lender not entitled to vote in respect of such consent, waiver or amendment because it is a Debt Affiliate is paid consideration in the amount and type offered to the other Lenders as if such Lender had voted in favor of such consent,
amendment or waiver. 
 Notwithstanding the foregoing, any provision of this Agreement or any other Loan Document may be amended
by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, (a) such amendment does not adversely affect the rights of any Lender or
(b) the Lenders shall have received at least ten (10) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within ten (10) Business Days of the date of such notice to the Lenders, a
written notice from the Required Lenders stating that the Required Lenders object to such amendment. 
 Notwithstanding the
foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit
the 

  
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extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents
with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders or “Pro Rata Share” (or any other provision
of any Loan Document specifying the number or percentage of Lenders) or Section 2.13 or 8.04. 
 Notwithstanding the
foregoing, no consent of the Borrower or any Loan Party shall be required for amendments or waivers to any Intercreditor Agreement except to the extent expressly set forth in such Intercreditor Agreement. 

Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related
documents executed by Holdings or any of its Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent (including in connection with any alternative collateral arrangements referred to in
Section 9.11) and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is
delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and
the other Loan Documents. 
 Notwithstanding anything herein to the contrary or in any other Loan Document, (a) the
Administrative Agent or the Collateral Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan Party set forth in this Agreement or in any other Loan Document to the extent such
departure is consistent with the authority of the Administrative Agent or the Collateral Agent set forth in the definition of the term “Collateral and Guarantee Requirement” and (ii) the Administrative Agent or the Collateral Agent
and the Borrower may, without the consent of any Lender or any other Person, amend this Agreement and the Loan Documents to add provisions with respect to “parallel debt” and other non-U.S. guarantee and collateral matters, including any
authorizations, collateral trust arrangements or other granting of powers by the Lenders and the other Secured Parties in favor of the Administrative Agent or the Collateral Agent, in each case if such amendment is necessary or desirable to create
or perfect, or preserve the validity, legality, enforceability and perfection of, the Guarantees and Liens contemplated to be created pursuant to this Agreement or the other Loan Documents (with the Borrower hereby agreeing to provide its agreement
to any such amendment to this Agreement or any other Loan Document reasonably requested by the Administrative Agent). 
 SECTION
10.02. Notices and Other Communications; Facsimile Copies. 
 (a) General. Unless otherwise
expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the
applicable address, facsimile number or electronic mail address, as follows: 
 (i) if to the Borrower, the
Administrative Agent, the Collateral Agent or the Tranche 1 Initial Lender, to the address, facsimile number or electronic mail address specified for such Person on Schedule 10.02 or to such other address, facsimile number or electronic mail
address as shall be designated by such party in a notice to the other parties; and 
 (ii) if to any Lender, to
the address, facsimile number or electronic mail address specified in its Administrative Questionnaire or to such other address, facsimile number or electronic mail address as shall be designated by such party in a notice to the Borrower and the
Administrative Agent. 

  
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 All such notices and other communications shall be deemed to be given or made upon the earlier to occur of
(i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in
the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when
delivered; provided that notices and other communications to the Administrative Agent pursuant to Article II shall not be effective until actually received by the Administrative Agent. In no event shall a voice mail message be effective as a
notice, communication or confirmation hereunder. 
 Each of Holdings and the Borrower hereby agree, unless directed otherwise by
the Administrative Agent or unless the electronic mail addresses referred to below has not been provided by the Administrative Agent to Holdings and the Borrower, that it will, or will cause its respective Subsidiaries to, provide to the
Administrative Agent and the Collateral Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent and the Collateral Agent pursuant to the Loan Documents or to the Lenders under Article VI,
including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a notice pursuant to Section 2.02,
(b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or
(d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Loans (all such non-excluded communications being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent or the Collateral Agent, as applicable, to an electronic mail address as directed by the Administrative Agent
or the Collateral Agent, as applicable. In addition, Holdings and the Borrower agree, and agree to cause their respective Subsidiaries, to continue to provide the Communications to the Administrative Agent, the Collateral Agent or the Lenders, as
the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent or the Collateral Agent. 
 Holdings and the Borrower hereby acknowledge that (a) the Administrative Agent and the Collateral Agent will make available to the Lenders materials and/or information provided by or on behalf of
Holdings or the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system 

  
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(the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with
respect to Holdings, the Borrower, their respective Affiliates or their respective securities) (each, a “Public Lender”). Holdings and the Borrower hereby agree that (i) all Borrower Materials that are to be made available to
Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials
“PUBLIC,” Holdings and the Borrower shall be deemed to have authorized the Administrative Agent, the Collateral Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to
Holdings, the Borrower, their respective Affiliates or their respective 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 10.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (iv) the
Administrative Agent and the Collateral Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.”
Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent and the Collateral Agent promptly that any such document contains material non-public
information: (A) the Loan Documents and (B) notification of changes in the terms of the Loan Documents. Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by Holdings, the Borrower, the
Administrative Agent or the Collateral Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information with respect to Holdings, the
Borrower, their respective Affiliates or their respective securities for purposes of United States Federal and state securities Laws. Each Lender represents to Holdings, the Borrower, the Administrative Agent and the Collateral Agent that it has
developed compliance procedures regarding the use of material non-public information and that it will handle material non-public information in accordance with such procedures and applicable Law, including United States Federal and state securities
Laws. 
 Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have
selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and
applicable Law, including United States Federal and state securities Laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to Holdings, the Borrower, their respective Affiliates or their respective securities for purposes of United States Federal or state securities Laws. 

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY OF
THE AGENT-RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
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A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY OF THE AGENT-RELATED
PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY OF THE AGENT-RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF
ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE TRANSMISSION
BY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY AGENT-RELATED PARTY OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL AND NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 
 The Administrative
Agent agrees that the receipt of the Communications by the Administrative Agent at its provided e-mail address shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender
agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents.
Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the
foregoing notice may be sent to such e-mail address. 
 Nothing herein shall prejudice the right of the Administrative Agent,
the Collateral Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document. 
 (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to
applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders. 
 (c) Reliance by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower in the absence of gross 

  
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negligence or willful misconduct of such Agent-Related Person or such Lender, as applicable. All telephonic notices to the Administrative Agent or the Collateral Agent may be recorded by the
Administrative Agent or the Collateral Agent, as applicable, and each of the parties hereto hereby consents to such recording. 

SECTION 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent or the Collateral Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. 
 SECTION 10.04. Attorney
Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and any other Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation,
negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are
consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of local and foreign counsel, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent,
any other Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during
any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title
insurance charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the repayment of all other
Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay
when due any costs, expenses or other amounts payable by it hereunder or under any other Loan Document, such amount may, but is not required to, be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. 

SECTION 10.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower
shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, officers, directors, partners, members, trustees, employees, counsel, agents, administrators, managers, representatives, advisors and
attorneys-in-fact (collectively, the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney
Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement,
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agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Loan or the use or
proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by Holdings, the Borrower or any of their Subsidiaries, or any
Environmental Liability related in any way to Holdings, the Borrower or any of their Subsidiaries or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of
any Affiliate, officer, director, partner, member, trustee, employee, counsel, agent, administrator, manager, representative, advisor or attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by
others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability (on any theory of liability)
for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith; provided, however, that nothing contained in this
sentence will limit the indemnity obligations of the Loan Parties set forth in this Section 10.05 or in any other Loan Document. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05
applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is
otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after
demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with
respect to such payment pursuant to the express terms of this Section 10.05; provided further that the Administrative Agent is authorized to deduct and retain sufficient amounts from any payment received from the Borrower to reimburse
the Administrative Agent for any such costs and expenses and any amounts owing to the Administrative Agent in accordance with Section 2.09 prior to the distribution of any amounts to Lenders. The agreements in this Section 10.05 shall
survive the resignation of the Administrative Agent, the replacement of any Lender, the repayment, satisfaction or discharge of all the Obligations. 
 The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender and the repayment, satisfaction or discharge of all the other
Obligations. 
 SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made
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exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to
the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender
severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum
equal to the Federal Funds Rate from time to time in effect. 
 SECTION 10.07. Successors and Assigns. 

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign
or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e) or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of Section 10.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions
set forth in clause (b)(ii) below and the limitations set forth in clause (b)(iii) below, any Lender may assign to one or more assignees (other than a natural person) (“Assignees”) all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: 

(A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee; provided further that no such consent of the Borrower shall be required during
the initial assignment of the Tranche 1 Loans by the Tranche 1 Initial Lender; and 
 (B) the Administrative
Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to another Lender, an Affiliate of a Lender or an Approved Fund. 

  
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 (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 Approved Fund or an
assignment of the entire remaining amount of the assigning Lender’s Loans of any Class, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required
(x) during the initial assignment of the Tranche 1 Loans by the Tranche 1 Initial Lender or (y) if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be
aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; 
 (B) the parties to each
assignment shall (1) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent,
manually execute and deliver to the Administrative Agent an Assignment and Assumption, in each case together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and

 (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire any applicable tax form and any other information reasonably requested by the Administrative Agent. 
 (iii) Notwithstanding anything herein to the contrary, the Loans may not be assigned to any Tranche 1 Defaulting Backstop Participant or any Affiliate of a Tranche 1 Defaulting Backstop Participant.

 This Section 10.07(b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among
separate Classes of Loans on a non-pro rata basis. 
 (c) Subject to acceptance and recording thereof by the
Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that 

  
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does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
Section 10.07(e). 
 (d) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent
of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amounts (and related
interest amounts) 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 Agents and the
Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by
the Borrower, any Agent, and, as to any entries pertaining to it, any Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon receipt by the Administrative Agent of an 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), any applicable tax forms and the processing and recordation fee referred to in this
Section 10.07, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and
Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section 10.07 or is otherwise not in proper form, it being
acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such
Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
Section 10.07(d), and following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of
the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be
deemed to have represented to the Administrative Agent that all written consents required by this Section 10.07 with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption
is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an
Eligible Assignee. 
 (e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than (x) a natural person, (y) any Tranche 1 Defaulting Backstop Participant and (z) any Affiliate of a Tranche 1 Defaulting Backstop Participant) (each, a
“Participant”) in all or 

  
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a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Loans; provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 10.15), 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 10.07(c). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to
Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain 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 (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under this Agreement or any other Loan Document) to
any Person except to the extent that such disclosure is necessary to establish that such 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. 

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 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. 

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(h) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law
create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any,
held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other
provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under
the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise. 

  
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 SECTION 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain
the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, numbering, administrative and settlement service providers,
investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall agree to keep
such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this
Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g),
counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to
the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other
similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to
the Loan Parties received by it from such Lender); (j) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided for herein or (k) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. In addition, the Agents
and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with
the administration and management of this Agreement, the other Loan Documents, the Commitments and the Loans. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to
any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the
case of information received from a Loan Party after the Closing Date, such information is (i) clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof. 

  
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 SECTION 10.09. Setoff. Subject to the terms of the Intercreditor Agreements, in
addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the
Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and
their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made
demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the
Administrative Agent, each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have. 

SECTION 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest
paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

SECTION 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) of an executed
counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and
signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

 SECTION 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the complete and
integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter 

  
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(but do not supersede any other provisions of any engagement letter or fee letter with any of the Arrangers (or any separate letter agreements with respect to fees payable to the Administrative
Agent) that do not by the terms of such documents terminate upon the effectiveness of this Agreement, all of which provisions shall remain in full force and effect). In the event of any conflict between the provisions of this Agreement and those of
any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. 

SECTION 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent
and each Lender, regardless of any investigation made by or on behalf of any Agent, any Arranger or any Lender and notwithstanding that any Agent, any Arranger or any Lender may have had notice or knowledge of any Default at the time any Loan was
made, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied. 
 SECTION 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. 
 SECTION 10.15. Tax Forms. Any Lender that is entitled to an exemption from or reduction of withholding
(including backup withholding) Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly
completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. 

(a) (i) Each Lender and Agent that is not a “United States person” within the meaning of
Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the
Closing Date (or, in the case of any Lender becoming a Lender hereunder after the Closing Date, upon accepting an assignment of an interest herein), two duly signed, properly completed copies of the applicable IRS Form W-8 or any successor thereto
(relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other
Loan Document) including any attachments thereto or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or


  
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reduction of, United States federal withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption
under Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code,
(ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to
time, each such Foreign Lender shall, to the extent it may lawfully do so, (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such
successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably
satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party
pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of a change in the Lender’s
circumstances requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the
Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in the Lender’s circumstances which would modify or render invalid any claimed exemption or reduction. 

(ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion
of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall, to the extent it may lawfully do so, deliver to the Borrower and the
Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the
Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of
any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States federal withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor
thereto), together with any information such Foreign Lender is permitted or required to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its
own account with respect to a portion of any such sums payable to such Foreign Lender. 
 (iii) The Borrower
shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender 

  
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if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender if such U.S. Lender shall have failed to satisfy the
provisions of Section 10.15(b); provided that (i) if such Lender shall have satisfied the requirement of this Section 10.15(a) or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act
for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the
event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to
withholding at a reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii) have not been
satisfied if the Borrower is entitled, under applicable Law, to rely on any applicable forms and statements required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under
any of the Loan Documents, including in the case of a typical participation. 
 (iv) The Administrative Agent
may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents. 
 (b) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative
Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or, in the case of any Lender becoming a Lender hereunder after the Closing Date, upon accepting an assignment of an interest herein),
certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or any successor form. If such U.S. Lender fails to deliver such forms, then the Administrative Agent may withhold from any payment to such U.S.
Lender an amount equivalent to the applicable backup withholding tax imposed by the Code. 
 SECTION 10.16. GOVERNING
LAW. 
 (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR
IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS 

  
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RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, INTERMEDIATE PARENT, TDS INTERMEDIATE PARENT, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH PARTY 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. THE
BORROWER, HOLDINGS, INTERMEDIATE PARENT, TDS INTERMEDIATE PARENT, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 10.02. 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. 

(c) EACH OF HOLDINGS, INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS
THE BORROWER 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 THAT MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO HOLDINGS, INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT IN CARE OF THE BORROWER AT THE
BORROWER’S ADDRESS USED FOR PURPOSES OF GIVING NOTICES UNDER SECTION 10.02, AND EACH OF HOLDINGS, INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE BORROWER TO ACCEPT SUCH SERVICE ON ITS BEHALF.

 (d) IN THE EVENT HOLDINGS, INTERMEDIATE PARENT OR TDS INTERMEDIATE PARENT OR ANY OF ITS ASSETS HAS OR
HEREAFTER ACQUIRES, IN ANY JURISDICTION IN WHICH JUDICIAL PROCEEDINGS MAY AT ANY TIME BE COMMENCED WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, ANY IMMUNITY FROM JURISDICTION, LEGAL PROCEEDINGS, ATTACHMENT (WHETHER BEFORE OR AFTER
JUDGMENT), EXECUTION, JUDGMENT OR SETOFF, HOLDINGS, 

  
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INTERMEDIATE PARENT OR TDS INTERMEDIATE PARENT, AS APPLICABLE, HEREBY IRREVOCABLY AGREES NOT TO CLAIM AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES SUCH IMMUNITY. 

SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

 SECTION 10.18. Binding Effect. This Agreement shall become effective on the date (the “Effective
Date”) on which each party hereto shall have executed and delivered this Agreement, and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04. 

SECTION 10.19. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due
hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other
currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall,
notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to
the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Law). 

  
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 SECTION 10.20. Lender Action. Each Lender agrees that it shall not take or institute
any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or
similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of
the Administrative Agent. The provisions of this Section 10.20 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party. 

SECTION 10.21. USA PATRIOT Act. Each Lender hereby notifies the Borrower and each of the Guarantors that pursuant to the
requirements of the PATRIOT ACT, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and each of the Guarantors and other information that will allow
such Lender to identify the Borrower and each of the Guarantors in accordance with the PATRIOT ACT. 
 SECTION 10.22.
Intercreditor Agreements. Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the exercise of any right or remedy by any Secured Party hereunder or under any Loan Document are
subject to the provisions of the Intercreditor Agreements. It is hereby expressly provided that, without the prior written consent of the Administrative Agent, the Collateral Agent and the Required Lenders (except as contemplated pursuant to
Section 2.14), no Loan Document may be amended or otherwise modified by virtue of the provisions of any Intercreditor Agreement to secure additional extensions of credit or add additional secured parties. 

SECTION 10.23. No Fiduciary Relationship. Each of Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower, on
behalf of itself and its Subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, Holdings, the Borrower, the other Subsidiaries and their Affiliates, on the one
hand, and the Administrative Agent, the Collateral Agent, the Arrangers, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the
Administrative Agent, the Collateral Agent, the Arrangers, the Lenders or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. The Administrative Agent, the Collateral Agent,
the Arrangers, the Lenders and their Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and their Affiliates, and
none of the Administrative Agent, the Collateral Agent, the Arrangers, the Lenders or their Affiliates has any obligation to disclose any of such interests to Holdings, the Borrower or any of their Affiliates. To the fullest extent permitted by Law,
each of Holdings, Intermediate Parent, TDS Intermediate Parent and the Borrower, on behalf of itself and its Subsidiaries, hereby waives and releases any claims that it or any of its Affiliates may have against the Administrative Agent, the
Collateral Agent, the Arrangers, the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

  
 155









 SECTION 10.24. Joinder. Each Tranche 2 Lender executing and delivering a Joinder to
this Agreement on or prior to the Closing Date shall become a party to this Agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents and shall be bound by the terms and provisions hereof, in each case
as of the Closing Date. In connection with the execution of the Joinder by each Tranche 2 Initial Lender, the Borrower shall deliver an updated Schedule 2.01B to the Administrative Agent on the Closing Date reflecting the Tranche 2 Loans made by
each of the Tranche 2 Initial Lenders. 
 SECTION 10.25. Relative Rights of Secured Parties. 

(a) Impairment. It is the intention of the Secured Parties of each Class that the holders of the Obligations of
such Class (and not the Secured Parties of any other Class) bear the risk of any determination by a court of competent jurisdiction that (x) any of the Obligations of such Class are unenforceable under applicable law or are subordinated to any
other obligations, (y) any of the Obligations of such Class does not have an enforceable security interest in any of the Collateral securing any other Class of Obligations and/or (z) any intervening security interest exists securing any
other obligations on a basis ranking prior to the security interest of such Class of Obligations but junior to the security interest of any other Class of Obligation (any such condition referred to in the foregoing clauses (x), (y) or
(z) with respect to any Class of Obligations, an “Impairment” of such Class). In the event of any Impairment with respect to any Class of Obligations, the results of such Impairment shall be borne solely by the holders of such
Class of Obligations, and the rights of the holders of such Class of Obligations (including the right to receive distributions in respect of such Class of Obligations pursuant to Section 8.04) set forth herein shall be modified to the extent
necessary so that the effects of such Impairment are borne solely by the holders of the Class of such Obligations subject to such Impairment. Additionally, in the event the Obligations of any Class are modified pursuant to applicable law (including
pursuant to Section 1129 of the Bankruptcy Code), any reference to such Obligations or the Loan Documents shall refer to such obligations or such documents as so modified. With respect to any Collateral for which a third party has a lien or
security interest that is junior in priority to the security interest of any Class of Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Class of Obligations (such
third party an “Intervening Creditor”), the value of any Collateral or proceeds thereof which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Collateral or proceeds thereof to be
distributed in respect of the Class of Obligations with respect to which such Impairment exists. 
 (b)
Enforcement of Remedies. Anything to the contrary in any of the Loan Documents to the contrary notwithstanding, the parties hereto (and each other Secured Party) hereby agree that no Secured Party (other than the Agents) shall have any right
individually to realize upon any of the Collateral or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies under or with respect to the Loan Documents or the amounts due thereunder may be exercised solely by
the Agents (or their applicable designees or sub-agents) on behalf of the Secured Parties as the Agents may be directed by the Required Lenders and in accordance with the terms hereof and thereof (including the Intercreditor Agreements) and
applicable law. 

  
 156









 
Notwithstanding any other provision of this Agreement or any other Loan Document, if directed by the Required Lenders, each Agent is hereby irrevocably authorized to release any Liens created
under any Loan Document and to release any Guaranty, in each case in connection with the exercise of remedies hereunder or under any other Loan Document so long as such release applies to all of the Loans and any proceeds thereof are shared pro rata
in accordance herewith. If so directed by the Required Lenders, each Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the applicable Loan Document and
applicable law. No Secured Party (other than the Collateral Agent) shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official
appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in
respect of, Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of the Required Lenders or as otherwise authorized herein, shall be entitled to take any
such actions or exercise any remedies with respect to Collateral at such time. If so directed by either the Tranche 1 Required Lenders or the Tranche 2 Required Lenders, each Agent is irrevocably authorized, in connection with an Event of Default
under Section 8.01 resulting from the failure to pay Obligations owing to the applicable Class of Lenders to sue for payment of, or to initiate any suit, action or proceedings against any Loan Party to enforce payment of or to collect such
Obligations. 
 (c) Objection to Enforcement Actions. No Secured Party (other than the Collateral Agent)
will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent (at the direction of the Required Lenders or as otherwise authorized under the Loan Documents) or any other exercise of remedies by the
Collateral Agent of any rights and remedies relating to the Collateral. 
 (d) Credit Bidding. The
Collateral Agent (at the direction of the Required Lenders) shall have the exclusive right on behalf of all Secured Parties in any Insolvency or Liquidation Proceeding to credit bid for the Collateral using all or a pro rata portion of the
Obligations as consideration so long as the equity and/or assets distributed to the Secured Parties as a result of any such successful credit bid, or any proceeds thereof, are distributed on pro rata basis. In any Insolvency or Liquidation
Proceeding or other transaction involving the sale or other disposition of Collateral, except as provided in the immediately preceding sentence, no Secured Party (other than the Collateral Agent) may credit bid for Collateral. 

(e) No Interference; Payment Over. Each Secured Party (other than the Collateral Agent) agrees that (i) it
will not (and hereby waives any right to) challenge or question in any proceeding the validity or enforceability of any Obligations of any Class or any Loan Document or the validity, attachment, perfection or priority of any Lien under any Loan
Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to
interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or 

  
 157









 
other disposition of the Collateral or other exercise of remedies by the Collateral Agent (acting at the direction of the Required Lenders or as otherwise authorized under the Loan Documents),
(iii) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Agent or any other Secured Party seeking damages from or other relief by way of specific performance,
instructions or otherwise with respect to any Collateral, and none of the Collateral Agent or any other Secured Party shall be liable for any action taken or omitted to be taken by the Collateral Agent (at the direction of the Required Lenders or as
otherwise authorized under the Loan Documents) with respect to any Collateral in accordance with the provisions of this Agreement, and (iv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge
the enforceability of any provision of this Section 10.25. 
 (f) DIP Financing. If any Loan Party
shall become subject to a case (a “Bankruptcy Case”) under any Debtor Relief Law and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the
“DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, and such motion has the consent of the Required Lenders, each Lender agrees that it will raise
no objection to any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Collateral so long as (A) the Secured Parties of each Class retain
the benefit of their Liens on all such Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Secured Parties (other than any Liens
of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the Secured Parties of each Class are granted Liens on any additional collateral pledged to any Secured Parties as
adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties as set forth in this Agreement, (C) if any amount of such DIP Financing or cash
collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 8.04, (D) no Secured Party of any Class is granted a DIP Financing Lien as part of a “roll up” of its Obligations in any such DIP
Financing unless all Secured Parties are provided the opportunity to participate pro rata in any such DIP Financing involving a “roll up” of Obligations and that such “roll up” is provided on a pro rata basis and (E) if any
Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 8.04;
provided that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use
of cash collateral. 
 (g) 363-Sales. In any Insolvency or Liquidation Proceeding, none of the Secured
Parties shall be entitled to oppose (or shall oppose) (i) any sale or disposition of any assets of any of the Loan Parties or (ii) any procedure governing the sale or disposition of any assets of any of the Loan Parties, in each case that
has the consent of the Required Lenders, and the Secured Parties will be deemed to have consented under Section 363 of the Bankruptcy Code to any sale, and any procedure for sale (and in each case any motion in support hereof), to which the
Required Lenders have consented. 

  
 158









 (h) Plans of Reorganization. Each Secured Party agrees that it shall
not be entitled to take any action or vote in any way that supports any Non-Conforming Plan of Reorganization or to object to a Plan of Reorganization to which the Required Lenders have consented on the grounds that any sale of Collateral thereunder
or pursuant thereto is for inadequate consideration, or that the sale process in respect thereof was inadequate. Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to
support the confirmation or approval of, any Non-Conforming Plan of Reorganization by any Secured Party, in such capacity, shall be inconsistent with and accordingly, a violation of the terms of this Agreement, and the Collateral Agent shall be
entitled (and hereby authorized by the Lenders) to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any such Non-Conforming Plan of Reorganization withdrawn. 

(i) Sponsoring of Plans of Reorganization. None of the Lenders, in such capacity, will sponsor any Plan of
Reorganization that does not contemplate the payment in full, in cash of the Obligations upon the effective date of such Plan of Reorganization unless the Required Lenders shall have otherwise consented. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
 159









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

					
	TRAVELPORT LLC, as the Borrower
		
	By:	 	 /s/ Rochelle J. Boas

		 	Name:	 	Rochelle J. Boas
		 	Title:	 	Authorized Person (Senior Vice President and Secretary)
	
	TRAVELPORT LIMITED, as Holdings
		
	By:	 	 /s/ Rochelle J. Boas

		 	Name:	 	Rochelle J. Boas
		 	Title:	 	Senior Vice President and Assistant Secretary
	
	WALTONVILLE LIMITED, as Intermediate Parent
		
	By:	 	 /s/ Rochelle J. Boas

		 	Name:	 	Rochelle J. Boas
		 	Title:	 	Director
	
	TDS INVESTOR (LUXEMBOURG) S.À R.L., as TDS Intermediate Parent
		
	By:	 	 /s/ John Sutherland

		 	Name:	 	John Sutherland
		 	Title:	 	Manager


 [Signature Page – Second Lien Credit Agreement] 







 
					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent and Tranche 1 Initial Lender
		
	By:	 	 /s/ Judith E. Smith

		 	Name:	 	Judith E. Smith
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Michael O’Donofrio

		 	Name:	 	Michael O’Donofrio
		 	Title:	 	Associate


 [Signature Page – Second Lien Credit Agreement] 







 EXHIBIT A 
 [FORM OF] 
 COMMITTED LOAN NOTICE 

Credit Suisse AG, as Administrative Agent 

Eleven Madison Avenue 
 New York, New York 10010

 ATTN: Agency Group 

[DATE]1
 
 Ladies and Gentlemen: 

The undersigned, TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), refers to the Second Lien
Credit Agreement dated as of March 11, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC, a Delaware limited liability company,
Travelport Limited, a company incorporated under the laws of Bermuda, Waltonville Limited, a company incorporated under the laws of Gibraltar, TDS Investor (Luxembourg) S.À R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg, the lenders from time to time party thereto (the “Lenders”) and Credit Suisse AG, as administrative agent (in such capacity “Administrative
Agent”) and collateral agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

The Borrower hereby gives you notice pursuant to Section 2.02 of the Credit Agreement that it requests a [Borrowing] [conversion of
Loans] [continuation of Eurocurrency Rate Loans] under the Credit Agreement, and in that connection sets forth below the terms on which such [Borrowing] [conversion of Loans] [continuation of Eurocurrency Rate Loans] is requested to be made:

  

	(A)	Applicable Class of Loans2:
                                        


  

	(B)	Date of [Borrowing] / [conversion] / [continuation]:3
                                     


 

	[(C)	With respect to Tranche 1 Loans, Type of [Borrowing4] / [continuation5] [conversion6]:
                                    ]


  

	1 	Must be notified irrevocably by telephone (a) in the case of a Eurocurrency Rate Loan, not later than 12:00 p.m. (New York City time), three Business Days
before a proposed Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (b) in the case of a Base Rate Loan, not later than 12:00 p.m. (New York City time), one
Business Day before a proposed Borrowing of or conversion to Base Rate Loans, in each case to be promptly confirmed by delivery. 


	2 	Specify whether the Committed Loan Notice relates to Tranche 1 Loans or Tranche 2 Loans. 


	3 	Must be a Business Day. 


	4 	Specify whether such Borrowing is to be a Eurocurrency Rate Loan or a Base Rate Loan. 


	5 	Indicate the Type of Loans being continued. 


	6 	Indicate the Type into which existing Loans will be converted. 









	(D)	 Principal
Amount:7
                                 



 

	(E)	Account Number and Location:
                                 


 

	[(F)	With respect to Tranche 1 Loans, Interest Period:]
                                 


 
 (cont’d from previous page)


	7 	Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess
thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. 








 [The Borrower hereby represents and warrants to the Administrative Agent and the Lenders
that, on the date of this Borrowing Request and on the date of the related Borrowing, no Event of Default has occurred and is continuing.]8 
 [Remainder of Page Intentionally Left Blank] 
  

	8 	Applicable to the initial Borrowing and conversion to or continuation of Eurocurrency Rate Loans. 








 
							
	TRAVELPORT LLC
			
		 	by	 	  

		 		 	Name:	 	
		 		 	Title:	 	









 EXHIBIT B-1 
 [FORM OF] 
 PROMISSORY NOTE 

TRANCHE 1 LOANS 
  

					
	PRINCIPAL AMOUNT OF	  		  	New York, New York
	TRANCHE 1 LOANS: $[            ]	  		  	[            ],
20[    ]         

 FOR VALUE RECEIVED, the undersigned, TRAVELPORT LLC, a Delaware limited liability company (the
“Borrower”), hereby promises to pay to [                    ] (the “Lender”) or its registered
assigns, at the office of Credit Suisse AG (the “Administrative Agent”) at Eleven Madison Avenue, New York, New York 10010, on the dates and in the amounts set forth in the Second Lien Credit Agreement dated as of
March 11, 2013 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC, a Delaware limited liability company, Travelport
Limited, a company incorporated under the laws of Bermuda, Waltonville Limited, a company incorporated under the laws of Gibraltar, TDS Investor (Luxembourg) S.À R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg, Credit Suisse AG, as Administrative Agent and Collateral Agent and each lender from time to time party thereto, in lawful money of the United States of America in immediately available
funds, the aggregate unpaid principal amount of all Tranche 1 Loans made by the Lender to the Borrower pursuant to the Credit Agreement and to pay interest on the unpaid principal amount thereof, in like funds, at said office, at the rate or rates
per annum and payable on the dates provided in the Credit Agreement. 
 Terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement. The submission to jurisdiction and consent to service of process provisions set forth in Section 10.16 of the Credit Agreement are hereby incorporated by reference in their entirety.

 In respect of all Tranche 1 Loans made by the Lender to the Borrower, the Borrower promises to pay interest on demand on
(i) past due amounts hereunder or (ii) any amounts owed or owing or accruing hereunder after an Event of Default occurs under Section 8.01(f), in each case, at a fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable Laws. 
 The Borrower hereby waives diligence, presentment, demand, protest
and notice of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. 

All borrowings evidenced by this promissory note (this “Note”) and all payments and prepayments of the principal
hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof that shall be attached hereto and made a part hereof, or otherwise
recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the obligations of the Borrower under this Note.








 This Note is one of the promissory notes referred to and is subject to the terms and
conditions contained in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the
maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as
provided therein and in the other Loan Documents referred to in the Credit Agreement. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 THE TRANCHE 1 LOANS EVIDENCED BY THIS NOTE ARE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO
TIME. BEGINNING NO LATER THAN 10 DAYS AFTER THE CLOSING DATE, THE LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH TRANCHE 1 LOANS BY SUBMITTING A WRITTEN REQUEST FOR SUCH
INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 300 GALLERIA PARKWAY, ATLANTA, GA 30339, ATTENTION OF CHIEF FINANCIAL OFFICER (FAX NO. (770) 563-7878) 

 

					
	TRAVELPORT LLC
			
		 	by	 	  

		 		 	Name:
		 		 	Title:









 Schedule to Promissory Note 

RECORD OF TRANCHE 1 LOAN PAYMENTS 
  

											
	 Date
	  	Principal
Amount of
Tranche 1
Loans	 	 	Amount of
Principal of
Tranche 1 Loans
Repaid / Prepaid	  	Amount of
Interest on
Tranche 1 Loans
Paid	  	 Notation
Made By

		  	 	[            	]1 	 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	

  

	1 	Insert initial principal amount of Tranche 1 Loans evidenced by this Note. 








 EXHIBIT B-2 
 [FORM OF] 
 PROMISSORY NOTE 

TRANCHE 2 LOANS 
  

					
	PRINCIPAL AMOUNT OF	  		  	New York, New York
	TRANCHE 2 LOANS: $[            ]	  		  	[            ],
20[    ]         

 FOR VALUE RECEIVED, the undersigned, TRAVELPORT LLC, a Delaware limited liability company (the
“Borrower”), hereby promises to pay to [                    ] (the “Lender”) or its registered
assigns, at the office of Credit Suisse AG (the “Administrative Agent”) at Eleven Madison Avenue, New York, New York 10010, on the dates and in the amounts set forth in the Second Lien Credit Agreement dated as of
March 11, 2013 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC, a Delaware limited liability company, Travelport
Limited, a company incorporated under the laws of Bermuda, Waltonville Limited, a company incorporated under the laws of Gibraltar, TDS Investor (Luxembourg) S.À R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg, Credit Suisse AG, as Administrative Agent and Collateral Agent and each lender from time to time party thereto, in lawful money of the United States of America in immediately available
funds, (i) the aggregate unpaid principal amount of all Tranche 2 Loans made by the Lender to the Borrower pursuant to the Credit Agreement (including increases in principal amount as a result of accrued interest pursuant to the Credit
Agreement) and (ii) to the extent interest on such Tranche 2 Loans is required to be paid in cash pursuant to the Credit Agreement, on each applicable Interest Payment Date, interest at the rate or rates per annum as provided in the Credit
Agreement on the unpaid principal amount of all Tranche 2 Loans made by the Lender to the Borrower pursuant to the Credit Agreement. 
 Terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. The submission to jurisdiction and consent to service of process provisions set forth in
Section 10.16 of the Credit Agreement are hereby incorporated by reference in their entirety. 
 In respect of all Tranche
2 Loans made by the Lender to the Borrower, the Borrower promises to pay interest on demand on (i) past due amounts hereunder or (ii) any amounts owed or owing or accruing hereunder after an Event of Default occurs under
Section 8.01(f), in each case, at a interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not
constitute a waiver thereof in that or any subsequent instance. 
 All borrowings evidenced by this promissory note (this
“Note”) and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof that shall be attached hereto and made a part hereof, or otherwise recorded 







 
by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such a notation shall not affect the
obligations of the Borrower under this Note. 







 This Note is one of the promissory notes referred to and is subject to the terms and
conditions contained in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the
maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as
provided therein and in the other Loan Documents referred to in the Credit Agreement. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 THE TRANCHE 2 LOANS EVIDENCED BY THIS NOTE ARE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO
TIME. BEGINNING NO LATER THAN 10 DAYS AFTER THE CLOSING DATE, THE LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH TRANCHE 2 LOANS BY SUBMITTING A WRITTEN REQUEST FOR SUCH
INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 300 GALLERIA PARKWAY, ATLANTA, GA 30339, ATTENTION OF CHIEF FINANCIAL OFFICER (FAX NO. (770) 563-7878) 

 

					
	TRAVELPORT LLC
			
		 	by	 	  

		 		 	Name:
		 		 	Title:









 Schedule to Promissory Note 

RECORD OF TRANCHE 2 LOAN PAYMENTS 
  

											
	 Date
	  	Principal
Amount of
Tranche 2
Loans	 	 	Amount of
Principal of
Tranche 2 Loans
Repaid / Prepaid	  	Amount of
Interest on
Tranche 2 Loans
Paid	  	Notation
Made By
		  	 	[            	]1 	 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	
		  				 		  		  	

  

	1 	 Insert initial principal amount of Tranche 2 Loans evidenced by this Note. 









 EXHIBIT C 
 COMPLIANCE CERTIFICATE 
 [The form of this Compliance Certificate has been prepared
for convenience only, and is not to affect, or to be taken into consideration in interpreting, the terms of the Credit Agreement referred to below. The obligations of the Borrower, Holdings, Intermediate Parent and TDS Intermediate Parent under the
Credit Agreement are as set forth in the Credit Agreement, and nothing in this Compliance Certificate, or the form hereof, shall modify such obligations or constitute a waiver of compliance therewith in accordance with the terms of the Credit
Agreement. In the event of any conflict between the terms of this Compliance Certificate and the terms of the Credit Agreement, the terms of the Credit Agreement shall govern and control, and the terms of this Compliance Certificate are to be
modified accordingly.] 
 Reference is made to the Second Lien Credit Agreement dated as of March 11, 2013 (as
amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC (the “Borrower”), Travelport Limited (“Holdings”), Waltonville Limited, TDS Investor (Luxembourg)
S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg, Credit Suisse AG, as administrative agent and collateral agent, and each lender from time to time party thereto.
Capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein. Pursuant to Section 6.02(b) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of
the Borrower, certifies as follows: 
  

	1.	[Attached hereto as Exhibit A is the audited consolidated balance sheet of Holdings and its Subsidiaries as at the end of the fiscal year ended on December 31,
201[    ], and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, prepared
in accordance with generally accepted auditing standards and not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.] 


 

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

  

	3.	 To my knowledge, except as otherwise disclosed to the Administrative Agent in writing pursuant to the Credit Agreement, at no time during the period
between [                    ] and
[                    ] (the “Certificate Period”) did a Default or an Event of Default exist. [If unable to provide the foregoing
certification, fully describe the reasons therefor and circumstances thereof and 










	 	
any action taken or proposed to be taken with respect thereto (including the delivery of a “Notice of Intent to Cure” concurrently with delivery of this Compliance Certificate) on
Annex A attached hereto.] 

  

	4.	The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether the Borrower is in compliance with
the covenant set forth in Section 7.10 of the Credit Agreement: 

  

					
	 Minimum Liquidity.
	  			
		
	 Minimum Cash=
	  	 	[            	] 
	 Minimum Amount=
	  	 	[            	] 

 Supporting detail showing the calculation of Minimum Cash is attached hereto as Schedule 1. Supporting
detail showing the calculation of the Minimum Amount is attached hereto as Schedule 2. 
  

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

  

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

 Supporting detail showing the calculation of Consolidated Total Debt is attached hereto as Schedule 3.
Supporting detail showing the calculation of Consolidated EBITDA is attached hereto as Schedule 4. 
  

	6.	The following represent true and accurate calculations, as of the last day of the Certificate Period, to be used to determine whether the Borrower is in compliance with
the covenant set forth in Section 7.12 of the Credit Agreement: 

  

					
	 Senior Secured Leverage Ratio.
	  			
		
	 Consolidated Total Senior Secured Debt=
	  	 	[            	] 
	 Consolidated EBITDA=
	  	 	[            	] 
	 Actual Ratio=
	  	 	[            	] to 1.0 
	 Required Ratio=
	  	 	[            	] to 1.0 

 Supporting detail showing the calculation of Consolidated Total Senior Secured Debt is attached hereto as
Schedule 5. 

  
 2 








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

			
	TRAVELPORT LLC,
		
	By:	 	  

		 	Name:
		 	Title:



  
 3 








 EXHIBIT D 
 [FORM OF] 
 ASSIGNMENT AND ASSUMPTION 

Reference is made to the Second Lien Credit Agreement dated as of March 11, 2013 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC, a Delaware limited liability company (the “Borrower”), Travelport Limited, a company incorporated under the laws of
Bermuda, Waltonville Limited, a company incorporated under the laws of Gibraltar, TDS Investor (Luxembourg) S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg,
Credit Suisse AG, as Administrative Agent (in such capacity “Administrative Agent”) and Collateral Agent and each Lender from time to time party thereto (each a “Lender”). Capitalized terms used but
not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 
 1. Assigned Interest; Certain
Agreements of Assignor and Assignee. The Assignor (as defined herein) hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment
Effective Date (as defined herein) set forth below (but not prior to the registration of the information contained herein in the Register pursuant to Section 10.07(d) of the Credit Agreement), the interests set forth below (the
“Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, including, without limitation, the amounts and percentages set forth below of (i) the
Commitments of the Assignor on the Assignment Effective Date and (ii) the Loans owing to the Assignor which are outstanding on the Assignment Effective Date. Each of the Assignor and the Assignee hereby makes and agrees to be bound by all the
representations, warranties and agreements set forth in the last sentence of Section 10.07(d) of the Credit Agreement, a copy of which has been received by each such party. From and after the Assignment Effective Date (i) the Assignee
shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the Loan Documents and
(ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement; provided that the obligations of the Assignor
under Section 10.08 of the Credit Agreement shall survive the execution of this Assignment and Assumption and the assignment of interests effected hereby. 
 2. Certain Representations and Warranties of Assignee; Voting Rights of Debt Affiliates. The Assignee hereby represents and warrants that as of the date hereof: 

(i) It is not a Tranche 1 Defaulting Backstop Participant or an Affiliate of a Tranche 1 Defaulting Backstop Participant. 







 (ii) It [is] [is not] a Debt Affiliate. 

[(iii) It is [a Lender] [an Affiliate of a Lender] [an Approved Fund].]1 
 The Credit Agreement contains certain restriction relating to the voting rights of Debt Affiliates. The Assignee acknowledges and agrees that any amendment, waiver or consent to the Credit Agreement
may be subject to each Lender that is included in a determination of Required Lenders, the Tranche 1 Required Lenders or the Tranche 2 Required Lenders making a representation as to whether or not such Lender is a Debt Affiliate and the
Administrative Agent and the Borrower shall each be entitled to rely upon such representation as further set forth in Section 10.01 of the Credit Agreement. 
 3. Administrative Questionnaire; Processing and Recordation Fee. This Assignment and Assumption is being delivered to the Administrative Agent together with (i) if the Assignee is not already
a Lender under the Credit Agreement, a completed Administrative Questionnaire and all applicable tax forms and (ii) if required by Section 10.07(b)(ii) of the Credit Agreement, a processing and recordation fee of $3,500. 

4. Governing Law. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of
New York. 
 5. ORIGINAL ISSUE DISCOUNT. THE TRANCHE 1 LOANS AND TRANCHE 2 LOANS UNDER THE CREDIT AGREEMENT ARE ISSUED
WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. BEGINNING NO LATER THAN 10 DAYS AFTER THE CLOSING DATE, THE LENDER MAY OBTAIN THE ISSUE PRICE,
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH TRANCHE 1 LOANS OR TRANCHE 2 LOANS BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 300 GALLERIA PARKWAY, ATLANTA, GA 30339,
ATTENTION OF CHIEF FINANCIAL OFFICER (FAX NO. (770) 563-7878) 
 6. Information relating to Assignment.

 Date of Assignment: 
 Legal Name of
Assignor (“Assignor”): 
 Legal Name of Assignee (“Assignee”): 

Effective Date of Assignment (“Assignment Effective Date”): 

 

	1 	Include bracketed portion for any assignment to a Lender, an Affiliate Lender or an Approved Fund pursuant to Section 10.07(b). 









													
	 Facility Assigned
	  	Aggregate Amount
of Commitments/
Loans of all
Lenders	 	  	Principal 
Amount
Assigned2	 	  	Percentage Assigned of
Commitment/Loans (set
forth, to at least 8 
decimals,
as a percentage of the
aggregate Commitments of
all Lenders)	 
	 Tranche 1 Loans
	  	$	            	  	  	$	            	  	  	 	    	% 
	 Tranche 2 Loans
	  	$	            	  	  	$	            	  	  	 	    	% 

 [Remainder of page intentionally left blank] 

 

	2 	Amount of Commitments and/or Loans assigned is governed by Section 10.07(b)(ii) of the Credit Agreement. 








 The terms set forth above are 
 hereby agreed to: 
  

			
	                            
            , as Assignor,
		
	by:	 	  

		 	Name:
		 	Title:
	
	                            
            , as Assignee,
		
	by:	 	  

		 	Name:
		 	Title:

 ACCEPTED: 
  

			
	[CREDIT SUISSE AG, as Administrative
Agent]3,
		
	by:	 	  

		 	Name:
		 	Title:
		
	by:	 	  

		 	Name:
		 	Title:

  

	3 	If the Administrative Agent’s consent is required pursuant to Section 10.07(b)(i) of the Credit Agreement. 


  
 4 









			
	[TRAVELPORT LLC, as
Borrower]4,
		
	by:	 	  

		 	Name:
		 	Title:

  

	4 	If the Borrower’s consent is required pursuant to Section 10.07(b)(i) of the Credit Agreement. 


  
 5 








 EXHIBIT E 
  

 
  

SECOND LIEN GUARANTY 
 dated as of 
 April [    ], 2013, 

among 

TRAVELPORT LIMITED, 
 as Holdings, 
 WALTONVILLE LIMITED, 

as Intermediate Parent, 
 TDS INVESTOR (LUXEMBOURG) S.À R.L., 
 as TDS Intermediate Parent, 

CERTAIN OTHER SUBSIDIARIES OF HOLDINGS 
 IDENTIFIED HEREIN 
 and 

CREDIT SUISSE AG, 

as Administrative Agent 
  

 
  







 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	
	ARTICLE I	  
	
	Definitions	  
		
	 SECTION 1.01. Credit Agreement
	  	 	1	  
	 SECTION 1.02. Other Defined Terms
	  	 	1	  
	
	ARTICLE II	  
	
	Guaranty	  
		
	 SECTION 2.01. Guaranty
	  	 	2	  
	 SECTION 2.02. Guaranty of Payment
	  	 	2	  
	 SECTION 2.03. No Limitations
	  	 	3	  
	 SECTION 2.04. Payment Subject to Turnover; Reinstatement
	  	 	4	  
	 SECTION 2.05. Agreement to Pay; Subrogation
	  	 	4	  
	 SECTION 2.06. Information
	  	 	4	  
	 SECTION 2.07. Payments Free of Taxes
	  	 	4	  
	 SECTION 2.08. Authorization; Binding Effect
	  	 	4	  
	 SECTION 2.09. Limitations relating to Luxembourg Guarantors
	  	 	5	  
	
	ARTICLE III	  
	
	Indemnity, Subrogation and Subordination	  
		
	 SECTION 3.01. Indemnity and Subrogation
	  	 	5	  
	 SECTION 3.02. Contribution and Subrogation
	  	 	5	  
	 SECTION 3.03. Subordination
	  	 	5	  
	
	ARTICLE IV	  
	
	Miscellaneous	  
		
	 SECTION 4.01. Notices
	  	 	6	  
	 SECTION 4.02. Waivers; Amendment
	  	 	6	  
	 SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification
	  	 	7	  
	 SECTION 4.04. Successors and Assigns
	  	 	7	  
	 SECTION 4.05. Survival of Agreement
	  	 	8	  
	 SECTION 4.06. Counterparts; Effectiveness; Several Agreement
	  	 	8	  
	 SECTION 4.07. Severability
	  	 	8	  
	 SECTION 4.08. Right of Set-Off
	  	 	8	  
	 SECTION 4.09. GOVERNING LAW; SERVICE OF PROCESS
	  	 	9	  


  
 i 









					
	 SECTION 4.10. WAIVER OF RIGHT TO TRIAL BY JURY
	  	 	10	  
	 SECTION 4.11. Headings
	  	 	10	  
	 SECTION 4.12. Obligations Absolute
	  	 	11	  
	 SECTION 4.13. Termination or Release
	  	 	11	  
	 SECTION 4.14. Additional Restricted Subsidiaries
	  	 	11	  
	 SECTION 4.15. Intercreditor Agreement
	  	 	11	  

 SCHEDULES 
  

			
	Schedule I	  	Subsidiary Parties

 EXHIBITS 
  

			
	Exhibit I	  	Form of Guaranty Supplement


  
 ii 









 SECOND LIEN GUARANTY dated as of April [    ], 2013,
among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG)
S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party hereto
and CREDIT SUISSE AG, as Administrative Agent (as defined below). 
 Reference is made to the Second Lien Credit Agreement,
dated as of March 11, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC, a Delaware limited liability company (the
“Borrower”), Holdings, Intermediate Parent, TDS Intermediate Parent, Credit Suisse AG, as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto. The Lenders have agreed to extend credit on the
Closing Date to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings
and the Subsidiary Parties are Affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the
Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 
 ARTICLE I 

Definitions 
 SECTION 1.01. Credit Agreement. 
 (a) Capitalized terms used in this
Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. 
 (b) The rules of construction
specified in Article I of the Credit Agreement also apply to this Agreement, mutatis mutandis. 
 SECTION 1.02. Other Defined
Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “Administrative
Agent” means Credit Suisse AG, in its capacity as administrative agent under the Loan Documents, or any successor administrative agent. 
 “Agreement” means this Second Lien Guaranty. 

“Borrower” has the meaning assigned to such term in the preliminary statement of this Agreement. 

“Claiming Party” has the meaning assigned to such term in Section 3.02. 







 “Contributing Party” has the meaning assigned to such term in
Section 3.02. 
 “Credit Agreement” has the meaning assigned to such term in the preliminary statement of
this Agreement. 
 “Guaranty Supplement” means an instrument in the form of Exhibit I hereto. 

“Guarantor” means each of Holdings and each Subsidiary Party. 

“Holdings” has the meaning assigned to such term in the preamble to this Agreement. 

“Intermediate Parent” has the meaning assigned to such term in the preamble to this Agreement. 

“Luxembourg Guarantor” means any Guarantor that is incorporated, organized or formed under the laws of Luxembourg.

 “Obligations” means all “Obligations” as defined in the Credit Agreement. 

“Secured Parties” means “Secured Parties” as defined in the Credit Agreement. 

“Subsidiary Parties” means (a) the entities identified on Schedule I and (b) each other Restricted
Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date. 
 “TDS Intermediate
Parent” has the meaning assigned to such term in the preamble to this Agreement. 
 ARTICLE II 

Guaranty 

SECTION 2.01. Guaranty. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary
obligor and not merely as a surety, to the Administrative Agent, for the benefit of the Secured Parties, the due and punctual payment and performance of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or
renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment
from and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. 
 SECTION 2.02. Guaranty of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to
require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations, or to any balance of any deposit account or credit on the books of the Administrative Agent or any other
Secured Party in favor of the Borrower or any other Person. 

  
 -2-









 SECTION 2.03. No Limitations. 

(a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 4.13, the obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not
be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise;
(ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the
release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may
or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor
expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and
direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor
hereunder. 
 (b) Except for termination of a Guarantor’s obligations hereunder as expressly permitted in
Section 4.13, to the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations, or any part thereof
from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties may in
accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising
out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as
the case may be, or any security. 

  
 -3-









 SECTION 2.04. Payment Subject to Turnover; Reinstatement. Each of the Guarantors
agrees that, notwithstanding anything herein or in any other Loan Document to the contrary, if any of the Administrative Agent, the Collateral Agent or any other Secured Party is required to turn over or pay over any payment, or any part thereof, of
any Obligation to any other holder of any Indebtedness or other obligation of the Borrower or any other Loan Party pursuant to any intercreditor agreement (including any of the Intercreditor Agreements) entered into by the Administrative Agent
and/or the Collateral Agent, on behalf of the Secured Parties, then, for all purposes of this Agreement and the other Loan Documents, to the extent of such turnover or payover the amount of such payment of such Obligation shall be disregarded and
deemed not to have been made, and such Obligation shall continue to be due and outstanding and shall not be deemed to have been discharged or paid. Each of the Guarantors further agrees that its guarantee hereunder shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation, is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the
Borrower, any other Loan Party or otherwise, or must be turned over or payed over to any other holder of any Indebtedness or other obligation of the Borrower or any other Loan Party pursuant to any intercreditor agreement (including any of the
Intercreditor Agreements) entered into by the Administrative Agent and/or the Collateral Agent, on behalf of the Secured Parties. 
 SECTION 2.05. Agreement to Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in
equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each
Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the
Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects
be subject to Article III. 
 SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

 SECTION 2.07. Payments Free of Taxes. Each Guarantor that is not a party to the Credit Agreement hereby acknowledges
the provisions of Section 3.01 of the Credit Agreement and agrees to be bound by such provisions with the same force and effect, and to the same extent, as if such Guarantor were a party to the Credit Agreement. 

SECTION 2.08. Authorization; Binding Effect. Each Guarantor represents and warrants to the Administrative Agent and the other
Secured Parties that this Agreement has been 

  
 -4-









 
duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be
limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity. 
 SECTION
2.09. Limitations relating to Luxembourg Guarantors. The obligations and liabilities of any Luxembourg Guarantor under this Agreement shall be limited, at any time, to an aggregate amount not exceeding ninety percent of such Luxembourg
Guarantor’s shareholders’ equity (capitaux propres), including the share capital, share premium, legal and statutory reserves, other reserves, profits or losses carried forward, investment subsidies and regulated provisions, as
shown on the latest financial statements (comptesannuels) available at the date of the relevant payment hereunder and approved by the shareholders of such Luxembourg Guarantor and certified by the statutory or the independent auditor, as the
case may be, or as determined by an independent auditor in the absence of recent annual accounts, it being understood that the obligations of such Luxembourg Guarantor shall not be limited as regards the obligations incurred by a direct or indirect
Subsidiary of such Luxembourg Guarantor. 
 ARTICLE III 

Indemnity, Subrogation and Subordination 
 SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower
agrees that in the event a payment of an Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the
Person to whom such payment shall have been made to the extent of such payment. 
 SECTION 3.02. Contribution and
Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Party hereunder in respect of any Obligation and such other
Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such
payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net
worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party
making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 
 SECTION 3.03. Subordination. 
 (a) Notwithstanding any provision of this
Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible


  
 -5-









 
payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required
under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor
hereunder. 
 (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and
after notice from the Administrative Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. 

ARTICLE IV 

Miscellaneous 
 SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement. 

SECTION 4.02. Waivers; Amendment. 
 (a) No failure or delay by the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Collateral 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
this Agreement 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 4.02, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent or
any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit
Agreement. 

  
 -6-









 SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification.

 (a) The Guarantors, jointly and severally, agree to reimburse the Administrative Agent for its costs and expenses as provided
in Section 10.04 of the Credit Agreement as if each reference in such Section to the “Borrower” were a reference to “each Guarantor” and with the same force and effect as if such Guarantor (if not a party to the Credit
Agreement) were a party to the Credit Agreement. 
 (b) Without limitation of the indemnification obligations under the other
Loan Documents, the Guarantors, jointly and severally, agree to indemnify the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the reasonable 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, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, officer, director, partner, member, trustee, employee, counsel, agent, administrator, manager, representative, advisor or
attorney-in-fact of such Indemnitee. 
 (c) Any such amounts payable as provided hereunder shall be additional Obligations
secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative
Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor. 
 (d) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability (on any theory of liability) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising
out of its activities in connection herewith or therewith; provided, however, that nothing contained in this sentence will limit the indemnity obligations of the Guarantors set forth in this Section 4.03 or in any other Loan
Document. 
 SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to,
such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and
inure to the benefit of their respective successors and assigns. 

  
 -7-









 SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by
the Agents and the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by or on behalf of any Agent or any Lender and notwithstanding that any 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 under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid. 
 SECTION 4.06.
Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Agreement.
This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the
Administrative Agent, and thereafter shall be binding upon such Loan Party and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent and the other
Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except
as expressly permitted by this Agreement and the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan
Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder. 

SECTION 4.07. 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 uneforceability 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. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION
4.08. Right of Set-Off. Subject to the terms of the Intercreditor Agreements, in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its
Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Guarantor, any such notice being waived by the Borrower and each Guarantor (on behalf of itself and its Subsidiaries) to the fullest extent
permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and 

  
 -8-









 
other Indebtedness at any time owing by, such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Guarantors and their Subsidiaries against any
and all Obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such Obligations may be contingent or
unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender or its
Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 4.08 are in addition to other rights and remedies (including other
rights of setoff) that such Lender may have. 
 SECTION 4.09. GOVERNING LAW; SERVICE OF PROCESS. 

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH
PARTY 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. EACH PARTY HERETO IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 4.01. 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. 
 (c) EACH OF HOLDINGS, INTERMEDIATE
PARENT, TDS INTERMEDIATE PARENT AND EACH OTHER FOREIGN GUARANTOR HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE BORROWER AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND


  
 -9-









 
ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS THAT MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO HOLDINGS, INTERMEDIATE PARENT, TDS INTERMEDIATE PARENT OR SUCH FOREIGN GUARANTOR IN CARE OF THE BORROWER AT
THE BORROWER’S ADDRESS USED FOR PURPOSES OF GIVING NOTICES UNDER SECTION 4.01, AND EACH OF HOLDINGS, INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT AND EACH OTHER FOREIGN GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE BORROWER TO
ACCEPT SUCH SERVICE ON ITS BEHALF. 
 (d) IN THE EVENT HOLDINGS, INTERMEDIATE PARENT, TDS INTERMEDIATE PARENT OR
ANY OTHER FOREIGN GUARANTOR OR ANY OF ITS ASSETS HAS OR HEREAFTER ACQUIRES, IN ANY JURISDICTION IN WHICH JUDICIAL PROCEEDINGS MAY AT ANY TIME BE COMMENCED WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, ANY IMMUNITY FROM JURISDICTION,
LEGAL PROCEEDINGS, ATTACHMENT (WHETHER BEFORE OR AFTER JUDGMENT), EXECUTION, JUDGMENT OR SETOFF, HOLDINGS, INTERMEDIATE PARENT, TDS INTERMEDIATE PARENT OR SUCH OTHER FOREIGN GUARANTOR, AS APPLICABLE, HEREBY IRREVOCABLY AGREES NOT TO CLAIM AND HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES SUCH IMMUNITY. 
 SECTION 4.10. WAIVER OF RIGHT TO TRIAL BY JURY. EACH
PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 SECTION 4.11. Headings. Article and Section
headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

  
 -10-









 SECTION 4.12. Obligations Absolute. All rights of the Administrative Agent hereunder
and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any
consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the
Obligations or (d) subject to the terms of Section 4.13, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement. 

SECTION 4.13. Termination or Release. 
 (a) This Agreement and the Guaranties made herein shall terminate with respect to all Obligations when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further
commitment to lend under the Credit Agreement. 
 (b) A Subsidiary Party shall automatically be released from its obligations
hereunder as provided in Section 9.11(c) of the Credit Agreement. 
 (c) In connection with any termination or release
pursuant to paragraph (a) or (b) of this Section 4.13, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such
termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Administrative Agent. 
 SECTION 4.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries that were not in existence or not Restricted Subsidiaries on
the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties. Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guaranty Supplement, such Restricted Subsidiary shall become a
Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and
obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement. 
 SECTION 4.15. Intercreditor Agreements. Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the exercise of any right or
remedy by any Secured Party hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreements. It is hereby expressly provided that, without the prior written consent of the Administrative Agent, the Collateral
Agent and the Required Lenders (except as contemplated pursuant to Section 2.14 of the Credit Agreement), no Loan Document may be amended or otherwise modified by virtue of the provisions of any Intercreditor Agreement to secure additional
extensions of credit or add additional secured parties. 

  
 -11-









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

	
	TRAVELPORT LIMITED
	
	By:
	
	  

	Name:
	Title:
	
	WALTONVILLE LIMITED
	
	By:
	
	  

	Name:
	Title:
	
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
	
	By:
	
	  

	Name:
	Title:
	
	[EACH OF THE OTHER SUBSIDIARIES LISTED ON SCHEDULE I HERETO]
	
	By:
	
	  

	Name:
	Title:


 [Signature Page – Second Lien Guaranty] 







 
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
	
	By:
	
	  

	Name:
	Title:
	
	By:
	
	  

	Name:
	Title:


 [Signature Page – Second Lien Guaranty] 







 IN WITNESS WHEREOF, for the purposes of Section 3.01 and 4.03 only, the undersigned has
executed this Agreement as of the date first written above. 
  

	
	TRAVELPORT LLC
	
	By:
	
	  

	Name:
	Title:


 [Signature Page – Second Lien Guaranty] 







 Schedule I to the 
 Second Lien Guaranty 
 SUBSIDIARY PARTIES 

 

			
	 Name of Subsidiary Party
	  	 Jurisdiction of

Formation

	Southern Cross Distribution Systems Pty Limited	  	Australia
	Travelport (Bermuda) Ltd.	  	Bermuda
	WORLDSPAN BBN Holdings, LLC	  	California
	Travelport (Cayman) Ltd.	  	Cayman Islands
	Galileo Asia, LLC	  	Delaware
	Galileo International Technology, LLC	  	Delaware
	Galileo Latin America, L.L.C.	  	Delaware
	Galileo Technologies LLC	  	Delaware
	OWW2, LLC	  	Delaware
	Travel Industries, Inc.	  	Delaware
	Travelport Holdings, Inc.	  	Delaware
	Travelport Holdings, LLC	  	Delaware
	Travelport Inc.	  	Delaware
	Travelport International Services, Inc.	  	Delaware
	Travelport Investor LLC	  	Delaware
	Travelport North America, Inc.	  	Delaware
	Travelport Operations, Inc.	  	Delaware
	Travelport Services LLC	  	Delaware
	Travelport, LP	  	Delaware
	WORLDSPAN Digital Holdings, LLC	  	Delaware
	WORLDSPAN IJET HOLDINGS, LLC	  	Delaware
	Worldspan LLC	  	Delaware
	Worldspan StoreMaker Holdings, LLC	  	Delaware
	Worldspan Technologies Inc.	  	Delaware
	Worldspan Viator Holdings, LLC	  	Delaware
	WS Financing Corp.	  	Delaware
	Travelport Finance Management LLC	  	Delaware
	WORLDSPAN OPENTABLE HOLDINGS, LLC	  	Georgia
	WORLDSPAN S.A. HOLDINGS II, L.L.C.	  	Georgia
	WORLDSPAN South American Holdings LLC	  	Georgia
	WORLDSPAN XOL LLC	  	Georgia
	Waltonville Limited	  	Gibraltar
	Travelport Jersey 2 Limited	  	Jersey









			
	Travelport Jersey 3 Limited	  	Jersey
	TDS Investor (Luxembourg) S.à r.l.	  	Luxembourg
	Travelport (Luxembourg) S.à r.l.	  	Luxembourg
	Travelport Investor (Luxembourg) Partnership S.E.C.S.	  	Luxembourg
	Travelport Investor (Luxembourg) S.à r.l.	  	Luxembourg
	Travelport Mexico S.A. de C.V.	  	Mexico
	Galileo International B.V.	  	Netherlands
	GI Worldwide Holdings C.V.	  	Netherlands
	GIW Holdings CV	  	Netherlands
	Travelport Global Distribution System B.V.	  	Netherlands
	Southern Cross Distribution Services (NZ) Limited	  	New Zealand
	Travelport Canada Distributors Systems, Inc.	  	Ontario, Canada
	Travelport Sweden AB	  	Sweden
	Travelport Switzerland AG	  	Switzerland
	Bastion Surety Limited	  	United Kingdom
	Travelport Finance Limited	  	United Kingdom
	Travelport (UK) Services Limited	  	United Kingdom
	Travelport Holdings (UK) Limited	  	United Kingdom
	Travelport International Limited	  	United Kingdom
	Travelport Services Limited	  	United Kingdom


  
 -2-









 Exhibit I to the 
 Second Lien Guaranty 
 SUPPLEMENT NO.     ,
dated as of [—] (this “Supplement”), to the Second Lien Guaranty, dated as of April [    ], 2013 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Guaranty”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar
(“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”),
the other Subsidiaries of Holdings from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent. 
 A.
Reference is made to the Second Lien Credit Agreement, dated as of March 11, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport LLC, a
Delaware limited liability company (the “Borrower”), Holdings, Intermediate Parent, TDS Intermediate Parent, Credit Suisse AG, as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto.

 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Guaranty. 
 C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans. Section 4.14 of
the Guaranty provides that additional Restricted Subsidiaries may become Subsidiary Parties under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New
Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Guaranty and as consideration for Loans previously made continuing to be outstanding. 

Accordingly, the Administrative Agent and the New Subsidiary agree as follows: 

SECTION 1. In accordance with Section 4.14 of the Guaranty, the New Subsidiary by its signature below becomes a Subsidiary Party
(and accordingly, becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Subsidiary Party), and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guaranty applicable
to it as a Subsidiary Party and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a
“Guarantor” in the Security Agreement shall be deemed to include the New Subsidiary. The Guaranty is hereby incorporated herein by reference. 
 SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and








 
delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws,
fraudulent transfer, preference or similar laws and by general principles of equity. 
 SECTION 3. This Supplement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when
the Administrative Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by
facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Supplement. 

SECTION 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force and effect. 

SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty.

 SECTION 8. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent. 
 SECTION 9. Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the exercise of any right or remedy by any Secured Party hereunder or under
any other Loan Document are subject to the provisions of the Intercreditor Agreements. It is hereby expressly provided that, without the prior written consent of the Administrative Agent, the Collateral Agent and the Required Lenders (except as
contemplated pursuant to Section 2.14 of the Credit Agreement), no Loan Document may be amended or otherwise modified by virtue of the provisions of any Intercreditor Agreement to secure additional extensions of credit or add additional secured
parties. 

  
 -2-









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

	
	[NAME OF NEW SUBSIDIARY]
	
	By:
	
	  

	Name:
	Title:



  
 -3-









 
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
	
	By:
	
	  

	Name:
	Title:









 EXHIBIT F 
  

 
  

SECOND LIEN SECURITY AGREEMENT 
 dated as of 
 April [    ], 2013, 

among 

TRAVELPORT LLC, 

as the Borrower, 

TRAVELPORT LIMITED, 
 as Holdings, 
 WALTONVILLE LIMITED, 

as Intermediate Parent, 
 TDS INVESTOR (LUXEMBOURG) S.À R.L., 
 as TDS Intermediate Parent, 

CERTAIN OTHER SUBSIDIARIES OF HOLDINGS 
 IDENTIFIED HEREIN 
 and 

CREDIT SUISSE AG, 

as Collateral Agent 
  

 
  







 TABLE OF CONTENTS 

 

							
	ARTICLE I	  
		
	Definitions	  	 	1	  
			
	SECTION 1.01	  	Credit Agreement	  	 	1	  
	SECTION 1.02	  	Other Defined Terms	  	 	1	  
	
	ARTICLE II	  
		
	Pledge of Securities	  	 	4	  
			
	SECTION 2.01	  	Pledge	  	 	4	  
	SECTION 2.02	  	Delivery of the Pledged Collateral	  	 	6	  
	SECTION 2.03	  	Representations, Warranties and Covenants	  	 	6	  
	SECTION 2.04	  	Certification of Limited Liability Company and Limited Partnership Interests	  	 	8	  
	SECTION 2.05	  	Registration in Nominee Name; Denominations	  	 	8	  
	SECTION 2.06	  	Voting Rights; Dividends and Interest	  	 	8	  
	
	ARTICLE III	  
		
	Security Interests in Personal Property	  	 	10	  
			
	SECTION 3.01	  	Security Interest	  	 	10	  
	SECTION 3.02	  	Representations and Warranties	  	 	12	  
	SECTION 3.03	  	Covenants	  	 	14	  
	SECTION 3.04	  	Other Actions	  	 	16	  
	SECTION 3.05	  	Tranche S Collateral Account	  	 	17	  
	
	ARTICLE IV	  
		
	 Remedies
	  	 	17	  
			
	SECTION 4.01	  	Remedies Upon Default	  	 	17	  
	SECTION 4.02	  	Application of Proceeds	  	 	19	  
	
	ARTICLE V	  
		
	Indemnity, Subrogation and Subordination	  	 	20	  
			
	SECTION 5.01	  	Indemnity	  	 	20	  
	SECTION 5.02	  	Contribution and Subrogation	  	 	20	  
	SECTION 5.03	  	Subordination	  	 	20	  


  
 -i-










							
	ARTICLE VI	  
		
	Miscellaneous	  	 	21	  
			
	SECTION 6.01	  	Notices	  	 	21	  
	SECTION 6.02	  	Waivers; Amendment	  	 	21	  
	SECTION 6.03	  	Collateral Agent’s Fees and Expenses; Indemnification	  	 	22	  
	SECTION 6.04	  	Successors and Assigns	  	 	22	  
	SECTION 6.05	  	Survival of Agreement	  	 	23	  
	SECTION 6.06	  	Counterparts; Effectiveness; Several Agreement	  	 	23	  
	SECTION 6.07	  	Severability	  	 	23	  
	SECTION 6.08	  	Right of Set-Off	  	 	23	  
	SECTION 6.09	  	GOVERNING LAW; SERVICE OF PROCESS	  	 	24	  
	SECTION 6.10	  	WAIVER OF RIGHT TO TRIAL BY JURY	  	 	25	  
	SECTION 6.11	  	Headings	  	 	25	  
	SECTION 6.12	  	Security Interest Absolute	  	 	26	  
	SECTION 6.13	  	Termination or Release	  	 	26	  
	SECTION 6.14	  	Additional Restricted Subsidiaries	  	 	26	  
	SECTION 6.15	  	Collateral Agent Appointed Attorney-in-Fact	  	 	27	  
	SECTION 6.16	  	General Authority of the Collateral Agent	  	 	27	  
	
	ARTICLE VII	  
		
	Intercreditor Agreements	  	 	28	  
			
	SECTION 7.01	  	Intercreditor Agreements	  	 	28	  
	SECTION 7.02	  	Possession or Control of Collateral	  	 	28	  

  

			
	SCHEDULES	  	
		
	Schedule I	  	Subsidiary Parties
	Schedule II	  	Pledged Equity; Pledged Debt
	Schedule III	  	Commercial Tort Claims
	Schedule IV	  	Permitted Subsidiary Dispositions, Dissolutions and Liquidations
	Schedule V	  	100% Pledged Foreign Subsidiaries
	Schedule VI	  	Deposit Accounts, Securities Accounts
		
	EXHIBITS	  	
		
	Exhibit I	  	Form of Security Agreement Supplement
	Exhibit II	  	Form of Perfection Certificate


  
 -ii-









 SECOND LIEN SECURITY AGREEMENT, dated as of April [     ], 2013, among
TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar
(“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”),
the other Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE AG, as Collateral Agent (as defined below) for the Secured Parties (as defined below). 
 Reference is made to the Second Lien Credit Agreement, dated as of March 11, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Credit Suisse AG, as Administrative Agent and Collateral Agent, and each Lender from time to time party thereto. The Lenders have agreed to extend
credit on the Closing Date to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this
Agreement. Holdings and the Subsidiary Parties are Affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in
order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 
 ARTICLE I

 Definitions 
 SECTION 1.01 Credit Agreement. 
 (a) All terms defined in
the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC. Capitalized terms used in this
Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. 
 (b) The rules
of construction specified in Article I of the Credit Agreement also apply to this Agreement, mutatis mutandis. 
 SECTION 1.02 Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “Account Debtor” means any Person that is or that may become obligated to any Grantor under, with respect to or on account of an Account. 

“Accounts” has the meaning assigned to such term in Article 9 of the New York UCC. 

“Administrative Agent” means Credit Suisse AG, in its capacity as administrative agent hereunder and under the other
Loan Documents, and its successors in such capacity as provided in Article IX of the Credit Agreement. 







 “Agreement” means this Second Lien Security Agreement. 

“Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a). 

“Borrower” has the meaning assigned to such term in the preamble to this Agreement. 

“Claiming Party” has the meaning assigned to such term in Section 5.02. 

“Collateral” means the Article 9 Collateral and the Pledged Collateral. 

“Collateral Agent” means Credit Suisse AG, in its capacity as collateral agent hereunder and under the other Loan
Documents, and its successors in such capacity as provided in Article IX of the Credit Agreement. 
 “Contributing
Party” has the meaning assigned to such term in Section 5.02. 
 “Control” shall mean, in the
case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC. 
 “Credit
Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement. 
 “Deposit
Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by one or more Domestic Grantors, the Collateral Agent and the
applicable bank (with respect to a Deposit Account) and, if applicable, the First Priority Collateral Agent. 
 “Deposit
Accounts” means, collectively, with respect to each Domestic Grantor, all “deposit accounts” (as such term is defined in the UCC) located in the United States or any of its States or territories. 

“Discharge of First Priority Claims” has the meaning assigned to such term in the First Lien Intercreditor Agreement or
any other Senior Lien Intercreditor Agreement. 
 “Domestic Grantors” means, collectively, Holdings, the
Borrower and each Grantor that is a Domestic Subsidiary. 
 “Excluded Accounts” means (a) each Deposit
Account the funds in which are specially and exclusively used for payroll, payroll taxes and other employee wage benefit payments to or for the benefit of any Loan Party’s employees, (b) each Deposit Account that holds funds not owned by
any Loan Party, (c) Deposit Accounts or Securities Accounts not located in the United States or any of its States or territories, (d) tax withholding accounts (to the extent maintained by the Borrower and its Subsidiaries exclusively for
the purpose of maintaining or holding tax withholding amounts payable to applicable Governmental Authorities), in each case, entered into in the ordinary course of business and consistent with prudent business conduct, (e) segregated Deposit
Accounts constituting zero balance accounts, in each case to the extent such zero balance accounts are swept on a daily basis to a Deposit 

  
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Account that is subject to a Deposit Account Control Agreement, (f) the First Lien Tranche S Collateral Account and (g) any Deposit Accounts or Securities Accounts, the average daily
balance of which has not, for any period of twenty (20) consecutive Business Days after the Closing Date, exceeded $5,000,000 for any such account. 
 “Existing Tranche A Intercompany Note” means the “Tranche A Intercompany Note” as defined in the Junior Lien Indenture as of the Closing Date. 

“First Lien Tranche S Collateral Account Agreement” means the Tranche S Collateral Account Agreement dated as of
October 22, 2010. 
 “Foreign Collateral Agreement” means any Collateral Document that is not governed by
the Laws of the United States, any state thereof or the District of Columbia and that creates or purports to create a Lien or other security interest over any Grantor’s right, title and interest in, to and under any assets or property.

 “Foreign Grantor” means any Grantor other than a Domestic Grantor. 

“General Intangibles” has the meaning specified in Article 9 of the New York UCC and includes corporate or other
business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of
credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts, provided that General Intangibles shall not include any
intellectual property and related assets subject to the Intellectual Property Security Agreement. 
 “Grantor”
means each of Holdings, the Borrower and each Subsidiary Party. 
 “Holdings” has the meaning assigned to such
term in the preamble to this Agreement. 
 “Intermediate Parent” has the meaning assigned to such term in the
preamble to this Agreement. 
 “New York UCC” means the Uniform Commercial Code as from time to time in effect
in the State of New York. 
 “Obligations” means all “Obligations” as defined in the Credit
Agreement. 
 “Perfection Certificate” means a certificate substantially in the form of Exhibit II or in such
other form reasonably satisfactory to the Collateral Agent, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the chief financial officer and the chief legal officer of the Borrower (or such
other officers of the Borrower that are reasonably acceptable to the Collateral Agent). 
 “Permitted Transfer
Date” has the meaning specified in the PIK Credit Agreement as in effect on the Closing Date. 

  
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 “Pledged Collateral” has the meaning assigned to such term in
Section 2.01. 
 “Pledged Debt” has the meaning assigned to such term in Section 2.01. 

“Pledged Equity” has the meaning assigned to such term in Section 2.01. 

“Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the
Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. 
 “Secured Parties” means “Secured Parties” as defined in the Credit Agreement. 
 “Securities Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by one or more
Domestic Grantors, the Collateral Agent, and the applicable securities intermediary (with respect to a Securities Account) and, if applicable, the First Priority Collateral Agent. 

“Securities Accounts” means, collectively, with respect to each Domestic Grantor, all “securities accounts”
(as such term is defined in the UCC) located in the United States or any of its States or territories. 
 “Security
Agreement Supplement” means an instrument in the form of Exhibit I hereto. 
 “Security Interest”
has the meaning assigned to such term in Section 3.01(a). 
 “Subsidiary Parties” means (a) the
entities identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date. 
 “TDS Intermediate Parent” has the meaning assigned to such term in the preamble to this Agreement. 
 ARTICLE II 
 Pledge of Securities 

SECTION 2.01 Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, including the
Guaranties, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured
Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under: 
 (i) all Equity
Interests owned by it, including those listed opposite its name on Schedule II, and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged
Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting 

  
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Equity Interests in any Foreign Subsidiary of Holdings (provided that this clause (A) will not apply to any Foreign Subsidiary listed on Schedule V and any Foreign Subsidiary which
shall have its Equity Interests pledged in accordance with clause (j) of the definition of Collateral and Guarantee Requirement (with the Grantors hereby agreeing to identify each such Foreign Subsidiary in accordance with such clause
(j) in a written notice delivered to the Collateral Agent)), (B) Equity Interests in any Unrestricted Subsidiaries, (C) Equity Interests in any Subsidiary (x) of a Foreign Subsidiary of the Borrower or (y) of a Foreign
Subsidiary of Travelport (Bermuda) Ltd., (D) Equity Interests in any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests
serve as security for such Indebtedness or if, and only for so long as, the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests in any Person that is not a direct or indirect, wholly
owned Subsidiary of Holdings, (F) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax
consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders and (G) Equity Interests of the Subsidiaries listed on Schedule IV; 

(ii) other than in the case of each Foreign Grantor, (A) all debt securities owned by it, including those listed opposite its name
on Schedule II, and any debt securities obtained in the future by such Grantor and (B) the promissory notes and any other instruments evidencing such debt securities (collectively, the “Pledged Debt”); provided that the
Pledged Debt shall not include (x) any notes issued under the Junior Lien Indenture and held by any Grantor, (y) the First Lien Tranche S Collateral Account or any assets of any Grantor credited to the First Lien Tranche S Collateral
Account or (z) the Existing Tranche A Intercompany Note until the Permitted Transfer Date; 
 (iii) all other property
that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; 
 (iv) subject
to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other
Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; 
 (v) subject to
Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and 

(vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively
referred to as the “Pledged Collateral”); provided that Pledged Collateral shall not include any asset with respect to which a Lien or other security interest has been granted pursuant to a Foreign Collateral Agreement to the
extent that a Lien and security interest hereunder is not permitted under the law governing such Foreign Collateral Agreement; 

provided further that, notwithstanding any of the foregoing, the Pledged Equity shall, in any event, include all equity interests described
on Schedule II. 

  
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 TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest,
powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set
forth. 
 SECTION 2.02 Delivery of the Pledged Collateral. 

(a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the benefit of the
Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments
evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02. 

(b) Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of
$5,000,000 owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof. 

(c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock powers
duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising
part of the Pledged Collateral shall be accompanied by proper undated instruments of assignment duly executed by the applicable Grantor and such other undated instruments or documents as the Collateral Agent may reasonably request. Each delivery of
Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the
validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. 
 SECTION 2.03 Representations, Warranties and Covenants. Holdings and the Borrower jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the
Collateral Agent, for the benefit of the Secured Parties, that: 
 (a) Schedule II correctly sets forth the
percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, debt securities, promissory notes and other instruments required to be
pledged hereunder in order to satisfy the Collateral and Guaranty Requirement; 
 (b) the Pledged Equity and
Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a Subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge) have been duly and validly authorized and issued by the issuers
thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt 

  
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issued by a Person other than Holdings or a Subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge), are legal, valid and binding obligations of the issuers
thereof; 
 (c) except for the security interests granted hereunder, each of the Grantors (i) is and,
subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantors, (ii) holds the same free and
clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of,
or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit
Agreement and transfers or other transactions permitted under the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)),
however arising, of all Persons whomsoever; 
 (d) except for restrictions and limitations imposed by the Loan
Documents or securities laws generally and except as described on Schedule II or in the Perfection Certificate, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be
subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured
Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder; 

(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the
manner hereby done or contemplated; 
 (f) no consent or approval of any Governmental Authority, any securities
exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); 

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered
to the Collateral Agent in accordance with this Agreement (or (i) prior to the Discharge of First Priority Claims, are delivered to the First Priority Collateral Agent and (ii) after the Discharge of First Priority Claims, are delivered in
accordance with any other applicable Intercreditor Agreement), the Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations;
and 
 (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the
Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein. 

  
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 SECTION 2.04 Certification of Limited Liability Company and Limited Partnership
Interests. Each certificate representing an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 shall be delivered to the Collateral Agent. 

SECTION 2.05 Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing and the Collateral
Agent shall give the Borrower notice of its intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as
pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent, and each Grantor will promptly give to the Collateral Agent copies of any notices
or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of
smaller or larger denominations for any purpose consistent with this Agreement. 
 SECTION 2.06 Voting Rights; Dividends and
Interest. 
 (a) Unless and until an Event of Default shall have occurred and be continuing and the
Collateral Agent shall have notified the Borrower that the rights of the Grantors under this Section 2.06 are being suspended: 
 (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with
the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged
Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. 

(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each
Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to
subparagraph (i) above. 
 (iii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or
distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged
Equity or Pledged Debt, whether resulting from a subdivision, 

  
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combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption
thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be
commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be forthwith delivered to the
Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). 
 (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph
(a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all
such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or
other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith
delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent
pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the
provisions of Section 4.02. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would
otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. 
 (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph
(a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral
Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual
rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise
such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the
terms of paragraph (a)(i) of this Section 2.06. 
 (d) Any notice given by the Collateral Agent to the
Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and
(iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and
without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. 

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

(i) all Property and Goods; 
 (ii) all Accounts; 
 (iii) all Chattel Paper; 

(iv) all Commercial Tort Claims listed on Schedule III hereto; 

(v) all Deposit Accounts; 
 (vi) all Documents; 
 (vii) all Equipment; 

(viii) all General Intangibles; 
 (ix) all Instruments; 
 (x) all Inventory; 

(xi) all Investment Property; 

  
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 (xii) all books and records pertaining to the Article 9 Collateral; and

 (xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all
supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; 
 provided that
notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in
the relevant jurisdiction, (B) any Equity Interests in any Unrestricted Subsidiary or any Equity Interests in any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of
the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if, and only for so long as, the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (C) more than 65% of the
issued and outstanding voting Equity Interests in any Foreign Subsidiary of Holdings (provided that this clause (C) will not apply to any Foreign Subsidiary listed on Schedule V and any Foreign Subsidiary which shall have its Equity
Interests pledged in accordance with clause (j) of the definition of Collateral and Guarantee Requirement (with the Grantors hereby agreeing to identify each such Foreign Subsidiary in accordance with such clause (j) in a written notice
delivered to the Collateral Agent)), (D) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing
a security interest in such asset is excessive in view of the benefits to be obtained by the Lenders, (E) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, lease, instrument, license or other
document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor
of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein shall not include
negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document the right to terminate its
obligations thereunder, provided, however, that the limitation set forth in clause (E) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such
Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the Uniform Commercial Code, (F) Equity Interests in any Subsidiary (x) of a Foreign
Subsidiary of the Borrower or (y) of a Foreign Subsidiary of Travelport (Bermuda) Ltd., (G) Equity Interests in any Person that is not a direct or indirect, wholly owned Subsidiary of Holdings, (H) Equity Interests of the Subsidiaries
listed on Schedule IV, (I) the First Lien Tranche S Collateral Account or any assets of any Grantor credited to the First Lien Tranche S Collateral Account, (J) any notes issued under the Junior Lien Indenture and held by any Grantor,
(K) the Existing Tranche A Intercompany Note until the Permitted Transfer Date or (L) any asset with respect to which a Lien or other security interest has been granted pursuant to a Foreign Collateral Agreement to the extent that a Lien
and security interest hereunder is not permitted under the law governing such Foreign Collateral Agreement. Each Domestic Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any such
required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material. 

  
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 (b) Each Domestic Grantor hereby irrevocably authorizes the Collateral Agent
for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and
amendments thereto or continuation statements without the signature of the Domestic Grantor in respect thereof that (i) indicate the Collateral as “all assets whether now owned or hereafter acquired” of such Domestic Grantor, or words
of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of
any financing statement or amendment, including (A) whether such Domestic Grantor is an organization, the type of organization and any organizational identification number issued to such Domestic Grantor and (B) in the case of a financing
statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Domestic Grantor agrees to provide such information to the Collateral Agent promptly upon request. 

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured
Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral. 
 SECTION 3.02 Representations and Warranties. Holdings and the Borrower jointly and severally represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the Secured
Parties that: 
 (a) Each Domestic Grantor has good and valid rights in and title to the Article 9
Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute,
deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained. 

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein,
including the exact legal name of each Grantor, is correct and complete in all material respects as of the Closing Date. The UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or
registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate
(or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations
that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Article 9 Collateral in which the


  
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Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform
Commercial Code in the relevant jurisdiction or by filing with the United States Patent and Trademark Office or the United States Copyright Office, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration
is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. 
 (c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations and (ii) subject to the
filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United
States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction. The Security Interest (to the extent such Security Interest can be perfected by making the
filings and recordations described in the immediately preceding sentence) is and shall be (x) pari passu in priority with any Pari Passu Liens on any of the Article 9 Collateral expressly permitted pursuant to Section 7.01 of
the Credit Agreement, (y) prior in priority to any Junior Liens on any of the Article 9 Collateral expressly permitted pursuant to Section 7.01 of the Credit Agreement, and (z) prior to any other Lien on any of the Article 9
Collateral, other than Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. 
 (d)
The Article 9 Collateral is owned by the Domestic Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Domestic Grantors has filed or consented to the
filing of (i) any financing statement or analogous document under the New York UCC or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which any Domestic Grantor assigns any Article 9
Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar
instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. 
 (e) With respect to any Collateral consisting of a Deposit Account (other than any Excluded Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic Grantors, the applicable
bank and the Collateral Agent of a Deposit Account Control Agreement with respect to such Collateral, the Collateral Agent shall have a perfected security interest in such Collateral. Each Domestic Grantor hereby represents and warrants that as of
the Closing Date, such Domestic Grantor has neither opened nor maintains any Deposit Accounts other than the Excluded Accounts and the accounts listed on Schedule VI. As of the date hereof and until the termination of this Agreement pursuant to
Section 6.13, no Domestic Grantor has granted or shall grant Control of any Deposit Account to any Person other than (i) the Collateral Agent, (ii) the First Priority Collateral Agent or pursuant to the First Lien Debt Documents or
any First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation and/or (iii) as permitted in accordance with the Pari Passu Lien Intercreditor Agreement. 

  
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 (f) With respect to any Collateral consisting of a Securities Account (other
than any Excluded Accounts), upon execution and delivery by the applicable Domestic Grantor or Domestic Grantors, the applicable Securities Intermediary and the Collateral Agent of a Securities Account Control Agreement with respect to such
Collateral, the Collateral Agent shall have a perfected security interest in such Collateral. Each Domestic Grantor hereby represents and warrants that as of the Closing Date, such Domestic Grantor has neither opened nor maintains any Securities
Accounts other than the Excluded Accounts and the accounts listed on Schedule VI. As of the date hereof and until the termination of this Agreement pursuant to Section 6.13, no Domestic Grantor has granted or shall grant Control of any
Securities Account to any Person other than (i) the Collateral Agent, (ii) the First Priority Collateral Agent or pursuant to the First Lien Debt Documents or any First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation
and/or (iii) as permitted in accordance with the Pari Passu Lien Intercreditor Agreement. 
 (g) Schedule
III sets forth Commercial Tort Claims held by any Domestic Grantor with a value in excess of $5,000,000. 
 SECTION 3.03
Covenants. 
 (a) The Borrower agrees promptly to notify the Collateral Agent in writing of any change
(i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor. 

(b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to
the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the
Credit Agreement. 
 (c) Each year, at the time of delivery of annual financial statements with respect to the
preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by the chief financial officer and the chief legal officer of the Borrower setting forth the
information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f), 2(b), 8(a) and 8(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent
certificate delivered pursuant to this Section 3.03(c) and certifying that all UCC financing statements and other appropriate filings, recordings or registrations have been filed of record in each governmental, municipal or other appropriate
office in each jurisdiction necessary to protect and perfect the Security Interests and Liens under this Agreement (in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the
United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction) and the Intellectual Property Security Agreement (to the extent required thereby) for a
period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period). 

  
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 (d) The Grantors agree, at their own expense, to execute, acknowledge,
deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the
rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including
fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $5,000,000 shall be or become evidenced by any promissory note or
other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent. 

(e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security
interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral
to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and the Grantors agree, jointly and severally, to reimburse
the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor
from the performance of, or imposing any obligation on the Collateral Agent or any other Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or
other encumbrances and maintenance as set forth herein or in the other Loan Documents. 
 (f) If at any time any
Grantor shall take a security interest in any property of an Account Debtor or any other Person, the value of which is in excess of $5,000,000, to secure payment and performance of an Account, such Grantor shall promptly assign such security
interest to the Collateral Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the
Account Debtor or other Person granting the security interest. 
 (g) Each Grantor (rather than the Collateral
Agent or any other Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument
relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the other Secured Parties from and against any
and all liability for such performance. 
 (h) If any Grantor shall at any time hold or acquire a Commercial Tort
Claim with a value in excess of $5,000,000, such Grantor shall promptly notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent a security interest therein and in the Proceeds
thereof, all upon the terms of this Agreement pursuant to a document in form and substance reasonably satisfactory to the Collateral Agent. 

  
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 SECTION 3.04 Other Actions. In order to further insure the attachment, perfection and
priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

 (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting
Collateral and evidencing an amount in excess of $5,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment
duly executed in blank as the Collateral Agent may from time to time reasonably request. 
 (b) Investment
Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the
benefit of the Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are
uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof
and, at the Collateral Agent’s reasonable request pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as
to such securities, without further consent of any Grantor or such nominee or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment
property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the
Collateral Agent thereof and at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, shall either (i) cause such securities intermediary or (as the case
may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on
account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held
through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent,


  
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to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement
orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has
occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary. 

(c) Control Agreements. Subject to the terms of clause (f) of the definition of Collateral and Guarantee
Requirement, the applicable Domestic Grantor shall deliver to the Collateral Agent executed control agreements and ensure that the Collateral Agent has “control” (within the meaning of Section 9-104 of the New York Uniform Commercial
Code) over each deposit account and securities account that the Collateral Agent is entitled to have “control” over pursuant to clause (f) of the Collateral and Guarantee Requirement, to the extent required thereby. 

SECTION 3.05 Tranche S Collateral Account. Each Lender hereby acknowledges that (a) pursuant to the First Lien Tranche S
Collateral Account Agreement the Borrower has granted to the Synthetic L/C Issuer (as defined in the First Lien Credit Agreement) a first priority perfected Lien on the First Lien Tranche S Collateral Account and the assets credited thereto and the
proceeds thereof to secure the Borrower’s obligations in respect of the Synthetic L/C Letters of Credit (as defined in the First Lien Credit Agreement as in effect on the date hereof), which Lien inures to the sole benefit of the Synthetic L/C
Issuer (as defined in the First Lien Credit Agreement) in its capacity as the Synthetic L/C Issuer (as defined in the First Lien Credit Agreement), and not in its capacities as the administrative agent or the collateral agent, (b) no Lien
created under the Collateral Documents on the First Lien Tranche S Collateral Account and the assets credited thereto and the proceeds thereof will be perfected as a result of the First Lien Tranche S Collateral Account Agreement or any agreements
of the Borrower set forth therein and (c) any Liens created under the Collateral Documents on the First Lien Tranche S Collateral Account and the assets credited thereto that are unperfected are effectively subordinated to the Lien thereon for
the benefit of the Synthetic L/C Issuer (as defined in the First Lien Credit Agreement) created under the First Lien Tranche S Collateral Account Agreement to the extent such Lien is perfected. 

ARTICLE IV 

Remedies 

SECTION 4.01 Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, it is agreed
that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law and also may (i) require each Grantor to, and
each Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be
designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful 

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

  
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made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any
Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party
from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a
written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the
Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative
to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a
court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in
Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. 
 (c) Each Grantor
irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of
Default and after notice to the Borrower of its intent to exercise such rights, for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on
any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required
by Section 6.07 of the Credit Agreement or paying any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses
and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby. 
 SECTION 4.02 Application of Proceeds. 
 (a) The Collateral
Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of the Credit Agreement. The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the
Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase
money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. 
 (b) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of
unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that
nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any
decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it. 

  
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 ARTICLE V 
 Indemnity, Subrogation and Subordination 
 SECTION 5.01 Indemnity.
In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 5.03), the Borrower agrees that, in the event any assets of any Grantor shall be sold pursuant to this Agreement
or any other Collateral Document to satisfy in whole or in part an Obligation owed to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

 SECTION 5.02 Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees
(subject to Section 5.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party, and such other Subsidiary Party (the “Claiming
Party”) shall not have been fully indemnified by the Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such
assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth
of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party
making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 
 SECTION 5.03 Subordination. 
 (a) Notwithstanding any
provision of this Agreement to the contrary, all rights of the Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated


  
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to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other
payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of
such Grantor hereunder. 
 (b) Each Grantor hereby agrees that upon the occurrence and during the continuance of
an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. 

ARTICLE VI 

Miscellaneous 
 SECTION 6.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement. 

SECTION 6.02 Waivers; Amendment. 
 (a) No failure or delay by the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Collateral 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
this Agreement 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 6.02, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent or
any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the
Credit Agreement. 

  
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 SECTION 6.03 Collateral Agent’s Fees and Expenses; Indemnification. 

(a) The Grantors, jointly and severally, agree to reimburse the Collateral Agent for its costs and expenses as provided in
Section 10.04 of the Credit Agreement as if each reference in such Section to the “Borrower” were a reference to “each Grantor” and with the same force and effect as if such Grantor (if not a party to the Credit Agreement)
were a party to the Credit Agreement. 
 (b) Without limitation of the indemnification obligations under the
other Loan Documents, the Grantors, jointly and severally, agree to indemnify the Collateral Agent and each other Indemnitee (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the reasonable 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, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer, partner, member, trustee, employee, counsel, agent, administrator, manager, representative, advisor or attorney-in-fact
of such Indemnitee. 
 (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days of written demand therefor. 
 (d) No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability (on any theory of liability) for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising
out of its activities in connection herewith or therewith; provided, however, that nothing contained in this sentence will limit the indemnity obligations of the Grantors set forth in this Section 6.03 or in any other Loan
Document. 
 SECTION 6.04 Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to,
such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure
to the benefit of their respective successors and assigns. 

  
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 SECTION 6.05 Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by
the Agents and the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by or on behalf of any Agent or any Lender and notwithstanding that any 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 under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid. 
 SECTION 6.06
Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Agreement.
This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the
Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured
Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be
void) except as expressly permitted by this Agreement and the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to
any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder. 
 SECTION 6.07 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. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions. 
 SECTION 6.08 Right of Set-Off. Subject to the terms of the Intercreditor
Agreements, in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior
notice to the Borrower or any other Grantor, any such notice being waived by the Borrower and each Grantor (on behalf of itself and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by, and other 

  
 23 









 
Indebtedness at any time owing by, such Lender and its Affiliates, as the case may be, to or for the credit or the account of the respective Grantors and their Subsidiaries against any and all
Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement or under any other Loan
Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such setoff and application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 6.08 are in
addition to other rights and remedies (including other rights of setoff) that such Lender may have. 
 SECTION 6.09
GOVERNING LAW; SERVICE OF PROCESS. 
 (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY
LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY 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. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 6.01. 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. 
 (c) EACH OF HOLDINGS, INTERMEDIATE PARENT, TDS INTERMEDIATE PARENT AND EACH OTHER FOREIGN GRANTOR 

  
 24 









 
HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE BORROWER 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 THAT MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A
COPY OF SUCH PROCESS TO HOLDINGS, INTERMEDIATE PARENT, TDS INTERMEDIATE PARENT OR SUCH FOREIGN GRANTOR IN CARE OF THE BORROWER AT THE BORROWER’S ADDRESS USED FOR PURPOSES OF GIVING NOTICES UNDER SECTION 6.01, AND EACH OF HOLDINGS, INTERMEDIATE
PARENT AND TDS INTERMEDIATE PARENT AND EACH OTHER FOREIGN GRANTOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE BORROWER TO ACCEPT SUCH SERVICE ON ITS BEHALF. 

(d) IN THE EVENT HOLDINGS, INTERMEDIATE PARENT, TDS INTERMEDIATE PARENT OR ANY OTHER FOREIGN GRANTOR OR ANY OF ITS
ASSETS HAS OR HEREAFTER ACQUIRES, IN ANY JURISDICTION IN WHICH JUDICIAL PROCEEDINGS MAY AT ANY TIME BE COMMENCED WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, ANY IMMUNITY FROM JURISDICTION, LEGAL PROCEEDINGS, ATTACHMENT (WHETHER BEFORE
OR AFTER JUDGMENT), EXECUTION, JUDGMENT OR SETOFF, HOLDINGS, INTERMEDIATE PARENT, TDS INTERMEDIATE PARENT OR SUCH OTHER FOREIGN GRANTOR, AS APPLICABLE, HEREBY IRREVOCABLY AGREES NOT TO CLAIM AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES SUCH
IMMUNITY. 
 SECTION 6.10 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT,
OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL
BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 6.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY. 
 SECTION 6.11 Headings. Article and Section headings and the Table of Contents used herein are
for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

  
 25 









 SECTION 6.12 Security Interest Absolute. All rights of the Collateral Agent
hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the
Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of
any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) subject to the terms of Section 6.13, any other
circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement. 
 SECTION 6.13 Termination or Release. 
 (a) This Agreement,
the Security Interest and all other security interests granted hereby shall terminate when all the outstanding Obligations (other than contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the
Lenders have no further commitment to lend under the Credit Agreement. Notwithstanding anything herein or in any other Loan Document to the contrary, if any of the Administrative Agent, the Collateral Agent or any other Secured Party is required to
turn over or pay over any payment, or any part thereof, of any Obligation to any other holder of any Indebtedness or other obligation of the Borrower or any other Loan Party pursuant to any intercreditor agreement (including any of the Intercreditor
Agreements) entered into by the Administrative Agent and/or the Collateral Agent, on behalf of the Secured Parties, then, for all purposes of this Agreement and the other Loan Documents, to the extent of such turnover or payover the amount of such
payment of such Obligation shall be disregarded and deemed not to have been made, and such Obligation shall continue to be due and outstanding and shall not be deemed to have been discharged or paid. 

(b) A Subsidiary Party shall automatically be released from its obligations hereunder, and Liens created hereunder on any
Collateral shall automatically be released, in each case as provided in Section 9.11(c) of the Credit Agreement. 
 (c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 6.13, the Collateral Agent shall execute and deliver to any Grantor, at such
Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the
Collateral Agent. 
 SECTION 6.14 Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit
Agreement, certain Restricted Subsidiaries that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties. Upon execution and delivery by the Collateral
Agent and a 

  
 26 









 
Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a
Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding
the addition of any new Loan Party as a party to this Agreement. 
 SECTION 6.15 Collateral Agent Appointed
Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the
foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution
either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or
any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the
Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise
realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify,
or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and
to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take
any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually
received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross
negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact. 
 SECTION 6.16 General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto)
shall be deemed irrevocably (a) to consent to the appointment of the 

  
 27 









 
Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such
Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or
thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to
exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement
and any other Collateral Documents. 
 ARTICLE VII 

Intercreditor Agreements 
 SECTION 7.01 Intercreditor Agreements. Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the exercise of any right or remedy by
any Secured Party hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreements. It is hereby expressly provided that, without the prior written consent of the Administrative Agent, the Collateral Agent and
the Required Lenders (except as contemplated pursuant to Section 2.14 of the Credit Agreement), no Loan Document may be amended or otherwise modified by virtue of the provisions of any Intercreditor Agreement to secure additional extensions of
credit or add additional secured parties. 
 SECTION 7.02 Possession or Control of Collateral. Notwithstanding anything
herein to the contrary, for so long as the Discharge of First Priority Claims shall not have occurred and the First Lien Documents or any other documents governing Senior Lien Indebtedness shall require the delivery of possession or control to the
First Priority Collateral Agent of any Collateral, any covenant hereunder requiring (or any representation or warranty hereunder to the extent that it would have the effect of requiring) the delivery of possession or control to the Collateral Agent
of such Collateral shall be deemed to have been satisfied (or, in the case of any representation and warranty, shall be deemed to be true) if, prior to the Discharge of First Priority Claims, such possession or control shall have been delivered to
the First Priority Collateral Agent, as provided in the First Lien Intercreditor Agreement or any other Senior Lien Intercreditor Agreement. 

  
 28 









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

			
	TRAVELPORT LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	TRAVELPORT LIMITED
		
	By:	 	  

		 	Name:
		 	Title:
	
	WALTONVILLE LIMITED
		
	By:	 	  

		 	Name:
		 	Title:
	
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
		
	By:	 	  

		 	Name:
		 	Title:
	
	[EACH OF THE OTHER SUBSIDIARIES LISTED ON SCHEDULE I HERETO]
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page – Second Lien Security Agreement] 







 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page – Second Lien Security Agreement] 







 Schedule I to the 
 Second Lien Security Agreement 
 SUBSIDIARY PARTIES 

 

			
	 Name of Subsidiary Party
	  	Jurisdiction of
Formation
	WORLDSPAN BBN Holdings, LLC	  	California
		
	Galileo Asia, LLC	  	Delaware
	Galileo International Technology, LLC	  	Delaware
	Galileo Latin America, L.L.C.	  	Delaware
	Galileo Technologies LLC	  	Delaware
	OWW2, LLC	  	Delaware
	Travel Industries, Inc.	  	Delaware
	Travelport Holdings, Inc.	  	Delaware
	Travelport Holdings, LLC	  	Delaware
	Travelport Inc.	  	Delaware
	Travelport International Services, Inc.	  	Delaware
	Travelport Investor LLC	  	Delaware
	Travelport LLC	  	Delaware
	Travelport North America, Inc.	  	Delaware
	Travelport Operations, Inc.	  	Delaware
	Travelport Services LLC	  	Delaware
	Travelport, LP	  	Delaware
	WORLDSPAN Digital Holdings, LLC	  	Delaware
		
	WORLDSPAN IJET HOLDINGS, LLC	  	Delaware
		
	Worldspan LLC	  	Delaware
	Worldspan StoreMaker Holdings, LLC	  	Delaware
		
	Worldspan Technologies Inc.	  	Delaware
		
	Worldspan Viator Holdings, LLC	  	Delaware
		
	WS Financing Corp.	  	Delaware
		
	Travelport Finance Management LLC	  	Delaware
	WORLDSPAN OPENTABLE HOLDINGS, LLC	  	Georgia
		
	WORLDSPAN S.A. HOLDINGS II, L.L.C.	  	Georgia
		
	WORLDSPAN South American Holdings LLC	  	Georgia
		
	WORLDSPAN XOL LLC	  	Georgia
		
	Waltonville Limited	  	Gibraltar
	TDS Investor (Luxembourg) S.à r.l.	  	Luxembourg


  
 Schedule I









 Schedule II to the 
 Second Lien Security Agreement 
 EQUITY INTERESTS 

 

									
	 Entity
	  	 Number of

Certificate
	  	 Registered

Owner(s)
	  	 Number and Class

Equity Interests
	  	 Percentage of

Equity Interests

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

 DEBT SECURITIES 
  

									
	 Holder
	  	 Issuer
	  	 Principal Amount
	  	 Date of Note
	  	 Maturity Date

		  		  		  		  	
		  		  		  		  	


  
 Schedule II









 Schedule III to the 
 Second Lien Security Agreement 
 COMMERCIAL TORT CLAIMS 

[                         
               ] 
 . 

  
 Schedule III









 Schedule IV to the 
 Second Lien Security Agreement 
 PERMITTED SUBSIDIARY DISPOSITIONS, DISSOLUTIONS
AND LIQUIDATIONS 

[                         
               ] 

  
 Schedule IV









 Schedule V to the 
 Second Lien Security Agreement 
 100% PLEDGED FOREIGN SUBSIDIARIES 

[                         
               ] 

  
 Schedule V









 Schedule VI to the 
 Second Lien Security Agreement 
 DEPOSIT ACCOUNTS 

 

							
	 Owner
	 	 Type Of Account
	 	 Bank
	  	 Account Number

		 		 		  	

 SECURITIES ACCOUNTS 
 [                                  
      ] 

  
 Schedule VI









 Exhibit I to the 
 Second Lien Security Agreement 
 SUPPLEMENT NO.     , dated as
of [—] (this “Supplement”), to the Second Lien Security Agreement, dated as of April [    ], 2013 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the
“Borrower”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and Credit Suisse AG, as Collateral Agent. 

A. Reference is made to the Second Lien Credit Agreement, dated as of March 11, 2013 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Credit Suisse AG, as Administrative Agent, Credit Suisse AG, as Collateral Agent, and each
Lender from time to time party thereto. 
 B. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Security Agreement. 
 C. The Grantors have entered into the Security Agreement in order
to induce the Lenders to make Loans. Section 6.14 of the Security Agreement provides that additional Restricted Subsidiaries of Holdings may become Subsidiary Parties under the Security Agreement by execution and delivery of an instrument in
the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Security
Agreement and as consideration for Loans previously made continuing to be outstanding. 
 Accordingly, the Collateral Agent and
the New Subsidiary agree as follows: 
 SECTION 1. (a) In accordance with Section 6.14 of the Security Agreement, the New
Subsidiary by its signature below becomes a Subsidiary Party and Grantor under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary Party and Grantor and the New Subsidiary hereby (i) agrees to
all the terms and provisions of the Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (ii) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and
correct on and as of the date hereof. 
 (b) In furtherance of the foregoing, the New Subsidiary, as security for the payment
and performance in full of the Obligations, including the Guaranties, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of the New
Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the Security Agreement) of the New Subsidiary. 

  
 Exhibit I-1









 (c) Each reference to a “Grantor” in the Security Agreement shall be deemed
to include the New Subsidiary and each reference to a “Domestic Grantor” in the Security Agreement shall be deemed to include any New Subsidiary that is a Domestic Subsidiary. The Security Agreement is hereby incorporated herein by
reference. 
 SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that
this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws,
fraudulent transfer, preference or similar laws and by general principles of equity. 
 SECTION 3. This Supplement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when
the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary, and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by
facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Supplement. 

SECTION 4. The New Subsidiary hereby represents and warrants that (a) Schedule I attached hereto sets forth, as of the date hereof,
a true and complete list of (i) all the Pledged Equity owned by the New Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity owned by the
New Subsidiary and (ii) all the Pledged Debt owned by the New Subsidiary and (b) set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of formation, any organizational
identification number issued to such New Subsidiary and the location of its chief executive office. 
 SECTION 5. Except as
expressly supplemented hereby, the Security Agreement shall remain in full force and effect. 
 SECTION 6. THIS SUPPLEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. In case any one or more
of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way
be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

  
 Exhibit I-2









 SECTION 8. All communications and notices hereunder shall be in writing and given as
provided in Section 6.01 of the Security Agreement. 
 SECTION 9. The New Subsidiary agrees to reimburse the Collateral
Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. 

SECTION 9. Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the
exercise of any right or remedy by any Secured Party hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreements. It is hereby expressly provided that, without the prior written consent of the
Administrative Agent, the Collateral Agent and the Required Lenders (except as contemplated pursuant to Section 2.14 of the Credit Agreement), no Loan Document may be amended or otherwise modified by virtue of the provisions of any
Intercreditor Agreement to secure additional extensions of credit or add additional secured parties. 

  
 Exhibit I-3









 IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Security Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	Jurisdiction of Formation:
	Address of Chief Executive Office:
	
	Organizational ID Number:
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
 as Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 Exhibit I-4









 Schedule I 
 to the Supplement No      
 to the Second Lien Security Agreement

 EQUITY INTERESTS 
  

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

 DEBT SECURITIES 
  

							
	 Issuer
	  	Principal
Amount	  	Date of Note	  	Maturity Date
		  		  		  	
		  		  		  	
		  		  		  	


  
 Exhibit I - 5









 Exhibit II to the 
 Second Lien Security Agreement 
 FORM OF 

PERFECTION CERTIFICATE 
 [Date] 
 Reference is made to the Second Lien Credit Agreement, dated as of
March 11, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Travelport Limited, a company incorporated under the laws of Bermuda
(“Holdings”), Travelport LLC, a Delaware corporation (the “Borrower”), Waltonville Limited, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS Investor (Luxembourg)
S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), Credit Suisse AG, as the Administrative Agent, Credit Suisse AG, as
the Collateral Agent, and each Lender from time to time party thereto. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Security Agreement or Guaranty referred to therein, as applicable.

 The undersigned, the Chief Financial Officer and the Chief Legal Officer, respectively, of the Borrower, hereby certify to
the Administrative Agent and each other Secured Party as of the date hereof as follows: 
 1. Names. (a) The exact legal name of
each Loan Party, as such name appears in its certificate of incorporation or formation, is as follows: 
 (b) Set forth in Schedule 1 is
each other legal name that, to our knowledge, each Loan Party has had in the past year, together with the date of the relevant change: 

(c) Except as set forth in Schedule 1 hereto, to our knowledge, no Loan Party has changed its identity or corporate structure in any way within
the past year. Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, include in Schedule 1
the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a merger or consolidation to the extent such information is available to the Borrower. 

(d) To our knowledge, Schedule 1 sets forth a list of all other names (including trade names or similar appellations) used by each Loan Party or any
of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past year: 
 (e) Set forth below is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Loan Party that is a registered organization: 

(f) Set forth below is the Federal Taxpayer Identification Number of each Loan Party: 

  
 Exhibit II - 1









 2. Current Locations. (a) The chief executive office of each Loan Party is located at the
address set forth opposite its name below: 
 (b) The jurisdiction of formation of each Loan Party that is a registered organization is set
forth opposite its name below: 
 (c) Set forth below is a list of all real property owned by each Loan Party that has a book value in
excess of $7,250,000 and the name of the Loan Party that owns such real property: 
 3. Unusual Transactions. All Accounts have been
originated by the applicable Loan Party and all Inventory has been acquired by the applicable Loan Party in the ordinary course of business (other than Accounts acquired in connection with a business acquisition). 

4. Schedule of Filings. Attached hereto as Schedule 4 is a schedule setting forth the proper Uniform Commercial Code filing office in the
jurisdiction in which each Loan Party is located and, to the extent any of the Collateral is comprised of fixtures, in the proper local jurisdiction, in each case as set forth with respect to such Loan Party in Section 2 hereof. 

5. Stock Ownership and other Equity Interests. Attached hereto as Schedule 5 is a true and correct list of all the issued and outstanding
Equity Interests of the Borrower and of each Subsidiary that are owned by Holdings, the Borrower or any other Loan Party and the record and beneficial owners of such Equity Interests, to the extent required to be pledged under the Security
Agreement. Also set forth on Schedule 5 is each Investment of Holdings, the Borrower or any other Loan Party that represents 50% or less of the Equity Interests of the Person in which such Investment was made, to the extent required to be pledged
under the Security Agreement. 
 6. Debt Instruments. Attached hereto as Schedule 6 is a true and correct list of all
promissory notes and other evidence of Indebtedness for borrowed money held by Holdings, the Borrower or any other Loan Party having a principal amount in excess of $5,000,000 that are required to be pledged under the Security Agreement. 

7. Mortgage Filings. Attached hereto as Schedule 7 is a schedule setting forth, with respect to each Mortgaged Property, (a) the
exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name identified pursuant to clause (a), the exact name of the current
mortgagor/grantor of such property reflected in the records of the filing office for such property identified pursuant to the following clause and (c) the filing office in which a Mortgage with respect to such property must be filed or recorded
in order for the Collateral Agent to obtain a perfected security interest therein. 
 8. Intellectual Property. (a) Attached
hereto as Schedule 8(a) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth all of each Loan Party’s: (i) Trademarks and Trademark Applications (such terms, as used herein, as


  
 Exhibit II - 2









 
defined in the Intellectual Property Security Agreement), including the name of the registered owner, and the registration or application number of each Trademark and Trademark application owned
by any Loan Party; and (ii) Patents and Patent Applications (such terms, as used herein, as defined in the Intellectual Property Security Agreement), including the name of the registered owner, type, and registration or application number of
each Patent and Patent Application owned by any Loan Party. 
 (b) Attached hereto as Schedule 8(b) in proper form for filing with the
United States Copyright Office is a schedule setting forth all of each Loan Party’s Copyrights (as used herein, as defined in the Intellectual Property Security Agreement), including the name of the registered owner, title, and the registration
number of each Copyright owned by any Loan Party. 

  
 Exhibit II - 3









 IN WITNESS WHEREOF, the undersigned have duly executed this certificate as of the date first set above.

  

			
	TRAVELPORT LLC,
		
	        by:	 	  

		 	Name:
		 	Title:
		
	        by:	 	  

		 	Name:
		 	Title:


 Perfection Certificate 







 Schedule 1 

 

							
	 Loan Party
	  	Each Legal Name
in Past Year
(with date of relevant
change	  	Changes in Identity or
Corporate Structure in Past
Year (including
Mergers,
Consolidations and
Acquisitions, and any
change in form, nature or
jurisdiction)	  	List of all other Names
(including Trade Names)
in Past Year
				
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	


  
 Exhibit II - 5









 Schedule 4 

 

			
	 Loan Parties
	  	 Filing Location

		  	
		  	
		  	
		  	


  
 Exhibit II - 6









 Schedule 5 

 

							
	 Entity
	  	Jurisdiction of
Incorporation
or Formation	  	Issued and
Outstanding
Equity
Interests	  	Owner(s)
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	

  

					
	 Investment of 50% or Less
	  	Percentage of Ownership	  	Owner(s)
		  		  	
		  		  	
		  		  	
		  		  	


  
 Exhibit II - 7









 Schedule 6 

 

									
	 Lender
	  	Issuer	  	Principal Amount	  	Date of Note	  	Maturity Date
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 Exhibit II - 8









 Schedule 7 

 

					
	 Owner
	  	Mortgagor	  	Filing Office
		  		  	
		  		  	
		  		  	
		  		  	


  
 Exhibit II - 9









 Schedule 8(a)(i) 
 Trademarks and Trademark Applications 
  

													
	 Jurisdiction
	  	Trademark:	  	Owner Name:	  	App. No.	  	App. Date	  	Reg. No.	  	Reg. Date
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
 Exhibit II -
10 








 Schedule 8(a)(ii) 
 Patents and Published Pending Patent Applications 
  

															
	 Jurisdiction
	  	Title	  	Inventor(s)	  	Owner Name:	  	App. No.	  	App. Date	  	Patent No.	  	Issue Date
		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  	


  
 Exhibit II -
11 








 Schedule 8(b) 
 Registered Copyrights 
  

									
	 Jurisdiction
	  	Copyright	  	Owner Name:	  	Reg. No.	  	Reg. Date
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 Exhibit II -
12 








 EXHIBIT G 
  

 
 SECOND LIEN INTELLECTUAL PROPERTY
SECURITY AGREEMENT 
 dated as of 
 April [    ], 2013, 
 among 

TRAVELPORT LLC, 

as the Borrower, 

TRAVELPORT LIMITED, 
 as Holdings, 
 WALTONVILLE LIMITED, 

as Intermediate Parent, 
 TDS INVESTOR (LUXEMBOURG) S.À R.L, 
 as TDS Intermediate Parent, 

CERTAIN OTHER SUBSIDIARIES OF HOLDINGS 
 IDENTIFIED HEREIN 
 and 

CREDIT SUISSE AG, 

as Collateral Agent 
  

 







 TABLE OF CONTENTS 

 

											
	 ARTICLE I DEFINITIONS
	  	 	1	  
		  	 	SECTION 1.01.	  	  	 Credit Agreement
	  	 	1	  
		  	 	SECTION 1.02.	  	  	 Other Defined Terms
	  	 	1	  
		
	 ARTICLE II SECURITY INTERESTS
	  	 	4	  
		  	 	SECTION 2.01.	  	  	 Security Interest
	  	 	4	  
		  	 	SECTION 2.02.	  	  	 Representations and Warranties
	  	 	5	  
		  	 	SECTION 2.03.	  	  	 Covenants
	  	 	7	  
		  	 	SECTION 2.04.	  	  	 As to Intellectual Property Collateral
	  	 	8	  
		
	 ARTICLE III REMEDIES
	  	 	10	  
		  	 	SECTION 3.01.	  	  	 Remedies Upon Default
	  	 	10	  
		  	 	SECTION 3.02.	  	  	 Application of Proceeds
	  	 	11	  
		  	 	SECTION 3.03.	  	  	 Grant of License to Use Intellectual Property
	  	 	11	  
		
	 ARTICLE IV INDEMNITY, SUBROGATION AND SUBORDINATION
	  	 	12	  
		  	 	SECTION 4.01.	  	  	 Indemnity
	  	 	12	  
		  	 	SECTION 4.02.	  	  	 Contribution and Subrogation
	  	 	12	  
		  	 	SECTION 4.03.	  	  	 Subordination
	  	 	12	  
		
	 ARTICLE V MISCELLANEOUS
	  	 	13	  
		  	 	SECTION 5.01.	  	  	 Notices
	  	 	13	  
		  	 	SECTION 5.02.	  	  	 Waivers; Amendment
	  	 	13	  
		  	 	SECTION 5.03.	  	  	 Collateral Agent’s Fees and Expenses; Indemnification
	  	 	14	  
		  	 	SECTION 5.04.	  	  	 Successors and Assigns
	  	 	14	  
		  	 	SECTION 5.05.	  	  	 Survival of Agreement
	  	 	15	  
		  	 	SECTION 5.06.	  	  	 Counterparts; Effectiveness; Several Agreement
	  	 	15	  
		  	 	SECTION 5.07.	  	  	 Severability
	  	 	15	  
		  	 	SECTION 5.08.	  	  	 Right of Set-Off
	  	 	15	  
		  	 	SECTION 5.09.	  	  	 GOVERNING LAW; SERVICE OF PROCESS
	  	 	16	  
		  	 	SECTION 5.10.	  	  	 WAIVER OF RIGHT TO TRIAL BY JURY
	  	 	17	  
		  	 	SECTION 5.11.	  	  	 Headings
	  	 	17	  
		  	 	SECTION 5.12.	  	  	 Security Interest Absolute
	  	 	18	  
		  	 	SECTION 5.13.	  	  	 Termination or Release
	  	 	18	  
		  	 	SECTION 5.14.	  	  	 Additional Restricted Subsidiaries
	  	 	18	  
		  	 	SECTION 5.15.	  	  	 General Authority of the Collateral Agent
	  	 	19	  
		  	 	SECTION 5.16.	  	  	 Collateral Agent Appointed Attorney-in-Fact
	  	 	19	  
		
	 ARTICLE VI INTERCREDITOR AGREEMENTS
	  	 	20	  
		  	 	SECTION 6.01.	  	  	 Intercreditor Agreements
	  	 	20	  


  
 i 








 Schedules 
  

			
	Schedule I	 	Subsidiary Parties
	Schedule II	 	Intellectual Property

 Exhibits 
  

			
	Exhibit I	 	Form of Supplement
	Exhibit II	 	Form of Copyright Security Agreement
	Exhibit III	 	Form of Trademark Security Agreement
	Exhibit IV	 	Form of Patent Security Agreement


  
 ii 









 SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April
[    ], 2013, among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), WALTONVILLE LIMITED, a company
incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg
(“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE AG, as Collateral Agent (as defined below) for the Secured Parties (as defined below). 

Reference is made to the Second Lien Credit Agreement dated as of March 11, 2013 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Credit Suisse AG, as Administrative Agent and Collateral Agent, and each Lender from time to
time party thereto. The Lenders have agreed to extend credit on the Closing Date to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among
other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are
willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 
 ARTICLE I 
 Definitions 

SECTION 1.01. Credit Agreement. (a) All terms defined in the New York UCC (as defined herein) and not defined in this
Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC. Other capitalized terms used in this Agreement and not otherwise defined herein have the
meanings specified in the Credit Agreement. 
 (b) The rules of construction specified in Article I of the Credit Agreement also
apply to this Agreement, mutatis mutandis. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement,
the following terms have the meanings specified below: 
 “Administrative Agent” means Credit Suisse AG, in its
capacity as administrative agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article IX of the Credit Agreement. 
 “After-Acquired Intellectual Property” has the meaning assigned to such term in Section 2.04(e). 
 “Agreement” means this Second Lien Intellectual Property Security Agreement. 







 “Borrower” has the meaning assigned to such term in the preamble to this
Agreement. 
 “Claiming Party” has the meaning assigned to such term in Section 4.02. 

“Collateral” has the meaning assigned to such term in Section 2.01. 

“Collateral Agent” means Credit Suisse AG, in its capacity as collateral agent hereunder and under the other Loan
Documents, and its successors in such capacity as provided in Article IX of the Credit Agreement. 
 “Contributing
Party” has the meaning assigned to such term in Section 4.02. 
 “Copyright License” means any
written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any
Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement. 

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in
any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or
any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule II. 

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement. 

“Grantor” means each of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower and each Subsidiary Party
that is a Domestic Subsidiary. 
 “Holdings” has the meaning assigned to such term in the preamble to this
Agreement. 
 “Intellectual Property” means all intellectual and similar property of every kind and nature now
owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information,
software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the
foregoing. 
 “Intellectual Property Collateral” means Collateral consisting of Intellectual Property.


  
 2 








 “Intellectual Property Security Agreement Supplement” means an instrument
in the form of Exhibit I hereto. 
 “Intermediate Parent” has the meaning assigned to such term in the
preamble to this Agreement. 
 “License” means any Patent License, Trademark License, Copyright License or
other Intellectual Property license or sublicense agreement to which any Grantor is a party, including those listed on Schedule II. 
 “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. 
 “Obligations” means all “Obligations” as defined in the Credit Agreement. 
 “Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and
all rights of any Grantor under any such agreement. 
 “Patents” means all of the following now owned or
hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the
equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II,
and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

 “Perfection Certificate” has the meaning specified in the Security Agreement. 

“Proceeds” has the meaning specified in Section 9-102 of the New York UCC. 

“Secured Parties” means “Secured Parties” as defined in the Credit Agreement. 

“Security Interest” has the meaning assigned to such term in Section 2.01(a). 

“Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each
other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date. 
 “TDS
Intermediate Parent” has the meaning assigned to such term in the preamble to this Agreement. 

  
 3 








 “Trademark License” means any written agreement, now or hereafter in
effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any
third party, and all rights of any Grantor under any such agreement. 
 “Trademarks” means all of the following
now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and
registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those
listed on Schedule II, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill. 

ARTICLE II 

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

(iii) all Trademarks; 
 (iv) all Licenses; 
 (v) all other Intellectual Property; and

 (vi) all Proceeds and products of any and all of the foregoing and all collateral security and guarantees
given by any Person with respect to any of the foregoing. 
 Notwithstanding anything herein to the contrary, the Collateral
shall not include any intent-to-use application for a Trademark that may be deemed invalidated, cancelled or abandoned due to the grant and/or enforcement of such Security Interest unless and until such


  
 4 








 
time that the acceptable evidence of use of such Trademark is filed with the United States Patent and Trademark Office and grant and/or enforcement of the Security Interest will not affect the
status or validity of such application for such Trademark or the resulting registration, except in the event that the collateral securing any Senior Lien Indebtedness or any Pari Passu Lien Indebtedness includes such application. 

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to
time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto or continuation statements without the signature of such Grantor in respect thereof that
(i) indicate the Collateral as “all assets whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required
by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any
organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. 
 (c) The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other
country or state) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any
Grantor or the Grantors as debtors and the Collateral Agent as secured party. 
 (d) The Security Interest is granted as
security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. 

SECTION 2.02. Representations and Warranties. Holdings, the Intermediate Parent and the Borrower jointly and severally represent
and warrant, as to themselves and the other Grantors, to the Collateral Agent and the other Secured Parties that: 
 (a) Each
Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral
pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained. 

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact
legal name of each Grantor, is correct and complete in all material respects as of the Closing Date. The UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the
Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other 

  
 5 








 
office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or
registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office
in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit
of the Secured Parties, in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further
or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor represents and
warrants that a fully executed agreement in the form hereof (or, in lieu thereof, one or more Copyright Security Agreements, Trademark Security Agreements or Patent Security Agreement in the forms of Exhibits II, III and IV) and containing a
description of all Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States
registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261,
15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to
establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Collateral consisting of Patents, Trademarks and Copyrights, as applicable, in which a security
interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired
or developed after the date hereof). 
 (c) The Security Interest constitutes (i) a legal and valid security interest in
all the Collateral securing the payment and performance of the Obligations, including the Guaranties, (ii) subject to the filings described in Section 2.02(b), a perfected security interest in all Collateral in which a security interest
may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code and (iii) a
security interest that shall be perfected in all Collateral in the United States in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States
Copyright Office, as applicable, within the three-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to
17 U.S.C. § 205 and otherwise as may be required pursuant to the laws of any other necessary jurisdiction. The Security Interest (to the extent such Security Interest can be perfected by making the filings and recordations described
in the immediately preceding sentence) is and shall be (x) pari passu in priority with any Pari Passu Liens on any of the Article 9 Collateral expressly 

  
 6 








 
permitted pursuant to Section 7.01 of the Credit Agreement, (y) prior in priority to any Junior Liens on any of the Article 9 Collateral expressly permitted pursuant to
Section 7.01 of the Credit Agreement, and (z) prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. 

(d) The Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to
Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral,
(ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any
assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment,
security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. 
 SECTION 2.03. Covenants. (a) The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of
organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor. 
 (b)
Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority
thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement. 
 (c) Each year, at the
time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by the chief financial officer
and the chief legal officer of the Borrower setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f), 2(b), 8(a) and 8(b) of the Perfection Certificate or confirming that there has been no change in such information
since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 2.03(c). 

(d) The Grantors agree, at their own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments
and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any
fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable
under or in connection with any of the Collateral that is in excess of $5,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for
the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent. 

  
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 (e) Without limiting the generality of the foregoing, each Grantor hereby authorizes the
Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule II or adding additional schedules hereto to specifically identify any asset or item that may constitute Copyrights, Licenses,
Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 10 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in
writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its best efforts to take such action as shall be necessary in order that all
representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified by the Collateral Agent of the specific identification of such Collateral. 

(f) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as
required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and the Grantors agree, jointly and severally, to reimburse the Collateral Agent within 10 days after
demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any
obligation on the Collateral Agent or any other Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as
set forth herein or in the other Loan Documents. 
 (g) Each Grantor (rather than the Collateral Agent or any other Secured
Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in
accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the other Secured Parties from and against any and all liability for such performance.

 SECTION 2.04. As to Intellectual Property Collateral. (a) In order to facilitate filings with United States
Patent and Trademark Office and the United States Copyright Office, each Grantor, if applicable, shall execute and deliver to Collateral Agent one or more Copyright Security Agreements, Trademark Security Agreements or Patent Security Agreements, or
supplements thereto, in the forms of Exhibits II, III and IV, to further evidence Collateral Agent’s Security Interest in such Grantor’s Intellectual Property Collateral relating thereto or represented thereby. 

  
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 (b) Except to the extent failure to act could not reasonably be expected to have a Material
Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all steps, including, without
limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority located in the United States, to (i) maintain the validity and enforceability of any registered Intellectual Property Collateral
(or applications therefor) and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter
included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright
Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and
renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. 

(c) Except as could not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit
to do any act whereby any of its Intellectual Property Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). 

(d) Except where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all steps
to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the
quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. 

(e) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Closing Date
(“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill
symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. 
 (f) Once every fiscal quarter of the Borrower, with respect to issued or registered Patents (or published applications therefor) or Trademarks (or applications therefor), and once every month, with
respect to registered Copyrights, each Grantor shall sign and deliver to the Collateral Agent an appropriate Intellectual Property Security Agreement with respect to all applicable Intellectual Property owned or exclusively licensed by it as of the
last day of such period, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable
the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. 
 (g) Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance of any or its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor
determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business. 

  
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 ARTICLE III 
 Remedies 
 SECTION 3.01. Remedies Upon Default. (a) Upon the
occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right, at the same time or different
times, with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral
Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall
determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and, generally, to exercise any and all rights afforded to a secured party with respect to the Obligations under the
Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law and the notice
requirements described below, to sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. Each
such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal
which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. 
 (b) The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York
UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale. Any such public sale shall be held at
such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as
an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by


  
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announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part
of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in
case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale
made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and
released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any
portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred
upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or
pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC
or its equivalent in other jurisdictions. 
 SECTION 3.02. Application of Proceeds. The Collateral Agent shall apply the
proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of the Credit Agreement. The Collateral Agent shall have absolute discretion as to the time of application of any
such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent
or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over
to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. 
 SECTION 3.03. Grant of
License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies,
each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other
compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license 

  
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reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such
license by the Collateral Agent may be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in
accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. 
 ARTICLE IV

 Indemnity, Subrogation and Subordination 
 SECTION 4.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 4.03), the Borrower agrees that in
the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an Obligation owed to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the
greater of the book value or the fair market value of the assets so sold. 
 SECTION 4.02. Contribution and Subrogation.
Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any
Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.01, the Contributing Party shall indemnify the Claiming Party in an amount
equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the
aggregate net worth of all the Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such
Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 

SECTION 4.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors
under Sections 4.01 and 4.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of
the Borrower or any Grantor to make the payments required by Sections 4.01 and 4.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its
obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder. 

(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the
Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. 

  
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 ARTICLE V 
 Miscellaneous 
 SECTION 5.01. Notices. All communications and
notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care
of the Borrower as provided in Section 10.02 of the Credit Agreement. 
 SECTION 5.02. Waivers; Amendment.
(a) No failure or delay by the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent,
the Collateral 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 this Agreement 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 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent or any Lender may have had notice or
knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

 (c) Notwithstanding anything herein or in any other Loan Document to the contrary, following the Discharge of First Priority
Claims (as defined in the First Lien Intercreditor Agreement or any other Senior Lien Intercreditor Agreement) and upon the written request of the Borrower, the Collateral Agent and the other parties hereto shall, without the consent of the
Administrative Agent or any Lender, execute an amendment to this Agreement to revise the “lead-in” provision of Section 2.01(a) to read as follows: “As security for the payment or performance, as the case may be, in full of the
Obligations, including the Guaranties, each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and
assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in, to or under any and all of the following assets and properties now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):” 

  
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 SECTION 5.03. Collateral Agent’s Fees and Expenses; Indemnification.
(a) The Grantors, jointly and severally, agree to reimburse the Collateral Agent for its costs and expenses as provided in Section 10.04 of the Credit Agreement as if each reference in such Section to the “Borrower” were a
reference to “each Grantor” and with the same force and effect as if such Grantor (if not a party to the Credit Agreement) were a party to the Credit Agreement. 
 (b) Without limitation of the indemnification obligations under the other Loan Documents, the Grantors, jointly and severally, agree to indemnify the Collateral Agent and each other Indemnitee (as defined
in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable 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, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the
foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Affiliate, director, officer,
partner, member, trustee, employee, counsel, agent, administrator, manager, representative, advisor or attorney-in-fact of such Indemnitee. 
 (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall remain operative and
in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within 10 days of written demand
therefor. 
 (d) No Indemnitee shall be liable for any damages arising from the use by others of any information or other
materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability (on any theory of liability) for any special, punitive, indirect
or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith; provided, however, that nothing contained in this sentence will limit the indemnity
obligations of the Grantors set forth in this Section 5.03 or in any other Loan Document. 
 SECTION 5.04. Successors
and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any
Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 

  
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 SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by
the Agents and the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by or behalf of any Agent or any Lender and notwithstanding that any 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 under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid. 
 SECTION 5.06.
Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Agreement.
This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the
Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured
Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be
void) except as expressly permitted by this Agreement and the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to
any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder. 
 SECTION 5.07. 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. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions. 
 SECTION 5.08. Right of Set-Off. Subject to the terms of the Intercreditor
Agreements, in addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is 

  
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authorized at any time and from time to time, without prior notice to the Borrower or any other Grantor, any such notice being waived by the Borrower and each Grantor (on behalf of itself and its
Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and
its Affiliates, as the case may be, to or for the credit or the account of the respective Grantors and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or
hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement or under any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency
different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided that the
failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may
have. 
 SECTION 5.09. GOVERNING LAW; SERVICE OF PROCESS. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY
BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY 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. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5.01. 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. 

  
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 (c) EACH OF HOLDINGS, INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT HEREBY IRREVOCABLY
DESIGNATES, APPOINTS AND EMPOWERS THE BORROWER 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 THAT
MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO HOLDINGS, INTERMEDIATE PARENT OR TDS INTERMEDIATE
PARENT IN CARE OF THE BORROWER AT THE BORROWER’S ADDRESS USED FOR PURPOSES OF GIVING NOTICES UNDER SECTION 5.01, AND EACH OF HOLDINGS, INTERMEDIATE PARENT AND TDS INTERMEDIATE PARENT HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE BORROWER TO
ACCEPT SUCH SERVICE ON ITS BEHALF. 
 (d) IN THE EVENT HOLDINGS, INTERMEDIATE PARENT OR TDS INTERMEDIATE PARENT OR
ANY OF ITS ASSETS HAS OR HEREAFTER ACQUIRES, IN ANY JURISDICTION IN WHICH JUDICIAL PROCEEDINGS MAY AT ANY TIME BE COMMENCED WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, ANY IMMUNITY FROM JURISDICTION, LEGAL PROCEEDINGS, ATTACHMENT
(WHETHER BEFORE OR AFTER JUDGMENT), EXECUTION, JUDGMENT OR SETOFF, HOLDINGS, INTERMEDIATE PARENT OR TDS INTERMEDIATE PARENT, AS APPLICABLE, HEREBY IRREVOCABLY AGREES NOT TO CLAIM AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES SUCH IMMUNITY.

 SECTION 5.10. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR
THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 5.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY. 
 SECTION 5.11. Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

  
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 SECTION 5.12. Security Interest Absolute. All rights of the Collateral Agent
hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the
Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of
any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) subject to the terms of Section 5.13, any other
circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement. 
 SECTION 5.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the outstanding Obligations (other than
contingent indemnification obligations not yet accrued and payable) have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement. Notwithstanding anything herein or in any other Loan Document to
the contrary, if any of the Administrative Agent, the Collateral Agent or any other Secured Party is required to turn over or pay over any payment, or any part thereof, of any Obligation to any other holder of any Indebtedness or other obligation of
the Borrower or any other Loan Party pursuant to any intercreditor agreement (including any of the Intercreditor Agreements) entered into by the Administrative Agent and/or the Collateral Agent, on behalf of the Secured Parties, then, for all
purposes of this Agreement and the other Loan Documents, to the extent of such turnover or payover the amount of such payment of such Obligation shall be disregarded and deemed not to have been made, and such Obligation shall continue to be due and
outstanding and shall not be deemed to have been discharged or paid. 
 (b) A Subsidiary Party shall automatically be released
from its obligations hereunder, and the Liens created hereunder on any Collateral shall automatically be released, in each case as provided in Section 9.11(c) of the Credit Agreement. 

(c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 5.13, the Collateral
Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this
Section 5.13 shall be without recourse to or warranty by the Collateral Agent. 
 SECTION 5.14. Additional Restricted
Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as
Subsidiary Parties. Upon execution and delivery by the Collateral Agent and a Restricted 

  
 18 









 
Subsidiary of an Intellectual Property Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as
a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Loan Party as a party to this Agreement. 
 SECTION 5.15. General Authority of the
Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral
Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this
Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s
obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any
consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents. 

SECTION 5.16. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact
of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and
during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance
of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor, (a) to receive, endorse,
assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges
and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any
agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner
of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment
received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The
Collateral Agent and the other 

  
 19 









 
Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees
or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or
attorneys-in-fact. 
 ARTICLE VI 
 Intercreditor Agreements 
 SECTION 6.01. Intercreditor Agreements.
Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the exercise of any right or remedy by any Secured Party hereunder or under any other Loan Document are subject to the provisions
of the Intercreditor Agreements. It is hereby expressly provided that, without the prior written consent of the Administrative Agent, the Collateral Agent and the Required Lenders (except as contemplated pursuant to Section 2.14 of the Credit
Agreement), no Loan Document may be amended or otherwise modified by virtue of the provisions of any Intercreditor Agreement to secure additional extensions of credit or add additional secured parties. 

[Remainder of page intentionally left blank] 

  
 20 









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

			
	TRAVELPORT LIMITED
		
	By:	 	  

		 	Name:
		 	Title:
	
	WALTONVILLE LIMITED
		
	By:	 	  

		 	Name:
		 	Title:
	
	TRAVELPORT LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
		
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page – Second Lien Intellectual Property Security Agreement] 







 
			
	 [EACH OF THE OTHER SUBSIDIARIES
 LISTED ON SCHEDULE I HERETO]

		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature
Page – Second Lien Intellectual Property Security Agreement] 








 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature
Page – Second Lien Intellectual Property Security Agreement] 








 Schedule I to 
 the Second Lien Intellectual Property 
 Security Agreement 

Subsidiary Parties 
  

			
	 Name of Party
	  	 Jurisdiction of

Organization

	Galileo Asia, LLC	  	Delaware
	Galileo International Technology, LLC	  	Delaware
	Galileo Latin America, LLC	  	Delaware
	Galileo Technologies LLC	  	Delaware
	OWW2, LLC	  	Delaware
	TDS INVESTOR (LUXEMBOURG) S.À R.L.	  	Luxembourg
	Travel Industries, Inc.	  	Delaware
	Travelport Finance Management LLC	  	Delaware
	Travelport Holdings, Inc.	  	Delaware
	Travelport Holdings, LLC	  	Delaware
	Travelport Inc.	  	Delaware
	Travelport International Services, Inc.	  	Delaware
	Travelport Investor LLC	  	Delaware
	Travelport LLC	  	Delaware
	Travelport North America, Inc.	  	Delaware
	Travelport Operations, Inc.	  	Delaware
	Travelport Services LLC	  	Delaware
	Travelport, LP	  	Delaware
	WALTONVILLE LIMITED	  	Gibraltar
	WORLDSPAN BBN Holdings, LLC	  	California
	WORLDSPAN Digital Holdings, LLC	  	Delaware
	WORLDSPAN IJET HOLDINGS, LLC	  	Delaware
	Worldspan LLC	  	Delaware
	WORLDSPAN OPENTABLE HOLDINGS, LLC	  	Georgia
	WORLDSPAN S.A. HOLDINGS II, L.L.C.	  	Georgia
	WORLDSPAN South American Holdings LLC	  	Georgia
	Worldspan StoreMaker Holdings, LLC	  	Delaware
	Worldspan Technologies Inc.	  	Delaware
	Worldspan Viator Holdings, LLC	  	Delaware
	WORLDSPAN XOL LLC	  	Georgia
	WS Financing Corp.	  	Delaware








 Schedule II to 
 the Second Lien Intellectual Property 
 Security Agreement 

Intellectual Property 
 [See attached] 







 Exhibit I to the 
 Second Lien Intellectual Property 
 Security Agreement 

SUPPLEMENT NO.     , dated as of [—] (this
“Supplement”), to the Second Lien Intellectual Property Security Agreement, dated as of April [    ], 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Intellectual Property Security Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”),
WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated
under the laws of Luxembourg (“TDS Intermediate Parent”), the other Subsidiaries of Holdings from time to time party thereto and CREDIT SUISSE AG, as Collateral Agent. 

A. Reference is made to the Second Lien Credit Agreement, dated as of March 11, 2013 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Intermediate Parent, TDS Intermediate Parent, Credit Suisse AG, as Administrative Agent, Credit Suisse AG, as Collateral Agent, and each
Lender from time to time party thereto. 
 B. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Intellectual Property Security Agreement. 
 C. The Grantors have entered into the
Intellectual Property Security Agreement in order to induce the Lenders to make Loans. Section 5.14 of the Intellectual Property Security Agreement provides that additional Restricted Subsidiaries of Holdings may become Subsidiary Parties under
the Intellectual Property Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Subsidiary Party under the Intellectual Property Security Agreement and as consideration for Loans previously made continuing to be outstanding. 

Accordingly, the Collateral Agent and the New Subsidiary agree as follows: 

SECTION 1. In accordance with Section 5.14 of the Intellectual Property Security Agreement, the New Subsidiary by its signature
below becomes a Subsidiary Party and Grantor under the Intellectual Property Security Agreement with the same force and effect as if originally named therein as a Subsidiary Party and Grantor and the New Subsidiary hereby (a) agrees to all the
terms and provisions of the Intellectual Property Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are
true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations, including the Guaranties, does hereby create and grant to the Collateral
Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the Intellectual Property
Security Agreement) of the New 







 
Subsidiary. Each reference to a “Grantor” in the Intellectual Property Security Agreement shall be deemed to include the New Subsidiary. The Intellectual Property Security Agreement is
hereby incorporated herein by reference. 
 SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and
the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be
limited by Debtor Relief Laws, fraudulent transfer, preference or similar laws and by general principles of equity. 
 SECTION
3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement
shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page
to this Supplement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Supplement. 

SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and
correct schedule of any and all Collateral of the New Subsidiary consisting of Intellectual Property and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary, its jurisdiction of formation, any
organizational identification number issued to such New Subsidiary and the location of its chief executive office. 
 SECTION 5.
Except as expressly supplemented hereby, the Intellectual Property Security Agreement shall remain in full force and effect. 

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Intellectual Property Security Agreement shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Intellectual Property Security Agreement. 







 SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. 
 SECTION 10. Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the exercise of any right or remedy by any Secured Party hereunder or
under any other Loan Document are subject to the provisions of the Intercreditor Agreements. It is hereby expressly provided that, without the prior written consent of the Administrative Agent, the Collateral Agent and the Required Lenders (except
as contemplated pursuant to Section 2.14 of the Credit Agreement), no Loan Document may be amended or otherwise modified by virtue of the provisions of any Intercreditor Agreement to secure additional extensions of credit or add additional
secured parties. 
 IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the
Intellectual Property Security Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW SUBSIDIARY],
		
	By:	 	  

		 	Name:
		 	Title:
		
		 	Legal Name:
		 	Jurisdiction of Formation:
		 	Location of Chief Executive Office:
		 	Organizational ID Number:
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:









 Schedule I to the 
 Supplement No.      to 
 the Second Lien Intellectual Property

 Security Agreement 
 INTELLECTUAL PROPERTY 







 Exhibit II to the 
 Second Lien Intellectual Property 
 Security Agreement 

GRANT OF 

SECURITY INTEREST IN COPYRIGHTS 
 This GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Agreement”), effective as of [            ],
[        ], is made by
[                                        ], a
[                                        ] with
offices located at
[                                        ] (the
“Grantor”), in favor of CREDIT SUISSE AG, as Collateral Agent (the “Agent”) for Secured Parties under the Second Lien Credit Agreement, dated as of March 11, 2013 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda
(“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent and each Lender from time to time party thereto. 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth therein; 

WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate Parent, TDS Intermediate Parent, the Grantor and
certain other related entities of the Borrower have executed and delivered that certain Intellectual Property Security Agreement, dated as of April [    ], 2013, in favor of the Agent (together with all amendments and
modifications, if any, from time to time thereafter made thereto, the “IP Security Agreement”); 
 WHEREAS,
pursuant to the IP Security Agreement, as security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, the Grantor assigned and pledged, to the Agent, its successors and assigns, for the benefit
of the Secured Parties, and granted to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title or interest in, to and under any and all of the Collateral, including the Copyrights; and

 WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement. 







 NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Grantor agrees, for the benefit of the Agent and the Secured Parties, as follows: 
 SECTION 1.
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the IP Security
Agreement. 
 SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in
full of the Obligations, including the Guaranties, the Grantor hereby assigns and pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit
of the Secured Parties, a security interest in, all of the Grantor’s right, title and interest in, to and under the Copyrights (including, without limitation, those items listed on Schedule A hereto) (collectively, the “Copyright
Collateral”). 
 SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for the
purpose of recording the grant of security interest herein with the United States Copyright Office. The security interest granted hereby has been granted to the Agent in connection with the IP Security Agreement and is expressly subject to the terms
and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent thereunder) shall remain in full force and effect in accordance with its terms. 
 SECTION 4. Intercreditor Agreements. Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the exercise of any right or remedy by any
Secured Party hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreements. It is hereby expressly provided that, without the prior written consent of the Administrative Agent, the Collateral Agent and the
Required Lenders (except as contemplated pursuant to Section 2.14 of the Credit Agreement), no Loan Document may be amended or otherwise modified by virtue of the provisions of any Intercreditor Agreement to secure additional extensions of
credit or add additional secured parties. 
 SECTION 5. Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g.
“PDF” or “TIF” via electronic email) shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 SECTION 6. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York. 

[Signature Page Follows] 

  
 2 








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

			
	[GRANTOR]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:








 SCHEDULE A 
 Copyrights 

  
 2 








 Exhibit III to the 
 Second Lien Intellectual Property 
 Security Agreement 

GRANT OF 

SECURITY INTEREST IN TRADEMARKS 
 This GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), effective as of [            ],
[        ], is made by
[                                        ], a
[                                        ] with
offices located at
[                                        ] (the
“Grantor”), in favor of CREDIT SUISSE AG, as Collateral Agent (the “Agent”) for Secured Parties under the Second Lien Credit Agreement, dated as of March 11, 2013 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda
(“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent and each Lender from time to time party thereto. 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth therein; 

WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate Parent, TDS Intermediate Parent, the Grantor and
certain other related entities of the Borrower have executed and delivered that certain Intellectual Property Security Agreement, dated as of April [    ], 2013, in favor of the Agent (together with all amendments and
modifications, if any, from time to time thereafter made thereto, the “IP Security Agreement”); 
 WHEREAS,
pursuant to the IP Security Agreement, as security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, the Grantor assigned and pledged, to the Agent, its successors and assigns, for the benefit
of the Secured Parties, and granted to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all right, title or interest in, to and under any and all of the Collateral, including the Trademarks; and

 WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement. 







 NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Grantor agrees, for the benefit of the Agent and the Secured Parties, as follows: 
 SECTION 1.
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the IP Security
Agreement. 
 SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in
full of the Obligations, including the Guaranties, the Grantor hereby assigns and pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit
of the Secured Parties, a security interest in, all of the Grantor’s right, title and interest in, to and under the Trademarks (including, without limitation, those items listed on Schedule A hereto). Notwithstanding anything herein to the
contrary, the Collateral shall not include any intent-to-use application for a Trademark that may be deemed invalidated, cancelled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that the
acceptable evidence of use of such Trademark is filed with the United States Patent and Trademark Office and grant and/or enforcement of the security interest will not affect the status or validity of such application for such Trademark or the
resulting registration, except in the event that the collateral securing any Senior Lien Indebtedness or any Pari Passu Lien Indebtedness includes such application. 
 SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark
Office. The security interest granted hereby has been granted to the Agent in connection with the IP Security Agreement and is expressly subject to the terms and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent
thereunder) shall remain in full force and effect in accordance with its terms. 
 SECTION 4. Intercreditor Agreements.
Notwithstanding anything herein to the contrary, the lien and security interest granted to secure the Obligations and the exercise of any right or remedy by any Secured Party hereunder or under any other Loan Document are subject to the provisions
of the Intercreditor Agreements. It is hereby expressly provided that, without the prior written consent of the Administrative Agent, the Collateral Agent and the Required Lenders (except as contemplated pursuant to Section 2.14 of the Credit
Agreement), no Loan Document may be amended or otherwise modified by virtue of the provisions of any Intercreditor Agreement to secure additional extensions of credit or add additional secured parties. 

SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of
which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic email)
shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 SECTION 6. Governing Law. This
Agreement shall be construed in accordance with and governed by the law of the State of New York. 
 [Signature Page
Follows] 

  
 2 








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

			
	[GRANTOR]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	CREDIT SUISSE AG, CAYMAN ISLANDS Branch, as Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:








 SCHEDULE A 
 Trademarks 

  
 2 








 Exhibit IV to the 
 Second Lien Intellectual Property 
 Security Agreement 

GRANT OF 

SECURITY INTEREST IN PATENTS 
 This GRANT OF SECURITY INTEREST IN PATENTS (this “Agreement”), effective as of [            ],
[        ], is made by
[                                        ], a
[                                        ] with
offices located at
[                                        ] (the
“Grantor”), in favor of CREDIT SUISSE AG, as Collateral Agent (the “Agent”) for Secured Parties under the Second Lien Credit Agreement, dated as of March 11, 2013 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”), TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda
(“Holdings”), WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar (“Intermediate Parent”), TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité
limitée incorporated under the laws of Luxembourg (“TDS Intermediate Parent”), the Agent and each Lender from time to time party thereto. 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth therein; 

WHEREAS, in connection with the Credit Agreement, Holdings, Borrower, Intermediate Parent, TDS Intermediate Parent, the Grantor and
certain other related entities of the Borrower have executed and delivered that certain Intellectual Property Security Agreement, dated as of April [    ], 2013, in favor of the Agent (together with all amendments and
modifications, if any, from time to time thereafter made thereto, the “IP Security Agreement”); 
 WHEREAS,
pursuant to the IP Security Agreement, as security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, the Grantor assigned and pledged, to the Agent, its successors and assigns, for the benefit
of the Secured Parties, and granted to the Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all right, title or interest in, to and under any and all of the Collateral, including the Patents; and

 WHEREAS, the Grantor has duly authorized the execution, delivery and performance of this Agreement. 







 NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Grantor agrees, for the benefit of the Agent and the Secured Parties, as follows: 
 SECTION 1.
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the IP Security
Agreement. 
 SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in
full of the Obligations, including the Guaranties, the Grantor hereby assigns and pledges to the Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the benefit
of the Secured Parties, a security interest in, all of the Grantor’s right, title and interest in, to and under the Patents (including, without limitation, those items listed on Schedule A hereto) (collectively, the “Patent
Collateral”). 
 SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantor for the
purpose of recording the grant of security interest herein with the United States Patent and Trademark Office. The security interest granted hereby has been granted to the Agent in connection with the IP Security Agreement and is expressly subject
to the terms and conditions thereof. The IP Security Agreement (and all rights and remedies of the Agent thereunder) shall remain in full force and effect in accordance with its terms. 

SECTION 4. Intercreditor Agreements. Notwithstanding anything herein to the contrary, the lien and security interest granted to
secure the Obligations and the exercise of any right or remedy by any Secured Party hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreements. It is hereby expressly provided that, without the prior
written consent of the Administrative Agent, the Collateral Agent and the Required Lenders (except as contemplated pursuant to Section 2.14 of the Credit Agreement), no Loan Document may be amended or otherwise modified by virtue of the
provisions of any Intercreditor Agreement to secure additional extensions of credit or add additional secured parties. 

SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of
which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g. “PDF” or “TIF” via electronic email)
shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 SECTION 6. Governing Law. This
Agreement shall be construed in accordance with and governed by the law of the State of New York. 
 [Signature Page
Follows] 

  
 2 








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

			
	[GRANTOR]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Accepted and Agreed:
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:








 SCHEDULE A 
 Patents 







 EXHIBIT H 
 INTERCREDITOR AGREEMENT 
 Dated as of 

April [    ], 2013, 
 among 
 UBS AG, STAMFORD BRANCH, 

as First Priority Collateral Agent, 
 UBS AG, STAMFORD BRANCH, 
 as First Priority Administrative Agent, 

CREDIT SUISSE AG, 

as Second Priority Collateral Agent, 
 CREDIT SUISSE AG, 
 as Second Priority Administrative Agent, 

TRAVELPORT LLC, 

as the Borrower, 

TRAVELPORT LIMITED, 
 as Holdings, 
 WALTONVILLE LIMITED, 

as Intermediate Parent, 
 TDS INVESTOR (LUXEMBOURG) S.À R.L., 
 as TDS Intermediate Parent, 

and 
 CERTAIN
SUBSIDIARIES OF HOLDINGS 
 IDENTIFIED HEREIN 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
			
	 Section 1.
	 	Definitions.	  	 	2	  
	 1.1
	 	Defined Terms	  	 	2	  
	 1.2
	 	Terms Generally	  	 	8	  
	 Section 2.
	 	Lien Priorities.	  	 	8	  
	 2.1
	 	Relative Priorities	  	 	8	  
	 2.2
	 	Prohibition on Contesting Liens	  	 	9	  
	 2.3
	 	No New Liens	  	 	9	  
	 2.4
	 	Nature of First Priority Obligations	  	 	9	  
	 Section 3.
	 	Enforcement.	  	 	10	  
	 3.1
	 	Exercise of Remedies	  	 	10	  
	 3.2
	 	Cooperation	  	 	13	  
	 3.3
	 	Notices of Default	  	 	14	  
	 Section 4.
	 	Payments.	  	 	14	  
	 4.1
	 	Application of Proceeds	  	 	14	  
	 4.2
	 	Payments Over	  	 	15	  
	 Section 5.
	 	Other Agreements.	  	 	15	  
	 5.1
	 	Releases	  	 	15	  
	 5.2
	 	Insurance	  	 	16	  
	 5.3
	 	Amendments to Second Priority Documents, etc.	  	 	17	  
	 5.4
	 	Rights as Unsecured Creditors	  	 	18	  
	 5.5
	 	Bailee and Agent for Perfection	  	 	19	  
	 Section 6.
	 	Insolvency Proceedings.	  	 	20	  
	 6.1
	 	Finance and Sale Issues	  	 	20	  
	 6.2
	 	Adequate Protection	  	 	21	  
	 6.3
	 	No Waiver	  	 	21	  
	 6.4
	 	Reinstatement	  	 	21	  
	 6.5
	 	Post-Petition Interest	  	 	22	  
	 6.6
	 	Separate Grants of Security and Separate Classification	  	 	22	  
	 6.7
	 	Voting for Plan of Reorganization	  	 	22	  
	 6.8
	 	X Clause	  	 	23	  
	 6.9
	 	Determination of Distributions on Account of Lien on Collateral	  	 	23	  
	 6.10
	 	Plan of Reorganization	  	 	24	  
	 6.11
	 	Turnover Provisions	  	 	24	  
	 Section 7.
	 	Reliance; Waivers; etc.	  	 	24	  
	 7.1
	 	Reliance	  	 	24	  
	 7.2
	 	No Warranties or Liability	  	 	24	  
	 7.3
	 	No Waiver of Lien Priorities	  	 	25	  
	 7.4
	 	Obligations Unconditional	  	 	27	  
	 Section 8.
	 	Miscellaneous.	  	 	27	  
	 8.1
	 	Conflicts	  	 	27	  
	 8.2
	 	Continuing Nature of this Agreement	  	 	27	  
	 8.3
	 	Amendments; Waivers	  	 	27	  


  
 i 









							
	 8.4
	 	Information Concerning Financial Condition of the Obligors and their Subsidiaries	  	 	28	  
	 8.5
	 	Certain Successors	  	 	29	  
	 8.6
	 	Application of Payments	  	 	29	  
	 8.7
	 	Marshalling of Assets	  	 	29	  
	 8.8
	 	No Purchase Option in Favor of Second Priority Secured Parties	  	 	29	  
	 8.9
	 	Notices	  	 	29	  
	 8.10
	 	Further Assurances	  	 	30	  
	 8.11
	 	Governing Law	  	 	30	  
	 8.12
	 	Binding on Successors and Assigns; No Third Party Beneficiaries	  	 	30	  
	 8.13
	 	Specific Performance	  	 	30	  
	 8.14
	 	Section Titles	  	 	31	  
	 8.15
	 	Counterparts	  	 	31	  
	 8.16
	 	Authorization	  	 	31	  
	 8.17
	 	Effectiveness	  	 	31	  
	 8.18
	 	Provisions Solely to Define Relative Rights	  	 	31	  
	 8.19
	 	Exclusive Means of Exercising Rights under this Agreement	  	 	31	  
	 8.20
	 	Right of First Priority Collateral Agent to Continue	  	 	32	  
	 8.21
	 	Interpretation	  	 	32	  
	 8.22
	 	Forum Selection and Consent to Jurisdiction	  	 	33	  
	 8.23
	 	WAIVER OF RIGHT TO TRIAL BY JURY	  	 	33	  
	 8.24
	 	No Contest	  	 	33	  


  
 ii 









 INTERCREDITOR AGREEMENT 

This INTERCREDITOR AGREEMENT, dated as of April [    ], 2013, is among UBS AG, STAMFORD BRANCH, as collateral agent
for the First Priority Secured Parties under the First Priority Documents referenced below (in such capacity, the “First Priority Collateral Agent”), UBS AG, STAMFORD BRANCH, as administrative agent under the First Priority
Documents referenced below (in such capacity, the “First Priority Administrative Agent”), CREDIT SUISSE AG, as collateral agent for the Second Priority Secured Parties under the Second Priority Documents referenced below (in such
capacity, the “Second Priority Collateral Agent”), CREDIT SUISSE AG, as administrative agent under the Second Priority Documents referenced below (in such capacity, the “Second Priority Administrative Agent”),
TRAVELPORT LIMITED, a Bermuda company (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Borrower”), and the other undersigned Obligors (as hereinafter defined). 

W I T N E S S E T H: 

WHEREAS, the Borrower, the Person or Persons from time to time party thereto as lenders, the First Priority Administrative Agent, the
First Priority Collateral Agent, Holdings and the other “Guarantors” specified therein previously entered into a Fifth Amended and Restated Credit Agreement, dated as of August 23, 2006, as amended and restated as of December 11,
2012 (as further amended, supplemented, amended and restated or otherwise modified from time to time, the “First Priority Credit Agreement”); 
 WHEREAS, the Obligors have granted to the First Priority Collateral Agent, for the benefit of the First Priority Secured Parties (as hereinafter defined), security interests in the Collateral (as
hereinafter defined) as security for payment and performance of the First Priority Claims (as hereinafter defined); 
 WHEREAS,
the Borrower, the Person or Persons from time to time party thereto as lenders, the Second Priority Administrative Agent, the Second Priority Collateral Agent, Holdings and the other “Guarantors” specified therein previously entered into a
Second Lien Credit Agreement, dated as of March 11, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Second Priority Credit Agreement”); 

WHEREAS, the Obligors will grant to the Second Priority Collateral Agent, for the benefit of the Second Priority Secured Parties (as
hereinafter defined), security interests in the Collateral as security for payment and performance of the Second Priority Claims (as hereinafter defined); and 
 WHEREAS, it is a condition precedent to the initial funding under the Second Priority Credit Agreement that the First Priority Administrative Agent, the First Priority Collateral Agent, the Second
Priority Administrative Agent, the Second Priority Collateral Agent, Holdings, the Borrower and the other Obligors signatory hereto execute and deliver this Agreement (as hereinafter defined). 







 NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations
herein set forth and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be
legally bound, hereby agree as follows: 
 Section 1. Definitions. 

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and the plural forms of the terms indicated): 
 “Agreement” means this
Intercreditor Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof. 
 “Bailment Collateral” is defined in Section 5.5. 

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. 101 et seq.). 

“Borrower” is defined in the preamble. 
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York, NY or the
state where any of the First Priority Collateral Agent’s, the Second Priority Collateral Agent’s, the First Priority Administrative Agent’s or the Second Priority Administrative Agent’s office for notices pursuant to
Section 8.9 is located. 
 “Collateral” means any property, real, personal or mixed, of any Obligor
in which the First Priority Collateral Agent, any First Priority Secured Party, the Second Priority Collateral Agent or any Second Priority Secured Party has a security interest pursuant to any First Priority Collateral Document or Second Priority
Collateral Document, as the case may be; provided that “Collateral” shall not include, for all purposes under this Agreement, the Tranche S Collateral Account (as defined in the First Priority Credit Agreement). 

“Collateral Documents” means the First Priority Collateral Documents and the Second Priority Collateral Documents (and
including, for sake of clarity, this Agreement). 
 “Comparable Collateral Document” means, in relation to any
Collateral subject to any Lien created under any First Priority Collateral Document, the Second Priority Collateral Document that creates a Lien in the same Collateral, granted by the same Obligor, as applicable. 

“Conforming Plan of Reorganization” means any Plan of Reorganization whose provisions are consistent with the provisions
of this Agreement. 
 “DIP Financing” is defined in Section 6.1. 

“Discharge of First Priority Claims” means, except to the extent otherwise provided in Section 6.4,
(a) payment in full in cash of (i) the principal of and interest (including interest accruing on or after the commencement of any Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding) and
premium, if any, on all Indebtedness outstanding under the First Priority Documents and, with respect to letters of credit 

  
 2 








 
outstanding thereunder, if any, termination thereof or delivery of cash collateral or backstop letters of credit in respect thereof and for the full amount thereof (or such greater amount as may
be required under the First Priority Documents) in compliance with such First Priority Documents, in each case after or concurrently with termination of all commitments to extend credit thereunder, and (ii) any other First Priority Claims that
are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, in each case other than obligations that constitute Unasserted Contingent Obligations at the time such principal and interest is paid;
and (b) delivery by the First Priority Administrative Agent to the First Priority Collateral Agent (with copies to the Second Priority Administrative Agent and Second Priority Collateral Agent) of a written notice that the Discharge of First
Priority Claims has occurred. 
 “Discharge of Second Priority Claims” means, except to the extent otherwise
provided in the last sentence of Section 4.2 or in Section 6.4, (a) payment in full in cash of (i) the principal of and interest (including interest accruing on or after the commencement of any Insolvency
Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding) and premium, if any, on all Indebtedness outstanding under the Second Priority Documents, after or concurrently with termination of all commitments to extend
credit thereunder, and (ii) any other Second Priority Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, in each case other than obligations that constitute Unasserted
Contingent Obligations at the time such principal and interest is paid; and (b) delivery by the Second Priority Administrative Agent to the Second Priority Collateral Agent of a written notice that the Discharge of Second Priority Claims has
occurred. 
 “First Lien Deficiency Claim” means that portion, if any, of the First Priority Claims that are
unsecured claims under Section 506(a)(i) of the Bankruptcy Code, with such determination to be made based upon the value of all of the Collateral securing the First Priority Claims irrespective of whether the Obligor that has pledged such
Collateral is a debtor in the Insolvency Proceeding. 
 “First Priority Administrative Agent” shall include, in
addition to the First Priority Administrative Agent defined in the preamble, any successor thereto appointed by the requisite First Priority Secured Parties exercising substantially the same rights and powers. 

“First Priority Claims” means (a) all First Priority Credit Agreement Obligations and (b) all other
Indebtedness or other obligations of the Borrower or any other Obligor under any First Priority Document. First Priority Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency Proceeding,
accrue) after the commencement of an Insolvency Proceeding in accordance with and at the rate specified in the relevant First Priority Document, whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding. For the
avoidance of any doubt, First Priority Claims shall include the fees, expenses, disbursements and indemnities of the First Priority Collateral Agent. To the extent any payment with respect to the First Priority Claims (whether by or on behalf of any
Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then
the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. Notwithstanding the foregoing, the term “First Priority Claims” shall not include
(i)

  
 3 








 
the Second Priority Claims or (ii) any other Indebtedness or other obligations of the Borrower or any other Obligor if (A) the holders of such Indebtedness or other obligations, or an
administrative agent, a collateral agent, a collateral trustee or a similar representative on their behalf, have agreed pursuant to an intercreditor agreement that the Liens securing such Indebtedness or other obligations are pari passu in priority
with, or junior in priority to, the Second Priority Liens or (B) such Indebtedness or other obligations are unsecured pursuant to their terms. 
 “First Priority Collateral Agent” shall include, in addition to the First Priority Collateral Agent defined in the preamble, any successor thereto appointed by the requisite First
Priority Secured Parties exercising substantially the same rights and powers. 
 “First Priority Collateral
Documents” means collectively, the First Priority Security Agreement, any other “Collateral Document” (as defined in the First Priority Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is
granted to secure (or perfect, preserve or maintain the security of) any First Priority Claim or under which rights or remedies with respect to such Liens are governed. 
 “First Priority Credit Agreement” is defined in the first recital; provided that the term “First Priority Credit Agreement” shall (a) also
include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original lenders or with an administrative agent or agents or other lenders, whether provided under the original First Priority Credit
Agreement or any other credit or other agreement or indenture and whether entered into concurrently with or subsequent to the termination of the prior First Priority Credit Agreement), and (b) exclude (i) the Second Priority Documents and
(ii) any other agreements, documents and instruments providing for, evidencing or otherwise relating to any Indebtedness or other obligations of the Borrower or any other Obligor if (A) the holders of such Indebtedness or other
obligations, or an administrative agent, a collateral agent, a collateral trustee or a similar representative on their behalf, have agreed pursuant to an intercreditor agreement that the Liens securing such Indebtedness or other obligations are pari
passu in priority with, or junior in priority to, the Second Priority Liens or (B) such Indebtedness or other obligations are unsecured pursuant to their terms. 
 “First Priority Credit Agreement Obligations” means all “Obligations” as defined in the First Priority Credit Agreement and all other Obligations under the First Priority
Documents. 
 “First Priority Documents” means the First Priority Credit Agreement, the First Priority
Collateral Documents, the other “Loan Documents” (as defined in the First Priority Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any First Priority Claims, and any other related
document or instrument executed or delivered pursuant to any of the foregoing at any time or otherwise evidencing any First Priority Claims thereunder, as any such document or instrument may be amended, supplemented, amended and restated or
otherwise modified from time to time. 
 “First Priority Liens” means all Liens that secure the First Priority
Claims. 

  
 4 








 “First Priority Secured Parties” means the “Secured Parties” as
defined in the First Priority Credit Agreement. 
 “First Priority Security Agreement” means the Security
Agreement, dated as of August 23, 2006, as amended and restated as of September 30, 2011, among Holdings, the Borrower, certain of their affiliates and the First Priority Collateral Agent, as the same may be further amended, supplemented,
amended and restated or otherwise modified from time to time. 
 “Governmental Authority” means any nation or
government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government. 
 “Holdings” is defined in the
preamble. 
 “Indebtedness” means “Indebtedness” as defined in the First Priority Credit
Agreement as in effect on the date hereof or as amended or otherwise modified from time to time to the extent permitted by this Agreement. 
 “Insolvency Proceeding” means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Obligor as a debtor, (b) any other voluntary or
involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Obligor as a debtor or with respect to any substantial part of its
assets, (c) any liquidation, dissolution, reorganization or winding up of any Obligor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (d) any assignment for the benefit of creditors or any other
marshaling of assets and liabilities of any Obligor. 
 “Junior Priority Bankruptcy Payments” is defined in
Section 6.2. 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right
of way or other encumbrance on title to real property). 
 “Non-Conforming Plan of Reorganization” means any
Plan of Reorganization whose provisions are inconsistent with or in contravention of the provisions of this Agreement, including any plan of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise) or otherwise
disregard, in whole or part, the provisions of Section 2 (including the Lien priorities of Section 2.1), the provisions of Section 4 or the provisions of Section 6. 

“Obligations” means any and all obligations with respect to the payment of (a) any principal of or interest
(including interest accruing on or after the commencement of any Insolvency Proceeding, whether or not a claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect
of any letter of credit, (b) any fees, indemnification obligations, damages, expense 

  
 5 








 
reimbursement obligations (including, without limitation, reasonable and documented attorneys’ fees and expenses) or other liabilities payable under the documentation governing any
Indebtedness and (c) any obligation to post cash collateral in respect of letters of credit and any other obligations. 

“Obligors” means Holdings, the Borrower and each of their Subsidiaries that is obligated under any First Priority
Document or Second Priority Document. 
 “Person” means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan
Distribution” is defined in Section 6.8. 
 “Plan of Reorganization” means any plan of
reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency Proceeding. 
 “Recovery” is defined in Section 6.4. 

“Second Lien Deficiency Claim” means that portion, if any, of the Second Priority Claims that are unsecured claims under
Section 506(a)(i) of the Bankruptcy Code, with such determination to be made based upon the value of all of the Collateral securing the Second Priority Claims irrespective of whether the Obligor that has pledged such Collateral is a debtor in
the Insolvency Proceeding. 
 “Second Priority Administrative Agent” shall include, in addition to the Second
Priority Administrative Agent defined in the preamble, any successor thereto appointed by the requisite Second Priority Secured Parties exercising substantially the same rights and powers. 

“Second Priority Claims” means (a) all Second Priority Credit Agreement Obligations and (b) all other
Indebtedness or other obligations of the Borrower or any other Obligor under any Second Priority Document. Second Priority Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency Proceeding,
accrue) after the commencement of an Insolvency Proceeding in accordance with and at the rate specified in the relevant Second Priority Document, whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding. For the
avoidance of any doubt, Second Priority Claims shall include the fees, expenses, disbursements and indemnities of the Second Priority Collateral Agent. To the extent any payment with respect to the Second Priority Claims (whether by or on behalf of
any Obligor, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person,
then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. 
 “Second Priority Collateral Agent” shall include, in addition to the Second Priority Collateral Agent defined in the preamble, any successor thereto appointed by the requisite
Second Priority Secured Parties exercising substantially the same rights and powers. 

  
 6 








 “Second Priority Collateral Documents” means collectively, the Second
Priority Security Agreement, any other “Collateral Document” (as defined in the Second Priority Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted to secure (or perfect, preserve or
maintain the security of) any Second Priority Claim or under which rights or remedies with respect to such Liens are governed. 

“Second Priority Credit Agreement” is defined in the third recital; provided that the term
“Second Priority Credit Agreement” shall (a) also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original lenders or with an administrative agent or agents or
other lenders, whether provided under the original Second Priority Credit Agreement or any other credit or other agreement or indenture and whether entered into concurrently with or subsequent to the termination of the prior Second Priority Credit
Agreement), and (b) exclude the First Priority Documents. 
 “Second Priority Credit Agreement
Obligations” means all “Obligations” as defined in the Second Priority Credit Agreement and all other Obligations under the Second Priority Documents. 
 “Second Priority Documents” means the Second Priority Credit Agreement, the Second Priority Collateral Documents, the other “Loan Documents” (as defined in the Second Priority
Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any Second Priority Claims, and any other related document or instrument executed or delivered pursuant to any of the foregoing at any time or
otherwise evidencing any Second Priority Claims thereunder, as any such document or instrument may be amended, supplemented, amended and restated or otherwise modified from time to time. 

“Second Priority Liens” means all Liens that secure the Second Priority Claims. 

“Second Priority Secured Parties” means the “Secured Parties” as defined in the Second Priority Credit
Agreement. 
 “Second Priority Security Agreement” means the Second Lien Security Agreement, dated as of April
[    ], 2013, among Holdings, the Borrower, certain of their affiliates and the Second Priority Collateral Agent, as the same may be amended, supplemented, amended and restated, replaced or otherwise modified from time to time.

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

  
 7 








 “Turnover Proceeds” is defined in Section 6.11. 

“Unasserted Contingent Obligations” means, at any time, Obligations for taxes, costs, indemnifications, reimbursements,
damages and other liabilities (except for (a) the principal of and interest and premium (if any) on, and fees relating to, any Indebtedness and (b) contingent reimbursement obligations in respect of amounts that may be drawn under letters
of credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time. 

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect from time to time in any applicable jurisdiction. 
 “Use of Cash Collateral” is
defined in Section 6.1. 
 1.2 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, document or other writing herein shall be construed as referring to such agreement, document or other writing as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any
Person shall be construed to include such Person’s successors and assigns to the extent that such successors and assigns are permitted pursuant to the applicable agreement, (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 Exhibits or Sections shall be construed to refer to
Exhibits or Sections of this Agreement, (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 general intangibles, (f) terms defined in the UCC but not otherwise defined herein shall have the same meanings herein as are assigned thereto in the UCC, (g) reference to any law means such law as amended,
modified, codified, replaced or re-enacted, in whole or in part, and in effect on the date hereof, including rules, regulations, enforcement procedures and any interpretation promulgated thereunder and (h) underscored references to Sections or
clauses shall refer to those portions of this Agreement, and any underscored references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs. 

Section 2. Lien Priorities. 
 2.1 Relative Priorities. Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Lien granted to the First Priority Collateral Agent, the Second Priority
Collateral Agent, any First Priority Secured Party, any Second Priority Secured Party or any other Person on the Collateral (including, in each case, irrespective of whether any such Lien is granted, or secures obligations relating to the period,
before or after the commencement of any Insolvency Proceeding) and notwithstanding (i) any provision of the UCC 

  
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or any other applicable law or the Second Priority Documents, or any defect or deficiency in, or failure to attach or perfect any aspect or portion of any First Priority Lien, to the contrary,
(ii) the fact that any First Priority Lien may have been subordinated, voided, avoided, set aside, invalidated or lapsed or (iii) any other circumstance whatsoever, including a circumstance that might be a defense available to, or a
discharge of, a Grantor in respect of a First Priority Claim or a Second Priority Claim or any holder of such claims, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second
Priority Secured Parties, hereby agrees that: (A) any Lien on the Collateral securing any First Priority Claim now or hereafter held by the First Priority Secured Parties shall be senior in priority in all respects to any Lien on the Collateral
securing the Second Priority Claims; and (B) any Lien on the Collateral now or hereafter securing any Second Priority Claim regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be
junior and subordinate in priority in all respects to all Liens on the Collateral securing the First Priority Claims. All Liens on the Collateral securing the First Priority Claims shall be and remain first in priority in all respects to all Liens
on the Collateral securing the Second Priority Claims for all purposes, whether or not such First Priority Liens are subordinated to any Lien securing any other obligation of any Obligor. 

2.2 Prohibition on Contesting Liens. Each of the First Priority Collateral Agent and the First Priority Administrative Agent, on
behalf of itself and the other First Priority Secured Parties, and each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that it shall not
(and hereby waives any right to) contest or support, directly or indirectly, any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, validity, perfection or enforceability of (a) the First Priority
Claims or any Lien held by the First Priority Secured Parties in the Collateral securing the First Priority Claims or (b) the Second Priority Claims or any Lien held by the Second Priority Secured Parties in the Collateral securing the Second
Priority Claims, as the case may be. 
 2.3 No New Liens. So long as the Discharge of First Priority Claims has not
occurred, the parties hereto agree that no Obligor shall (a) grant or permit any Lien on any asset or property to secure any Second Priority Claim unless it has granted Liens on such asset or property to secure the First Priority Claims; or
(b) grant or permit any additional Lien on any asset to secure any First Priority Claim unless it has granted a Lien on such asset to secure the Second Priority Claims; provided that no Liens on the Tranche S Collateral Account (as
defined in the First Priority Credit Agreement) to secure any Second Priority Claim shall be required or permitted hereunder. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and
remedies available to the First Priority Collateral Agent, the First Priority Administrative Agent and/or the First Priority Secured Parties, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, agrees that any amount received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to
Section 4.2. 
 2.4 Nature of First Priority Obligations. Each of the Second Priority Collateral Agent and
the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, acknowledges that a portion of the First Priority Claims are revolving in nature 

  
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and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed without affecting the lien subordination or other
provisions of this Agreement. 
 Section 3. Enforcement. 

3.1 Exercise of Remedies. 
 (a) (i) So long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, none of the Second Priority
Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party will (and each such Person hereby waives any right to) (A) exercise or seek to exercise any rights or remedies (including the exercise of any
right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent
or any such Second Priority Secured Party is a party and including the exercise of any right to direct or provide direction or orders with respect to the Collateral or to any account bank, securities intermediary or any other custodian as to the
disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit accounts or securities accounts) with respect to any Collateral, (B) institute any action or proceeding with respect to such rights or remedies,
including any action of foreclosure, any exercise of any right under any control agreement in respect of a deposit account, securities account, security entitlement or other investment property constituting Collateral (including, without limitation,
any right to direct or provide direction or orders with respect to the Collateral or to any account bank, securities intermediary or other custodian as to the disposition of the asset or property on deposit in, carried in or otherwise credited to
any deposit accounts or securities accounts), or any bailee’s letter or similar agreement or arrangement to which the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party is a
party, (C) exercise any other rights or remedies relating to the Collateral under the Second Priority Documents or otherwise, (D) contest, protest or object to any foreclosure proceeding or other action brought by the First Priority
Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party or (E) object to the forbearance by the First Priority Collateral Agent, the First Priority Administrative Agent or any First Priority Secured
Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any right or remedy relating to the Collateral; and (ii) so long as the Discharge of First Priority Claims has not occurred, whether or not any
Insolvency Proceeding has been commenced by or against any Obligor, the First Priority Collateral Agent, the First Priority Administrative Agent and the other First Priority Secured Parties shall have the exclusive right to enforce rights, exercise
remedies (including the exercise of any right of setoff, any right to credit bid or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second
Priority Collateral Agent or any other Second Priority Secured Party is a party and including the exercise of any right to direct or provide direction or orders with respect to the Collateral or to any account bank, securities intermediary or any
other custodian as to the disposition of the asset or property on deposit in, carried in or otherwise credited to any deposit accounts or securities accounts), refrain from enforcing or exercising remedies, make determinations in connection with any
enforcement of rights and remedies regarding release or disposition of, or restrictions 

  
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with respect to, the Collateral, and otherwise enforce the rights and remedies of a secured creditor under the UCC and the bankruptcy laws of any applicable jurisdiction without the consent of or
any consultation with the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party; provided that with respect to clauses (i) and (ii) above, (1) in any
Insolvency Proceeding commenced by or against any Obligor, any Second Priority Secured Party may file a claim or statement of interest with respect to the Second Priority Claims, (2) the Second Priority Collateral Agent may take any action not
adverse to the Liens on the Collateral securing the First Priority Claims or the rights of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party to exercise remedies in respect thereof
in order to establish, preserve, or perfect its rights in the Collateral, (3) any Second Priority Secured Party shall be entitled to (u) file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary
proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the Second Priority Claims, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement,
(v) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Obligors arising under the Bankruptcy Code (including exercising the right, if any, to file an involuntary
petition against any Obligor), any similar law or any applicable non-bankruptcy law, in each case to the extent not inconsistent with the other terms of this Agreement (it being understood that no Second Priority Secured Party shall be entitled to
assert any right or interest of an unsecured creditor (or otherwise) that they would not be entitled to assert hereunder as a secured creditor, and, specifically, that no Second Priority Secured Party shall be entitled to assert any right or
interest of an unsecured creditor (or otherwise), of any kind or nature, in respect of any Use of Cash Collateral, DIP Financing or sale of any assets of an Obligor, in each case to which holders of a majority of First Priority Claims have
consented), (w) exercise any rights and remedies as an unsecured creditor against the Borrower or any other Obligor in accordance with the Second Priority Documents and applicable law, in each case to the extent not inconsistent with the other
terms of this Agreement (it being understood that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise) that they would not be entitled to assert hereunder as a secured creditor)
and excluding the filing of pleadings, objections, motions or agreements covered by the preceding clause (v), (x) bid (but only for cash, and not by way of credit bid or otherwise) for or purchase (but only for cash, and not by way of credit
bid or otherwise) Collateral at any private or judicial foreclosure upon such Collateral initiated by any secured party in respect thereof, (y) file any notice of or vote any claim in any Insolvency Proceeding of any Obligor but solely in
accordance with Section 6.7 and (z) file any proof of claim and other filings, appear and be heard on any matter in connection therewith and make any arguments and motions that are, in each case, not inconsistent with the other
terms of this Agreement, with respect to the Second Priority Claims and the Collateral (it being understood that no Second Priority Secured Party shall be entitled to assert any right or interest of an unsecured creditor (or otherwise) that they
would not be entitled to assert hereunder as a secured creditor) and excluding the filing of pleadings, objections, motions or agreements covered by the preceding clause (v), (4) nothing herein shall be construed to limit or impair in any way
the right of any Second Priority Secured Party to receive any remaining Collateral and proceeds of Collateral after the Discharge of First Priority Claims has occurred and (5) in the event any Second Priority Secured Party, or an administrative
agent, a collateral agent, a collateral trustee or a similar representative on its behalf, shall be a party to 

  
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any intercreditor agreement (other than this Agreement) with any other holders of Indebtedness or other obligations of the Borrower or any other Obligor, such Second Priority Secured Party may
seek performance by the other parties to such intercreditor agreement of their obligations thereunder and may institute any action or proceeding, and take any other action, in furtherance thereof or otherwise exercise its rights and remedies
thereunder, in each case to the extent not adverse to the Liens on the Collateral securing the First Priority Claims or the rights of the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured
Party. In exercising rights and remedies with respect to the Collateral, the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party may enforce the provisions of the First Priority
Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion except that, following the Discharge of First Priority Claims and until the Discharge of Second Priority
Claims has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent or the other Second Priority Secured Parties may enforce the provisions of the Second Priority Documents and exercise remedies thereunder, all in
such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the First Priority Collateral Agent, the First Priority Administrative
Agent and the other First Priority Secured Parties (or, following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent
and the other Second Priority Secured Parties) to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured party under the UCC
of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. 
 (b)
(i) Until the Discharge of First Priority Claims has occurred, each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that it will not, in
connection with the exercise of any right or remedy (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to
which the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party is a party) with respect to any Collateral (but instead shall be deemed to have hereby irrevocably, absolutely, and
unconditionally waived until after the Discharge of First Priority Claims any right to) take or receive any Collateral or any proceeds of any Collateral; provided that in the event any Second Priority Secured Party, or an administrative
agent, a collateral agent, a collateral trustee or a similar representative on its behalf, shall be a party to any intercreditor agreement (other than this Agreement) with any other holders of Indebtedness or other obligations of the Borrower or any
other Obligor, such Second Priority Secured Party may receive any Collateral or any proceeds of any Collateral pursuant to the turnover provisions of such intercreditor agreement (it being understood and agreed that any such Collateral or proceeds
shall be subject to Section 4.2). 
 (ii) Without limiting the generality of the foregoing clause (i), unless
and until the Discharge of First Priority Claims has occurred, except as expressly provided in the proviso in Section 3.1(a), the sole right of the Second Priority Administrative Agent, the Second Priority Collateral Agent and the
other Second Priority Secured Parties as secured parties with respect to the Collateral is to hold a perfected Lien on the Collateral pursuant to the Second Priority Documents for the period and to the extent granted therein and to receive a share
of the proceeds thereof, if any, after the Discharge of First Priority Claims has occurred. 

  
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 (c) Each of the Obligors agrees that it will not, and will not permit any of its
Subsidiaries to, in connection with the exercise of any right or remedy with respect to any Collateral by the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party, transfer, deliver or
pay, as applicable, to the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party, any Collateral or any proceeds of Collateral unless and until the Discharge of First Priority Claims
has occurred. 
 (d) (i) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, agrees that the Second Priority Secured Parties will not (and instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to) take any action (other than
as provided in Section 3.1(a)) that would hinder or cause to delay any exercise of remedies undertaken by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party under the
First Priority Documents as secured parties in respect of any Collateral, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise. 

(ii) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second
Priority Secured Parties, hereby irrevocably, absolutely and unconditionally waives any and all rights it or the Second Priority Secured Parties may have as a junior lien creditor or otherwise (whether arising under the UCC or any other law) to
object to the manner (including by judicial foreclosure, non-judicial foreclosure, strict foreclosure or otherwise) in which the First Priority Collateral Agent, the First Priority Administrative Agent or the other holders of First Priority Claims
seek to enforce the Liens granted in any of the Collateral, except that there shall be no waiver of the obligation, if any, of the First Priority Collateral Agent or the First Priority Administrative Agent to dispose of the Collateral in a
“commercially reasonable” manner within the meaning of any applicable UCC. 
 (e) Each of the Second Priority
Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Priority Collateral
Documents or any other Second Priority Document (other than this Agreement) is intended to restrict in any way the rights and remedies of the First Priority Collateral Agent, the First Priority Administrative Agent or the First Priority Secured
Parties with respect to the Collateral as set forth in this Agreement and the First Priority Documents. 
 3.2
Cooperation. Subject to the proviso in Section 3.1(a), each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that,
unless and until the Discharge of First Priority Claims has occurred, it will not, and shall be deemed to have waived any right to, commence, or join with any Person in commencing any enforcement, collection, execution, levy or foreclosure action or
proceeding with respect to any Lien held by it under any Second Priority Document. 

  
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 3.3 Notices of Default. Each of the First Priority Collateral Agent, the Second
Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative Agent will provide such information as it may have to the others as the others may from time to time reasonably request concerning the status
of the exercise of any enforcement action against the Collateral, and each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative Agent shall be
available on a reasonable basis during normal business hours to review with each other alternatives available in exercising such rights; provided that the failure of any of them to do any of the foregoing shall not affect the relative
priorities of the First Priority Liens or the Second Priority Liens as provided herein or the validity or effectiveness of any notice or demand as against any Obligor. The Obligors hereby consent and agree to each of the First Priority Collateral
Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent and the Second Priority Administrative Agent providing any such information to the other and to such actions by any of them and waives any right or claim against
any of them arising as a result of such information or actions. 
 Section 4. Payments. 

4.1 Application of Proceeds. 
 (a) As long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the cash proceeds of Collateral received in
connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies shall, after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and
indemnities of the First Priority Collateral Agent, be delivered by the First Priority Collateral Agent to the First Priority Administrative Agent for application against the First Priority Claims in such order as the First Priority Administrative
Agent may determine in its sole discretion and in accordance with the First Priority Documents until the Discharge of First Priority Claims has occurred. Upon the Discharge of First Priority Claims, (i) the First Priority Administrative Agent
shall promptly deliver to the First Priority Collateral Agent (with copies to the Second Priority Collateral Agent and the Second Priority Administrative Agent) a written notice stating that the Discharge of First Priority Claims has occurred and
(ii) promptly following receipt of such notice referred to in clause (i), the First Priority Collateral Agent or First Priority Administrative Agent, as applicable, shall deliver at the joint and several cost of the Obligors, to the
Second Priority Collateral Agent for distribution to the Second Priority Administrative Agent for the benefit of the Second Priority Secured Parties (or as may otherwise have been agreed by the Second Priority Secured Parties) any proceeds of
Collateral held by it in the same form as received, with any necessary endorsement or as a court of competent jurisdiction may otherwise direct. 
 (b) Following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor,
the cash proceeds of Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies shall, after payment of all outstanding fees, expenses (including reasonable fees and
expenses of counsel), disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second Priority Collateral Agent to the Second Priority Administrative Agent for application


  
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against the Second Priority Claims in such order as is specified in the Second Priority Documents (or for such other application as may otherwise have been agreed by the Second Priority Secured
Parties) until the Discharge of Second Priority Claims has occurred. 
 4.2 Payments Over. Except as expressly provided
in Section 6.8, so long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, any Collateral or proceeds thereof (including assets or proceeds
subject to Liens referred to in the final sentence of Section 2.3(a)) received by the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party in connection with the exercise
of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement or any distribution received on account of or by virtue of any Lien on the Collateral in any Insolvency Proceeding (including any distribution
on account of or otherwise by virtue of any Lien on the Collateral under any Plan of Reorganization) shall be segregated and held in trust and forthwith paid over to the First Priority Collateral Agent for the benefit of the First Priority Secured
Parties in the same form as received, with any necessary endorsement, or as a court of competent jurisdiction may otherwise direct. The First Priority Collateral Agent is hereby authorized to make any such endorsement as agent for the Second
Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party. This authorization is coupled with an interest and is irrevocable until the Discharge of First Priority Claims has occurred. For the
avoidance of doubt, the Second Priority Claims shall not be reduced or satisfied by any amounts or distributions required to be paid over to the First Priority Collateral Agent, the First Priority Administrative Agent or otherwise for the benefit of
the First Priority Secured Parties, in each case, pursuant hereto (including this Section 4.2 and Sections 6.6 and 6.11). 
 Section 5. Other Agreements. 
 5.1 Releases. 

(a) If, in connection with (i) the exercise of any remedies by the First Priority Collateral Agent or any other First Priority
Secured Party in respect of the Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or other disposition of any such Collateral, or (ii) any sale, lease, exchange, transfer or other disposition of
any Collateral (other than to another Obligor) permitted under the terms of the First Priority Documents and the Second Priority Documents (in each case, as in effect on the date hereof), the First Priority Collateral Agent, on behalf of itself and
the other First Priority Secured Parties, releases any of its Liens on any part of the Collateral, the Lien of the Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties on such Collateral (but not on any proceeds of
such Collateral not required to be paid to the First Priority Secured Parties for application to the First Priority Claims) shall be automatically and unconditionally released with no further consent or action of any Person, and each of the Second
Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, shall promptly execute and deliver, at the joint and several expense of the Obligors, to the First Priority
Collateral Agent and the First Priority Administrative Agent and the Obligors such termination statements, releases and other documents as the First Priority Collateral Agent, the First Priority Administrative Agent and the Obligors (in the case of
the Obligors, to the extent permitted by the First Priority Documents) may reasonably request to effectively confirm such release at the joint and several expense of the Obligors. 

(b) Until the Discharge of First Priority Claims occurs, each of the Second Priority Collateral Agent and the Second Priority
Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably constitutes and appoints the First Priority Collateral Agent and any officer or agent of the First Priority Collateral Agent, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Person or in the First Priority Collateral Agent’s own name, from time to time in the First Priority Collateral
Agent’s discretion (as directed by the First Priority Administrative Agent in writing), for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all releases,
documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any financing statements, mortgage releases, intellectual property releases, endorsements or other instruments of transfer or
release. 

  
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 5.2 Insurance. 

(a) Unless and until the Discharge of First Priority Claims has occurred, the First Priority Collateral Agent, the First Priority
Administrative Agent and the other holders of the First Priority Claims shall have the sole and exclusive right, subject to the rights of the Obligors under the First Priority Documents, to adjust settlement for any award under any insurance policy
relating to an insured loss in respect of Collateral and to approve any award granted in any condemnation or similar proceeding affecting the Collateral. Following the Discharge of First Priority Claims and until such time that the Discharge of
Second Priority Claims has occurred, the Second Priority Collateral Agent, the Second Priority Administrative Agent and the other holders of the Second Priority Claims shall have the sole and exclusive right, subject to the rights of the Obligors
under the Second Priority Documents, to adjust settlement for any award under any insurance policy relating to an insured loss relating to the Collateral and to approve any award granted in any condemnation or similar proceeding affecting the
Collateral. 
 (b) Unless and until the Discharge of First Priority Claims has occurred, all proceeds of any such insurance
policy and any such award if in respect to the Collateral shall, after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel), disbursements and indemnities of the First Priority Collateral Agent, be delivered
by the First Priority Collateral Agent to the First Priority Administrative Agent for the benefit of the First Priority Secured Parties to the extent required under the First Priority Credit Agreement and pursuant to the terms of the First Priority
Documents; and thereafter, following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims has occurred, and after payment of all outstanding fees, expenses (including reasonable fees and expenses of counsel),
disbursements and indemnities of the Second Priority Collateral Agent, be delivered by the Second Priority Collateral Agent to the Second Priority Administrative Agent for the benefit of the Second Priority Secured Parties to the extent required
under the applicable Second Priority Documents; and finally, to the owner of the subject property or as a court of competent jurisdiction may otherwise direct. 
 (c) Unless the Discharge of First Priority Claims has occurred, if the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party shall, at any
time, receive any proceeds of any such insurance policy or any such award or payment thereunder in contravention of this Agreement, it shall pay such proceeds, award or payment over to the First Priority Collateral Agent in accordance with
Section 4.2. 

  
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 5.3 Amendments to Second Priority Documents, etc. 

(a) Unless and until the Discharge of First Priority Claims has occurred, without the prior written consent of the First Priority
Administrative Agent (and the First Priority Collateral Agent, to the extent an amendment, supplement or modification would affect its respective rights, protections or obligations), no Second Priority Collateral Document may be amended,
supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be inconsistent with any of the terms of this Agreement or the First
Priority Documents. 
 (b) Each of the Second Priority Administrative Agent and the Second Priority Collateral Agent agrees that
each Second Priority Collateral Document granting a Lien on any Collateral entered into on or after the date hereof shall include the following language (or similar language satisfactory to the First Priority Administrative Agent): 

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Priority Collateral Agent
pursuant to this Agreement and the exercise of any right or remedy by the Second Priority Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of April [    ], 2013 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the “Intercreditor Agreement”), among UBS AG, Stamford Branch, in its capacity as First Priority Collateral Agent, UBS AG, Stamford Branch, in its capacity
as First Priority Administrative Agent, Credit Suisse AG, in its capacity as Second Priority Collateral Agent, Credit Suisse AG, in its capacity as Second Priority Administrative Agent, and the other parties thereto. In the event of any conflict
between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.” 
 (c) Unless and until the Discharge of First Priority Claims has occurred, in the event the First Priority Collateral Agent or the First Priority Administrative Agent enters into any amendment, waiver or
consent in respect of any First Priority Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departure from any provision of, any First Priority Collateral Document or changing in any manner the rights
of the First Priority Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties or the Obligors thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of
each Comparable Collateral Document without the consent of the Second Priority Collateral Agent, the Second Priority Administrative Agent or the Second Priority Secured Parties and without any action by any of them or any Obligor; provided
that (i) no such amendment, waiver or consent shall have the effect of (A) removing assets subject to the Lien of the Second Priority Collateral Documents, except to the extent that a


  
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release of such Lien is permitted by Section 5.1 and provided there is a corresponding release of the Lien securing the First Priority Claims, (B) imposing duties or adding
liabilities on the Second Priority Collateral Agent or any other Second Priority Secured Party without its consent or (C) permitting other Liens on the Collateral which are prohibited under the terms of the Second Priority Documents or
Section 6, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Priority Collateral Agent or any other Second Priority Secured Party (and not the First Priority Secured Parties in
a like or similar manner) shall not apply to the Second Priority Collateral Documents without the consent of the Second Priority Collateral Agent (acting at the written direction of the Second Priority Administrative Agent (itself acting at the
written direction of the requisite Second Priority Secured Parties in accordance with the Second Priority Credit Agreement)), and (iii) notice of such amendment, waiver or consent shall have been given by the First Priority Administrative Agent
to the Second Priority Collateral Agent (unless it is the same Person as the First Priority Collateral Agent), within 10 Business Days after the effective date thereof; provided, further, that (x) nothing contained in this
clause (c) shall impair the rights of the First Priority Collateral Agent, the First Priority Administrative Agent and the holders of First Priority Claims, or the obligations and agreements of the Second Priority Collateral Agent and
the other Second Priority Secured Parties, under Sections 3 and 5.1 and (y) the First Priority Collateral Documents and the Second Priority Collateral Documents may, without the consent of any Second Priority Secured Party, be
amended or modified pursuant to this Section 5.3(c) to secure additional extensions of credit and add additional secured creditors as long as such amendments or modifications do not violate the express provisions of any Second Priority
Document. 
 (d) The First Priority Documents may be amended, supplemented or otherwise modified in accordance with their terms
and the First Priority Credit Agreement may be refinanced, in each case, without notice to, or the consent of, the Second Priority Collateral Agent or the other Second Priority Secured Parties, and in each case subject to the terms hereof, all
without affecting the lien subordination or other provisions of this Agreement. 
 (e) Without the written consent of the First
Priority Administrative Agent, none of the Second Priority Administrative Agent, the Second Priority Collateral Agent or any other Second Priority Secured Party will be entitled to agree (and none of them will agree) to any amendment to, or
modification of, or consent to any waiver of departure from, the Second Priority Documents, whether in a refinancing or otherwise, that is prohibited by or in contravention of the First Priority Documents as in effect on the date hereof or this
Agreement. 
 (f) Unless and until the Discharge of First Priority Claims has occurred, the Second Priority Secured Parties
shall not consent to the release of any Second Priority Lien on any Collateral without the written consent of the First Priority Administrative Agent, except for releases in connection with the Discharge of Second Priority Claims (or a refinancing
thereof) to the extent permitted under the First Priority Credit Agreement or with respect to such Collateral for which the First Priority Lien is also released. 
 5.4 Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors against
the Obligors in accordance with the terms of the Second Priority Documents and applicable law only to the extent set forth in the proviso of Section 3.1(a). Nothing in this 


  
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Agreement shall prohibit the receipt by any Second Priority Secured Party of any payment of interest and principal on the Second Priority Claims, together with any reimbursable fees and expenses
and other amounts (including premiums, if any) due in respect thereof, so long as such receipt is not (a) the direct or indirect result of the exercise by any Second Priority Secured Party of rights and remedies as a secured creditor in respect
of the Second Priority Claims or enforcement of any Second Priority Lien, in either case in contravention of this Agreement, or (b) a distribution in any Insolvency Proceeding on account of or otherwise by virtue of any Second Priority Lien
(including any distribution on account of or otherwise by virtue of any Lien on the Collateral under any Plan of Reorganization), other than as permitted by Section 6.8. In the event that any Second Priority Secured Party becomes a
judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of the Second Priority Claims, such judgment lien shall be subject to the terms of this Agreement (including in relation
to the First Priority Liens and the First Priority Claims and including in relation to the Second Priority Liens and the Second Priority Claims) to the same extent as the other Liens securing the Second Priority Claims (created pursuant to the
Second Priority Collateral Documents) are subject to the terms of this Agreement. Nothing in this Agreement modifies any right or remedy the holders of First Priority Claims or, after the Discharge of First Priority Claims has occurred, the holders
of Second Priority Claims may have with respect to the Collateral. 
 5.5 Bailee and Agent for Perfection. The First
Priority Collateral Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or control over Collateral pursuant to any of the First Priority Collateral Documents (any such Collateral,
as updated from time to time in accordance with the relevant Collateral Document, the “Bailment Collateral”), such possession or control is also held as a bailee and agent for perfection for, on behalf of and for the benefit of, the
Second Priority Collateral Agent (as collateral agent for the Second Priority Secured Parties), such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c)
of the UCC, and in each case solely to the extent required to perfect and enforce their security interests in such Bailment Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the First Priority Collateral Agent,
the First Priority Administrative Agent or any First Priority Secured Party (or any third party acting on their behalf) with respect to such Bailment Collateral or provide the Second Priority Administrative Agent, the Second Priority Collateral
Agent or any other Second Priority Secured Party with any rights with respect to such Bailment Collateral beyond those specified in this Agreement or the Second Priority Collateral Documents (it being understood that the First Priority Collateral
Agent’s duty under this Section 5.5 shall be limited solely to holding or controlling any such Collateral as bailee and agent for perfection); provided that promptly following the Discharge of First Priority Claims, the First
Priority Collateral Agent (upon the written direction of the First Priority Administrative Agent) shall deliver to the Second Priority Collateral Agent, at the Obligors’ joint and several cost and expense, any Bailment Collateral held in its
possession, together with any necessary endorsements, or direct and deliver such Bailment Collateral as a court of competent jurisdiction may otherwise direct. 

  
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 Section 6. Insolvency Proceedings. 

6.1 Finance and Sale Issues. 
 (a) Until the Discharge of First Priority Claims has occurred, if any Obligor shall be subject to any Insolvency Proceeding and the First Priority Administrative Agent shall desire to permit the use of
cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) under Section 363 of the Bankruptcy Code (“Use of Cash Collateral”) or to permit an Obligor to obtain financing, whether from the First
Priority Secured Parties, any other Person, or any combination thereof, under Section 364 of the Bankruptcy Code (“DIP Financing”), then each of the Second Priority Collateral Agent and the Second Priority Administrative Agent,
on behalf of itself and the other Second Priority Secured Parties, agrees that (i) it shall not be entitled to raise (and will not raise), but instead shall be deemed to have otherwise irrevocably, absolutely, and unconditionally waived any
right to raise, any objection to such Use of Cash Collateral or DIP Financing (and instead will be deemed to have consented to such Use of Cash Collateral or DIP Financing), (ii) it shall not be entitled to request (and will not request)
adequate protection or any other relief in connection therewith (except as expressly agreed by the First Priority Administrative Agent or to the extent permitted by Section 6.2), and (iii) to the extent the First Priority Liens are
junior in priority to or pari passu in priority with Liens granted in connection with such Use of Cash Collateral or such DIP Financing (including adequate protection Liens), the Second Priority Liens in the Collateral shall be
maintained as junior in priority to the First Priority Liens as contemplated hereunder and to such Liens granted in connection with such Use of Cash Collateral or such DIP Financing on the same basis as the Second Priority Liens are junior in
priority to the First Priority Liens under this Agreement. Without limiting the other provisions of this Agreement, nothing in this Section 6.1(a) is intended to limit the ability of the First Priority Secured Parties or the Second
Priority Secured Parties to participate in, support, or object to any Use of Cash Collateral or DIP Financing that does not involve the Collateral. Each of the Lenders (as defined in the Second Priority Credit Agreement) agrees that none of them
shall offer to provide, administer or syndicate any DIP Financing to any Obligor unless (A) the application of the proceeds of such DIP Financing would result in the Discharge of the First Priority Claims or (B) consented to by the First
Priority Administrative Agent. 
 (b) Until the Discharge of First Priority Claims has occurred, the Second Priority Secured
Parties, in any Insolvency Proceeding, shall not be entitled to oppose (and shall not oppose) (i) any sale or disposition of any assets of any of the Obligors or (ii) any procedure governing sale or disposition of any assets of any of the
Obligors, in each case that is supported by the First Priority Administrative Agent, and the Second Priority Secured Parties will be deemed to have consented under Section 363 of the Bankruptcy Code to any sale, and any procedure for sale (and
in each case any motion in support hereof), supported by the First Priority Administrative Agent and to have released (and to have consented to the release of) their Liens in such assets so long as and to the extent that (A) the First Priority
Secured Parties shall have likewise released their Liens and (B) the First Priority Liens and the Second Priority Liens shall attach to the proceeds of any Collateral sold or disposed of in the priorities set forth herein. For the avoidance of
doubt, and without limitation of the generality of the foregoing, in any Insolvency Proceeding, the Second Priority Secured Parties irrevocably waive any right to object to any sale, or any procedure for sale, or any motion for sale or for bid
procedures regarding the sale, of any Collateral under Section 363 of the Bankruptcy Code on the grounds of inadequate time for marketing of such asset, inopportune time for sale of such asset (based on market conditions or otherwise),
inadequate purchase price/value to be received for such asset, or any expense reimbursement, break-up fee or other condition or covenant contained in any stalking horse bid for such asset. 

  
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 6.2 Adequate Protection. If and only if directed to do so by Second Priority Secured
Parties holding at least a majority of the principal amount of the Second Priority Claims, the Second Priority Administrative Agent or the Second Priority Collateral Agent, on behalf of itself and the Second Priority Secured Parties, may seek or
request adequate protection in the form of a Lien on any additional collateral as to which the First Priority Secured Parties have received adequate protection in the form of a Lien (including by way of objecting to any DIP Financing that does not
provide for such Lien), which Lien will be junior in priority to the First Priority Liens (including any adequate protection Lien in favor of the First Priority Secured Parties) and any Lien securing such DIP Financing (and all Obligations relating
thereto) on the same basis as the other Liens securing the Second Priority Claims are junior in priority to the First Priority Liens under this Agreement and subject in all respects to the release obligations set forth in this Agreement, including
in Sections 5.1 and 6.1. If the Second Priority Secured Parties are granted post-petition interest and/or adequate protection payments in an Insolvency Proceeding (“Junior Priority Bankruptcy Payments”), such amounts
shall be deemed Collateral, shall be turned over to the First Priority Collateral Agent in accordance with Section 4.2 (or, following the Discharge of First Priority Claims and prior to the Discharge of Second Priority Claims, to the
Second Priority Collateral Agent) and shall be applied according to the terms thereof (regardless of whether or not any order of a bankruptcy court authorizing and/or directing any Junior Priority Bankruptcy Payments shall expressly provide for such
direct payment to the First Priority Collateral Agent or the Second Priority Collateral Agent, as applicable). 
 6.3 No
Waiver. Subject to Section 3.1(a), nothing contained herein shall prohibit or in any way limit the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party from objecting in
any Insolvency Proceeding or otherwise to any action taken by any Second Priority Secured Party, including the seeking by any Second Priority Secured Party of adequate protection or the asserting by any Second Priority Secured Party of any of its
rights and remedies under the Second Priority Documents or otherwise. Following the Discharge of First Priority Claims, nothing contained herein shall prohibit or in any way limit the Second Priority Administrative Agent, the Second Priority
Collateral Agent or any other Second Priority Secured Party from objecting in any Insolvency Proceeding. 
 6.4
Reinstatement. If, in any Insolvency Proceeding or otherwise, all or part of any payment with respect to the First Priority Claims previously made shall be rescinded for any reason whatsoever (including an order or judgment for disgorgement
of a preference under the Bankruptcy Code, or any similar law) (a “Recovery”), then the First Priority Claims shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery,
this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. If any Second Priority
Secured Party is required in any Insolvency Proceeding or otherwise to turn over all or part of any payment with respect to the Second Priority Claims, then the Second Priority Claims shall be reinstated to the extent of such turnover. 

  
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 6.5 Post-Petition Interest. No Second Priority Secured Party shall oppose or seek to
challenge any claim by the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party for allowance or payment in any Insolvency Proceeding of the First Priority Claims consisting of
post-petition interest, fees or expenses to the extent of the value of any First Priority Lien on the Collateral, such value to be determined without regard to the existence of the Second Priority Liens on the Collateral. 

6.6 Separate Grants of Security and Separate Classification. Each of the First Priority Collateral Agent and the First Priority
Administrative Agent, on behalf of itself and the other First Priority Secured Parties, and each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties,
acknowledge and agree that: 
 (a) the grants of Liens pursuant to the First Priority Collateral Documents and the Second
Priority Collateral Documents constitute two separate and distinct grants of Liens; and 
 (b) because of, among other things,
their differing rights in the Collateral, the First Priority Claims and the Second Priority Claims are fundamentally different from one another and must be separately classified in any Plan of Reorganization proposed or confirmed in an Insolvency
Proceeding. 
 To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that, contrary
to the intention of the parties, the claims of the First Priority Secured Parties and/or the Second Priority Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of first priority and second
priority secured claims), then (i) each of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of first priority and second
priority secured claims against the Obligors in respect of the Collateral and (ii) the First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and
other claims, all amounts owing in respect of post-petition interest, including any additional interest payable pursuant to the First Priority Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency
Proceeding, and reimbursement of all fees and expenses of the First Priority Collateral Agent’s and the First Priority Administrative Agent’s respective attorneys, financial consultants, and other agents, before any distribution is made in
respect of or by virtue of the Second Priority Liens, with each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby acknowledging and
agreeing to turn over to the First Priority Collateral Agent amounts otherwise received or receivable by them in respect of or by virtue of the Second Priority Liens to the extent necessary to effectuate the intent of this sentence, even if such
turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties. 
 6.7 Voting for Plan of
Reorganization. The First Priority Secured Parties and the Second Priority Secured Parties, in each case in such capacity, shall be entitled to vote to accept or reject any Plan of Reorganization in connection with any Insolvency Proceeding so
long as such Plan of Reorganization is a Conforming Plan of Reorganization and shall be entitled to vote to reject any such Plan of Reorganization that is a Non-Conforming Plan of Reorganization;


  
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provided that each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that none
of the Second Priority Secured Parties, in such capacity, shall be entitled to take any action or vote in any way that supports any Non-Conforming Plan of Reorganization or to object to a Plan of Reorganization to which the requisite holders of
First Priority Claims have consented on the grounds that any sale of Collateral thereunder or pursuant thereto is for inadequate consideration, or that the sale process in respect thereof was inadequate. Without limiting the generality of the
foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization by any Second Priority Secured Party, in such capacity, shall be
inconsistent with and accordingly, a violation of the terms of this Agreement, and the First Priority Administrative Agent shall be entitled (and hereby authorized by the Second Priority Secured Parties) to have any such vote to accept a
Non-Conforming Plan of Reorganization changed and any such support of any such Non-Conforming Plan of Reorganization withdrawn. 

6.8 X Clause. Notwithstanding Section 4.2 or any other provision of this Agreement, regardless of whether a Discharge
of First Priority Claims shall occur in connection with a confirmed Plan of Reorganization, the Second Priority Secured Parties shall be permitted to receive or retain any debt or equity securities or other obligations of the Obligors to be
distributed to them under any such confirmed Plan of Reorganization on account of or otherwise by virtue of the Second Priority Liens on the Collateral (collectively, a “Plan Distribution”), so long as (a) any lien granted on
the Collateral (or any other assets of an Obligor) to secure such Plan Distributions shall be junior in priority to any liens granted to secure any Plan Distribution to the First Priority Secured Parties under any such Plan of Reorganization on
account of the First Priority Liens to the same extent as the Second Priority Liens are junior in priority to the First Priority Liens on the Collateral hereunder and such liens shall otherwise be subject to the terms and conditions of this
Agreement (or an analogous agreement), and (b) any Plan Distribution received by a Second Priority Secured Party shall not be entitled to receive cash interest (but may accrue interest or contain pay-in-kind interest), any Plan Distribution may
not be subject to amortization, redemption or other principal or preference paydown, in each case prior to the Discharge of First Priority Claims (including by way of full payment of any Plan Distribution received by the First Priority Secured
Parties); provided, however, that, absent a Discharge of the First Priority Claims, any Plan Distribution received by a Second Priority Secured Party under a Plan of Reorganization which the class of First Priority Claims has voted to
reject (and which was implemented despite such rejection), or which does not satisfy the criteria set forth in clauses (a) and (b) above, shall be turned over to the First Priority Administrative Agent in accordance with
Section 4.2. 
 6.9 Determination of Distributions on Account of Lien on Collateral. For the purposes of this
Agreement, including for the purposes of Sections 4.2, 5.4, and 6.8, there shall be a presumption that any distribution to or for the benefit of the Second Priority Secured Parties under any Plan of Reorganization for any
Obligor shall be on account of or by virtue of the Second Priority Liens on the Collateral. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties,
shall have the burden of rebutting that presumption, and of proving the portion (if any) of any distribution under any Plan of Reorganization to, or for the benefit of, the Second Priority Secured Parties that does not consist of proceeds of (or is
not otherwise on account of or by virtue of) such Lien on the Collateral, in each case by clear and convincing evidence. 

  
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 6.10 Plan of Reorganization. Neither the Second Priority Administrative Agent nor any
other Second Priority Secured Party will sponsor, fund or otherwise facilitate, or support or vote in favor of in an Insolvency Proceeding, any Plan of Reorganization that does not contemplate the payment in full, in cash of the First Priority
Claims upon the effective date of such Plan of Reorganization unless the First Priority Administrative Agent shall have otherwise consented. Neither the Second Priority Administrative Agent nor any other Second Priority Secured Party will raise or
support any objection to any Plan of Reorganization on the basis that the rate of interest payable on any Plan Distribution to the First Priority Secured Parties is excessive or over-compensatory. 

6.11 Turnover Provisions. If, in connection with an Insolvency Proceeding, a First Lien Deficiency Claim exists and any Second
Priority Secured Party receives a distribution (whether in cash or in-kind) solely on account of its Second Lien Deficiency Claim out of property not constituting Collateral or otherwise not subject to Section 4.2, 6.2 or
6.8 (such amount, the “Turnover Proceeds”), then such Second Priority Secured Party’s interest in such Turnover Proceeds shall be subject and subordinate to the First Lien Deficiency Claim until such First Lien
Deficiency Claim shall have been paid in full, and, such Second Priority Secured Party shall segregate and hold in trust such Turnover Proceeds for the benefit of the First Priority Secured Parties and shall forthwith pay over such Turnover Proceeds
in the form received to the First Priority Administrative Agent for application to the First Lien Deficiency Claim until the First Lien Deficiency Claim shall have been paid in full. The First Priority Secured Parties and the Second Priority Secured
Parties agree that the foregoing shall not be deemed to restrict the Second Priority Secured Parties from acquiring or repaying and discharging in full (other than out of Turnover Proceeds) the First Lien Deficiency Claim. For the avoidance of
doubt, nothing in this Section 6.11 shall otherwise impact the rights of the First Priority Secured Parties or the Second Priority Secured Parties to the Collateral, the proceeds of Collateral or any property or distribution contemplated
by Section 4.2, 6.2 or 6.8. 
 Section 7. Reliance; Waivers; etc. 

7.1 Reliance. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and
the Second Priority Secured Parties, acknowledges that the Second Priority Secured Parties have, independently and without reliance on the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured
Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Second Priority Credit Agreement, any other applicable Second Priority Document, this Agreement and the
transactions contemplated hereby and thereby and they will continue to make their own credit analysis decisions in taking or not taking any action under the Second Priority Credit Agreement, any such other Second Priority Document or this Agreement.

 7.2 No Warranties or Liability. Each of the Second Priority Collateral Agent and the Second Priority Administrative
Agent, on behalf of itself and the Second Priority Secured Parties, acknowledges and agrees that each of the First Priority Collateral Agent, the First Priority 

  
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Administrative Agent and the other holders of First Priority Claims have made no express or implied representation or warranty, including with respect to the execution, validity, legality,
completeness, collectibility or enforceability of any of the First Priority Documents or the ownership of any Collateral or the perfection or priority of any Lien thereon. The holders of First Priority Claims will be entitled to manage and supervise
their respective loans and extensions of credit to the Obligors in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, and the holders of First Priority Claims may manage their loans and extensions
of credit without regard to any right or interest that any Second Priority Secured Party may have in the Collateral or otherwise, except as otherwise provided in this Agreement. None of the First Priority Collateral Agent, the First Priority
Administrative Agent or any other First Priority Secured Party shall have any duty to any Second Priority Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or
default under any agreement with any Obligor (including the Second Priority Documents), regardless of any knowledge thereof which they may have or be charged with. 
 7.3 No Waiver of Lien Priorities. 
 (a) To the fullest extent permitted
under applicable law, no right of the First Priority Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties or any of them to enforce any provision of this Agreement shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or failure to act by any First Priority Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement or
any of the First Priority Documents or the Second Priority Documents, regardless of any knowledge thereof which the First Priority Collateral Agent, the First Priority Administrative Agent or the other First Priority Secured Parties, or any of them,
may have or be otherwise charged with. To the fullest extent permitted under applicable law, no right of the Second Priority Collateral Agent, the Second Priority Administrative Agent, the other Second Priority Secured Parties or any of them to
enforce any provision of this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or failure to act by any Second Priority Secured Party, or by any noncompliance by
any Person with the terms, provisions and covenants of this Agreement or any of the Second Priority Documents, regardless of any knowledge thereof which the Second Priority Collateral Agent, the Second Priority Administrative Agent or the other
Second Priority Secured Parties, or any of them, may have or be otherwise charged with. 
 (b) Without in any way limiting the
generality of the foregoing paragraph (but subject to the rights of the Obligors under the First Priority Documents), the First Priority Secured Parties and any of them may, to the fullest extent permitted under applicable law, at any time and from
time to time, without the consent of, or notice to, any Second Priority Secured Party, without incurring any liability to any Second Priority Secured Party and without impairing or releasing the lien priorities and other benefits provided in this
Agreement (even if any right of subrogation or other right or remedy of any Second Priority Secured Party is affected, impaired or extinguished thereby), do any one or more of the following: 

(i) make loans and advances to any Obligor or issue, guaranty or obtain letters of credit for account of any Obligor or otherwise extend
credit to any Obligor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing; 

  
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 (ii) change the manner, place or terms of payment or change or extend the time of payment
of, or renew, exchange, amend, increase or alter, the terms of any of the First Priority Claims or any First Priority Lien or guaranty thereof or any liability of the Obligors, or any liability incurred directly or indirectly in respect thereof
(including any increase in or extension of the First Priority Claims), without any restriction as to the amount, tenor or terms of any such increase or extension or otherwise amend, renew, exchange, extend, modify or supplement in any manner any
Liens held by the holders of First Priority Claims, the First Priority Claims or any of the First Priority Documents; 
 (iii)
sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral or any liability of any Obligor to the First Priority Secured Parties, or any liability incurred directly or
indirectly in respect thereof; 
 (iv) settle or compromise any First Priority Claim or any other liability of any Obligor or
any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sum by whomsoever paid and however realized to any liability (including the First Priority Claims) in any manner or order; and 

(v) exercise or delay in or refrain from exercising any right or remedy against any Obligor or any security or any other Person, elect
any remedy and otherwise deal freely with the Obligors and the Collateral and any security or any liability of any Obligor to the holders of First Priority Claims or any liability incurred directly or indirectly in respect thereof. 

(c) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second
Priority Secured Parties, also agrees, to the fullest extent permitted under applicable law, that no First Priority Secured Party shall have any liability to any of them, and each of them, to the fullest extent permitted under applicable law, hereby
waives any claim against any First Priority Secured Party, arising out of any action which such holders of First Priority Claims may take or permit or omit to take with respect to the foreclosure upon, or sale, liquidation or other disposition of,
the Collateral. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, agrees that none of the First Priority Collateral Agent, the First Priority
Administrative Agent or any other First Priority Secured Party shall have any duty to them, express or implied, fiduciary or otherwise, in respect of the maintenance or preservation of the Collateral, the First Priority Claims or otherwise.

 (d) Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the
other Second Priority Secured Parties, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisal, valuation or
other similar right that may otherwise be available under applicable law or any other similar right a junior secured creditor may have under applicable law. 

  
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 7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the
First Priority Secured Parties and the Second Priority Secured Parties hereunder shall remain in full force and effect irrespective of: 
 (a) any lack of validity or enforceability of any First Priority Document or Second Priority Document or any setting aside or avoidance of any First Priority Lien or Second Priority Lien; 

(b) any change in the time, manner or place of payment of, or in any other terms of, any First Priority Claim or Second Priority Claim,
or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the First Priority Documents or the Second Priority Documents; 

(c) any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification,
whether in writing or by course of conduct or otherwise, of any First Priority Claim or Second Priority Claim or any guarantee thereof; 
 (d) the commencement of any Insolvency Proceeding in respect of any Obligor; or 

(e) any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the
First Priority Claims or Second Priority Claims or of any First Priority Secured Party or Second Priority Secured Party in respect of this Agreement. 
 Section 8. Miscellaneous. 
 8.1 Conflicts. In the event of any
conflict between the provisions of this Agreement and the provisions of the First Priority Documents and the Second Priority Documents, the provisions of this Agreement shall govern and control. 

8.2 Continuing Nature of this Agreement. This Agreement shall continue to be effective until the Discharge of First Priority
Claims shall have occurred. This is a continuing agreement of lien priority. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, hereby
irrevocably, absolutely, and unconditionally waives any right it may have under applicable law to revoke this Agreement or any provisions hereof. 
 8.3 Amendments; Waivers. No amendment, modification or waiver of any provision of this Agreement shall be deemed to be made unless the same shall be in writing signed by the First Priority
Collateral Agent, the First Priority Administrative Agent, the Second Priority Collateral Agent and the Second Priority Administrative Agent and, subject to the final sentence of this Section 8.3, each Obligor and each waiver, if any,
shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. In the
event the Second Priority Liens shall be subject to (or are proposed to be subject to) an intercreditor agreement (other than this Agreement) with holders of any other Indebtedness or other obligations of the Borrower or any other Obligor, pursuant
to which the Second Priority Liens are (or shall be) junior in priority to, or pari passu in priority with, Liens securing such other Indebtedness or other obligations, then each of the First Priority Administrative Agent and


  
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the First Priority Collateral Agent agrees to cooperate with the Second Priority Administrative Agent and the Second Priority Collateral Agent in effecting (and are hereby authorized to effect)
such amendments or modifications to this Agreement as may be reasonably requested by the Second Priority Administrative Agent or the Second Priority Collateral Agent solely in order to eliminate any conflicting requirements between this Agreement
and such other intercreditor agreement, but, in each case only if such amendments or modifications are reasonably acceptable to the First Priority Administrative Agent and the First Priority Collateral Agent. Notwithstanding the foregoing, no
Obligor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected (which includes any amendment to such Obligor’s ability to
cause additional obligations to constitute First Priority Claims or Second Priority Claims as such Obligor may designate). 

8.4 Information Concerning Financial Condition of the Obligors and their Subsidiaries. 

(a) Each of the First Priority Secured Parties and the Second Priority Secured Parties, as separate groups of secured creditors, shall be
responsible for keeping themselves informed of (i) the financial condition of the Obligors and their Subsidiaries and all endorsers and/or guarantors of the First Priority Claims or the Second Priority Claims and (ii) all other
circumstances bearing upon the risk of nonpayment of the First Priority Claims or the Second Priority Claims. 
 (b) None of the
First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party shall have any duty to advise the Second Priority Collateral Agent, the Second Priority Administrative Agent or any other Second
Priority Secured Party of information known to it or them regarding such condition or any such circumstance or otherwise. In the event the First Priority Collateral Agent or the First Priority Administrative Agent or any other First Priority Secured
Party undertakes at any time or from time to time to provide any such information to any Second Priority Secured Party, it or they shall be under no obligation (i) to provide any additional information or to provide any such information on any
subsequent occasion, (ii) to undertake any investigation or (iii) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential. 

(c) None of the Second Priority Collateral Agent, the Second Priority Administrative Agent or any other Second Priority Secured Party
shall have any duty to advise the First Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party of information known to it or them regarding such condition or any such circumstance or otherwise.
In the event the Second Priority Collateral Agent or the Second Priority Administrative Agent or any other Second Priority Secured Party undertakes at any time or from time to time to provide any such information to any First Priority Secured Party,
it or they shall be under no obligation (i) to provide any additional information or to provide any such information on any subsequent occasion, (ii) to undertake any investigation or (iii) to disclose any information which, pursuant
to accepted or reasonable commercial finance practices, such party wishes to maintain confidential. 

  
 28 









 8.5 Certain Successors. Each successor First Priority Collateral Agent and Second
Priority Collateral Agent shall execute and deliver a counterpart of and become a party to this Agreement (but the failure to execute such counterpart shall not diminish such Person’s obligations under this Agreement). 

8.6 Application of Payments. All payments received by the holders of First Priority Claims may be applied, reversed and reapplied,
in whole or in part, to such part of the First Priority Claims as the holders of First Priority Claims, in their sole discretion, deem appropriate. Following the Discharge of First Priority Claims and until the Discharge of Second Priority Claims
has occurred, all payments received by the holders of Second Priority Claims may be applied, reversed and reapplied, in whole or in part, to such part of the Second Priority Claims as the holders of Second Priority Claims, as appropriate.

 8.7 Marshalling of Assets. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent,
on behalf of itself and the other Second Priority Secured Parties, hereby irrevocably, absolutely, and unconditionally waives any and all rights or powers any Second Priority Secured Party may have at any time under applicable law or otherwise to
have the Collateral, or any part thereof, marshaled upon any foreclosure or other enforcement of the First Priority Liens or the Second Priority Liens. 
 8.8 No Purchase Option in Favor of Second Priority Secured Parties. Without in any manner limiting the other provisions of this Agreement (including as to the enforcement of the rights, powers
and/or remedies of the First Priority Collateral Agent, the First Priority Administrative Agent or the other First Priority Secured Parties in and to the Collateral), nothing herein is intended to grant the Second Priority Secured Parties the option
to purchase the aggregate amount (or any other portion) of the outstanding First Priority Claims, whether at par or at any other price or under any other terms or conditions. 
 8.9 Notices. (a) All notices to the First Priority Secured Parties permitted or required under this Agreement may be sent to the First Priority Administrative Agent at UBS AG, Stamford Branch,
[677 Washington Boulevard, Stamford, Connecticut 06901, Attention of Banking Products Services (Fax No. (203) 719-3180), with a copy to the First Priority Collateral Agent at UBS AG, Stamford Branch, 677 Washington Boulevard, Stamford,
Connecticut 06901, Attention of Banking Products Services (Fax No. (203) 719-3180). All notices to the Second Priority Secured Parties permitted or required under this Agreement may be sent to the Second Priority Administrative Agent at
Credit Suisse AG, Eleven Madison Avenue, New York, New York 10010, Attention of Sean Portrait (Fax No. (212) 322-2291), with a copy to the Second Priority Collateral Agent at Credit Suisse AG, Eleven Madison Avenue, New York, New York
10010, Attention of Sean Portrait (Fax No. (212) 322-2291). All notices to the Obligors permitted or required under this Agreement may be sent to the Borrower at Travelport LLC, 300 Galleria Parkway, Atlanta, Georgia 30339, Attention of
Chief Legal Officer (Fax No. (770) 563-7878).]1
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission or other electronic means). All such written notices shall be mailed, faxed or delivered
to the applicable 
  

	1 	To be confirmed. 


  
 29 









 
address, facsimile number or electronic mail address as set forth above or, as to each party, at such other address as may be designated by such party in a written notice to all of the other
parties. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or
on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and
(D) if delivered by electronic mail, when delivered. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder. 
 8.10 Further Assurances. Each of the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, the Second Priority Administrative Agent, on behalf of
itself and the other Second Priority Secured Parties, and each Obligor, agrees that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as any other
party may reasonably request to effect the terms of this Agreement (including, in the case of the First Priority Administrative Agent and the Second Priority Administrative Agent, to direct the First Priority Collateral Agent and the Second Priority
Collateral Agent to do the same). Each of Holdings and the Borrower shall cause each of its Subsidiaries that becomes an Obligor to execute and deliver a counterpart of and become a party to this Agreement. 

8.11 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 8.12 Binding on Successors and Assigns; No Third Party Beneficiaries. This Agreement shall be binding upon and inure
to the benefit of the First Priority Collateral Agent, the First Priority Administrative Agent, the other First Priority Secured Parties (including to the benefit of any successors to the First Priority Secured Parties by virtue of any refinancing),
the Second Priority Collateral Agent, the Second Priority Administrative Agent, the other Second Priority Secured Parties (including to the benefit of any successors to the Second Priority Secured Parties by virtue of any refinancing), and their
respective successors and assigns. No other Person shall have or be entitled to assert rights or benefits hereunder. This Agreement shall be binding upon the Obligors and their successors and assigns; provided that no Obligor or any successor
or assign thereof shall be entitled to enforce any provision of this Agreement (other than any provision hereof expressly preserving any right of any Obligor under any First Priority Document or Second Priority Document). 

8.13 Specific Performance. Each of the First Priority Collateral Agent, the First Priority Administrative Agent, the Second
Priority Collateral Agent and the Second Priority Administrative Agent may demand specific performance of this Agreement. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other
Second Priority Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First
Priority Collateral Agent, the First Priority Administrative Agent or any other First Priority Secured Party (other than the defense that the obligation for which specific performance is being sought has been performed in accordance with this
Agreement). Without limiting the generality of the foregoing or of the 

  
 30 









 
other provisions of this Agreement, in seeking specific performance in any Insolvency Proceeding, the First Priority Collateral Agent and the First Priority Administrative Agent may seek such
relief as if it were the “holder” of the claims of the Second Priority Secured Parties under Section 1126(a) of the Bankruptcy Code or otherwise had been granted an irrevocable power of attorney by the Second Priority Secured Parties.

 8.14 Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of this Agreement. 
 8.15 Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile of an executed counterpart of a signature page to this Agreement shall be effective
as delivery of an original executed counterpart of this Agreement. 
 8.16 Authorization. By its signature, each Person
executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. 
 8.17 Effectiveness. This Agreement shall become effective when executed and delivered by the parties listed below. This Agreement shall be effective both before and after the commencement of any
Insolvency Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the First Priority Collateral Agent and the First Priority Administrative Agent, on behalf of itself and the other First Priority Secured Parties, and
each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself and the other Second Priority Secured Parties, irrevocably acknowledges that this Agreement constitutes a “subordination
agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. All references to any Obligor shall include any Obligor as debtor and debtor-in-possession and any receiver or trustee for such Obligor (as the
case may be) in any Insolvency Proceeding. 
 8.18 Provisions Solely to Define Relative Rights. The provisions of this
Agreement are and are intended solely for the purpose of defining the relative rights of the First Priority Secured Parties and the Second Priority Secured Parties as separate groups of secured creditors. Neither the Borrower nor any other Obligor
(including any Guarantor) or any other creditor thereof shall have any right hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Obligor, which are absolute and unconditional, to pay and
perform the First Priority Claims and the other obligations under the First Priority Documents and the Second Priority Claims and the other obligations under the Second Priority Documents, in each case, in accordance with their terms. Each provision
hereunder applicable to the First Priority Secured Parties and the Second Priority Secured Parties shall be applicable to, and binding upon them, solely in their respective capacities as such. 

8.19 Exclusive Means of Exercising Rights under this Agreement. The First Priority Secured Parties shall be deemed to have
irrevocably appointed the First Priority Administrative Agent as their exclusive agent hereunder. The Second Priority Secured Parties shall be deemed to have irrevocably appointed the Second Priority Administrative Agent as their exclusive agent


  
 31 









 
hereunder. Consistent with such appointment, (a) the First Priority Secured Parties further shall be deemed to have agreed that only the First Priority Administrative Agent (and not any
individual claimholder or group of claimholders) as agent for the First Priority Secured Parties, or any of the First Priority Administrative Agent’s agents (including the First Priority Collateral Agent), shall have the right on their behalf
to exercise any rights, powers, and/or remedies under or in connection with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement); provided that (i) First Priority Secured
Parties holding obligations in respect of hedging agreements may exercise customary netting rights with respect thereto, (ii) cash collateral may be held pursuant to the terms of the First Priority Documents (including any relating to hedging
agreements) and any such individual First Priority Secured Party may act against such cash collateral, and (iii) First Priority Secured Parties may exercise customary rights of setoff against depository or other accounts maintained with them;
and (b) the Second Priority Secured Parties further shall be deemed to have agreed that only the Second Priority Administrative Agent (and not any individual claimholder or group of claimholders), as the agent of the Second Priority Secured
Parties, or any of the Second Priority Administrative Agent’s agents (including the Second Priority Collateral Agent), shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in connection with this
Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement). Specifically, but without limiting the generality of the foregoing, each First Priority Secured Party or group of First Priority Secured
Parties and each Second Priority Secured Party or group of Second Priority Secured Parties shall not be entitled to take or file, but instead shall be precluded from taking or filing (whether in any Insolvency Proceeding or otherwise), any action,
judicial or otherwise, to enforce any right or power or pursue any remedy under this Agreement (including any declaratory judgment or other action to interpret or otherwise enforce the provisions of this Agreement), except solely as provided in the
proviso in the immediately preceding sentence. 
 8.20 Right of First Priority Collateral Agent to Continue. Any
Person serving as First Priority Collateral Agent shall be entitled to continue, including to continue to perform his, her or its rights, obligations and duties, as the First Priority Collateral Agent, notwithstanding whether any such Person has
served or is serving as the Second Priority Collateral Agent. Without limiting the generality of the preceding sentence of this Section 8.20, any Person serving as First Priority Collateral Agent shall be entitled to continue to so serve
in such capacity (including to continue to perform any of such First Priority Collateral Agent’s rights, obligations, and/or duties) even if any such Person has resigned as the Second Priority Collateral Agent, but such resignation has not
become effective for any reason, including because a successor Second Priority Collateral Agent has not been appointed or has accepted such appointment, without any liability to any of the Second Priority Secured Parties by virtue of any such
resignation and any of the circumstances relating in any manner whatsoever to such resignation. 
 8.21 Interpretation.
This Agreement is a product of negotiations among representatives of, and has been reviewed by counsel to, each of the First Priority Collateral Agent, the Second Priority Collateral Agent, the First Priority Administrative Agent, the Second
Priority Administrative Agent and each Obligor and is the product of those Persons on behalf of themselves and the First Priority Secured Parties (in the case of the First Priority Administrative Agent) and the Second Priority Secured Parties (in
the case of the Second Priority Administrative Agent). Accordingly, this Agreement’s provisions shall not be construed against, or in favor of, 

  
 32 









 
any party or other Person merely by virtue of the extent of that party or other Person’s involvement, or lack of involvement, in the preparation of this Agreement and of any of its specific
provisions. 
 8.22 FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS
AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED THERETO. 
 8.23 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS
AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.23 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 

8.24 No Contest. Each of the Second Priority Collateral Agent and the Second Priority Administrative Agent, on behalf of itself
and the other Second Priority Secured Parties, agrees that none of them shall contest, in an Insolvency Proceeding or otherwise, the enforceability of any provision of this Agreement. 

[Signature Pages Follow] 

  
 33 









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

			
	UBS AG, STAMFORD BRANCH, as First Priority Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
	
	UBS AG, STAMFORD BRANCH, as First Priority Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:


 [Additional Signature Pages Follow] 







 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Second Priority Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Second Priority Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 [Additional
Signature Page Follows] 








 
			
	Obligors:
	
	TRAVELPORT LLC, as the Borrower
		
	By:	 	  

		 	Name:
		 	Title:
	
	TRAVELPORT LIMITED, as Holdings
		
	By:	 	  

		 	Name:
		 	Title:
	
	WALTONVILLE LIMITED
		
	By:	 	  

		 	Name:
		 	Title:
	
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
		
	By:	 	  

		 	Name:
		 	Title:
	
	[EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO]
		
	By:	 	  

		 	Name:
		 	Title:









 EXHIBIT I 

 
  
 PARI PASSU SECOND LIEN INTERCREDITOR AGREEMENT 
 dated as of 

April [    ], 2013 
 among 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as the 2016 Notes Collateral Agent, 
 CREDIT SUISSE AG, 
 as the Term Loan Collateral Agent, 

each Additional Collateral Agent from time to time party hereto, 
 TRAVELPORT LLC, 
 as the Company, 

TRAVELPORT LIMITED, 
 as Holdings, 
 WALTONVILLE LIMITED, 

as Intermediate Parent, 
 TDS INVESTOR (LUXEMBOURG) S.À R.L., 
 as TDS Intermediate Parent, 

and 
 CERTAIN
SUBSIDIARIES OF HOLDINGS IDENTIFIED HEREIN 
  
  

  
  








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE I DEFINITIONS
	  	 	1	 
	 SECTION 1.01
	 	Construction; Certain Defined Terms	  	 	1	 
	ARTICLE II PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL	  	 	8	 
	 SECTION 2.01
	 	Priority of Claims	  	 	8	 
	 SECTION 2.02
	 	Actions with Respect to Shared Collateral; Prohibition on Contesting Liens	  	 	9	 
	 SECTION 2.03
	 	No Interference; Payment Over	  	 	10	 
	 SECTION 2.04
	 	Automatic Release of Liens Upon Enforcement	  	 	10	 
	 SECTION 2.05
	 	Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings	  	 	11	 
	 SECTION 2.06
	 	Reinstatement	  	 	13	 
	 SECTION 2.07
	 	Insurance	  	 	13	 
	 SECTION 2.08
	 	Refinancings	  	 	13	 
	 SECTION 2.09
	 	Possessory Collateral Agent as Gratuitous Bailee for Perfection	  	 	13	 
	ARTICLE III EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS	  	 	14	 
	ARTICLE IV THE APPLICABLE COLLATERAL AGENT	  	 	14	 
	 SECTION 4.01
	 	Appointment and Authority	  	 	14	 
	 SECTION 4.02
	 	Rights as a Secured Party	  	 	15	 
	 SECTION 4.03
	 	Exculpatory Provisions	  	 	15	 
	 SECTION 4.04
	 	Reliance by Collateral Agents	  	 	17	 
	 SECTION 4.05
	 	Delegation of Duties	  	 	17	 
	 SECTION 4.06
	 	Non-Reliance on Collateral Agent and other Secured Parties	  	 	18	 
	 SECTION 4.07
	 	Indemnity	  	 	18	 
	ARTICLE V MISCELLANEOUS	  	 	19	 
	 SECTION 5.01
	 	Notices	  	 	19	 
	 SECTION 5.02
	 	Waivers; Amendment; Joinder Agreements	  	 	19	 
	 SECTION 5.03
	 	Parties in Interest	  	 	20	 
	 SECTION 5.04
	 	Survival of Agreement	  	 	20	 
	 SECTION 5.05
	 	Counterparts	  	 	20	 
	 SECTION 5.06
	 	Severability	  	 	20	 
	 SECTION 5.07
	 	Governing Law	  	 	20	 
	 SECTION 5.08
	 	Submission to Jurisdiction; Waivers	  	 	20	 
	 SECTION 5.09
	 	WAIVER OF JURY TRIAL	  	 	21	 
	 SECTION 5.10
	 	Headings	  	 	21	 
	 SECTION 5.11
	 	Conflicts	  	 	21	 
	 SECTION 5.12
	 	Provisions Solely to Define Relative Rights	  	 	21	 
	 SECTION 5.13
	 	Integration	  	 	21	 
	 SECTION 5.14
	 	Collateral Agents	  	 	22	 
	 SECTION 5.15
	 	Obligations of the Obligors	  	 	22	 
	ARTICLE VI ADDITIONAL SECOND LIEN OBLIGATIONS	  	 	22	 


  
 -i-

  








 This PARI PASSU SECOND LIEN INTERCREDITOR AGREEMENT (as amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”) is dated as of April [     ], 2013, among WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the 2016 Notes Secured Parties (in
such capacity and together with its successors in such capacity, the “2016 Notes Collateral Agent”), CREDIT SUISSE AG, as collateral agent for the Term Loan Secured Parties (in such capacity and together with its successors
in such capacity, the “Term Loan Collateral Agent”), each Additional Collateral Agent from time to time party hereto for the Additional Second Lien Secured Parties of the Series with respect to which it is acting in such
capacity, TRAVELPORT LIMITED, a Bermuda company (“Holdings”), TRAVELPORT LLC, a Delaware corporation (the “Company”), and the other undersigned Obligors (as hereinafter defined). Capitalized terms used
herein but not defined in this introductory paragraph have the meanings set forth in Section 1.01 below. 
 In
consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the 2016 Notes Collateral Agent (for itself and on behalf of the 2016 Notes Secured
Parties), the Term Loan Collateral Agent (for itself and on behalf of the Term Loan Secured Parties) and each Additional Collateral Agent (for itself and on behalf of the Second Lien Secured Parties of the applicable Series) agree as follows:

 ARTICLE I 
 Definitions 
 SECTION 1.01 Construction; Certain Defined
Terms. 
 (a) 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, (i) any definition of or reference to any agreement,
instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the Subsidiaries of such Person unless express reference is made to such Subsidiaries, (iii) 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, (iv) all references herein to Articles,
Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, 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 and (vi) the term “or” is not exclusive. 

(b) It is the intention of the Second Lien Secured Parties of each Series that the holders of the Second Lien Obligations of such
Series (and not the Second Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Lien Obligations of such Series are unenforceable under
applicable law or are subordinated to any other obligations (other than another Series of Second Lien Obligations), (y) any of the Second Lien Obligations of such Series does not have an enforceable security interest in any of the
Collateral securing any other Series of Second Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Lien Obligations and, without limiting the


  
  








 
foregoing, after taking into account the effect of any applicable intercreditor agreements) on a basis ranking prior to the security interest of such Series of Second Lien Obligations but
junior to the security interest of any other Series of Second Lien Obligations or (ii) the existence of any Collateral for any other Series of Second Lien Obligations that is not Shared Collateral (any such condition referred to in
the foregoing clauses (i) or (ii) with respect to any Series of Second Lien Obligations, an “Impairment” of such Series). In the event of any Impairment with respect to any Series of Second Lien
Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Lien Obligations, and the rights of the holders of such Series of Second Lien Obligations (including the right to receive
distributions in respect of such Series of Second Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the
Series of such Second Lien Obligations subject to such Impairment. Additionally, in the event the Second Lien Obligations of any Series are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy
Code), any reference to such Second Lien Obligations or the Secured Credit Documents governing such Second Lien Obligations shall refer to such obligations or such documents as so modified. 

(c) As used in this Agreement, the following terms have the meanings specified below: 

“2016 Notes” means the Series B Second Priority Secured Notes due 2016 of the Company issued pursuant to the 2016
Notes Indenture, as amended, restated, supplemented or otherwise modified from time to time. 
 “2016 Notes
Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement. 

“2016 Notes Documents” means the 2016 Notes Indenture, the 2016 Notes issued thereunder, the 2016 Notes Security
Agreement and any security documents and other operative documents evidencing or governing the indebtedness thereunder, and the liens securing such indebtedness, including any agreement entered into for the purpose of securing the 2016 Notes
Obligations. 
 “2016 Notes Indenture” means that certain Indenture dated as of November 30, 2011,
among the Company, as issuer, the other Grantors identified therein, as guarantors, and Wells Fargo Bank, National Association, as trustee and as the 2016 Notes Collateral Agent, as amended, restated, supplemented or otherwise modified from time to
time. 
 “2016 Notes Obligations” means all Obligations in respect of the 2016 Notes or arising under
the 2016 Note Documents or any of them, including all fees and expenses of the 2016 Notes Collateral Agent thereunder. 

“2016 Notes Secured Parties” means the 2016 Notes Collateral Agent and the other holders of the 2016 Notes
Obligations. 
 “2016 Notes Security Agreement” means the Second Lien Security Agreement, dated as of
September 30, 2011, as amended by Amendment No. 1, dated as of May 7, 2012, among the Grantors identified therein and the 2016 Notes Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.

 “Additional Collateral Agent” has the meaning assigned to such term in Article VI. 

“Additional Second Lien Credit Documents” means the indentures or other agreements under which Additional Second
Lien Obligations of any Series are issued or incurred and all other notes, instruments, agreements and other documents evidencing or governing Additional Second Lien Obligations of such Series or providing any guarantee, Lien or other right in
respect thereof. 

  
 2 

 








 “Additional Second Lien Obligations” means all Obligations of the
Company and the other Grantors that shall have been designated as such pursuant to Article VI. 
 “Additional Second
Lien Secured Parties” means the holders of any Additional Second Lien Obligations and any agents or trustees for such holders. 
 “Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement. 
 “Applicable Collateral Agent” means (i) until the earlier of (x) the Discharge of Term Loan Obligations and (y) the Non-Controlling Collateral Agent Enforcement
Date, the Term Loan Collateral Agent and (ii) from and after the earlier of (x) the Discharge of Term Loan Obligations and (y) the Non-Controlling Collateral Agent Enforcement Date, the Major Non-Controlling Collateral Agent.

 “Bankruptcy Case” has the meaning assigned to such term in Section 2.05(b). 

“Bankruptcy Code” means Title 11 of the United States Code, as amended. 

“Capital Stock” means, (i) in the case of a corporation, corporate stock or shares; (ii) in the case of
an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

“Collateral” means all assets and properties subject to Liens created pursuant to any Second Lien Credit Document
to secure one or more Series of Second Lien Obligations. 
 “Collateral Agent” means (i) in
the case of any Term Loan Obligations or the Term Loan Secured Parties, the Term Loan Collateral Agent, (ii) in the case of the 2016 Notes Obligations or the 2016 Notes Secured Parties, the 2016 Notes Collateral Agent and (iii) in the case
of any Series of Additional Second Lien Obligations or Additional Second Lien Secured Parties that become subject to this Agreement after the date hereof, the Additional Collateral Agent for such Series. 

“Company” has the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Conforming Plan of Reorganization” means any Plan of Reorganization whose provisions are consistent with the
provisions of this Agreement. 
 “Controlling Secured Parties” means, at any time with respect to any
Shared Collateral, the Series of Second Lien Secured Parties whose Collateral Agent is the Applicable Collateral Agent for such Shared Collateral at such time. 
 “Credit Suisse” has the meaning assigned to such term in Section 5.14. 
 “DIP Financing” has the meaning assigned to such term in Section 2.05(b). 

  
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 “DIP Financing Liens” has the meaning assigned to such term in
Section 2.05(b). 
 “DIP Lenders” has the meaning assigned to such term in Section 2.05(b).

 “Discharge” means, with respect to any Shared Collateral and any Series of Second Lien
Obligations, the date on which such Series of Second Lien Obligations is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning. 

“Discharge of Term Loan Obligations” means, with respect to any Shared Collateral, the Discharge of the Term Loan
Obligations with respect to such Shared Collateral; provided that the Discharge of Term Loan Obligations shall not be deemed to have occurred in connection with a Refinancing of such Term Loan Obligations with additional Second Lien
Obligations secured by such Shared Collateral under an Other Second Lien Agreement which has been designated in writing by the Administrative Agent (under the Term Loan Agreement so Refinanced) to each other Collateral Agent as the “Term Loan
Agreement” for purposes of this Agreement. 
 “Event of Default” means an “Event of
Default” (or similarly defined term) as defined in any Second Lien Credit Document. 
 “Grantors”
means the Company, Holdings and each Subsidiary of Holdings that has granted a security interest pursuant to any Second Lien Credit Document to secure any Series of Second Lien Obligations. 

“Holdings” means Travelport Limited, a company incorporated under the laws of Bermuda. 

“Impairment” has the meaning assigned to such term in Section 1.01(b). 

“Insolvency or Liquidation Proceeding” means: (a) any voluntary or involuntary case or proceeding under the
Bankruptcy Code with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding or private or
judicial foreclosure with respect to any Grantor or with respect to all or any material part of its assets (other than any liquidation, dissolution, reorganization, winding up or similar organizational change of any Subsidiary of Holdings permitted
by the Secured Credit Documents), (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (other than any liquidation, dissolution,
reorganization or winding up of any Subsidiary of Holdings permitted by the Secured Credit Documents) or (d) any material assignment for the benefit of creditors or any other marshalling of all or any material part of the assets and liabilities
of any Grantor. 
 “Intervening Creditor” has the meaning assigned to such term in Section 2.01(a).

 “Joinder Agreement” means each document, substantially in the form of Exhibit A hereto, required
to be delivered by an Additional Collateral Agent pursuant to Article VI of this Agreement in order to create a Series of Additional Second Lien Obligations or a Refinancing of any Series of Second Lien Obligations and to add Additional Second Lien
Secured Parties hereunder. 
 “Lien” means any mortgage, pledge, security interest, hypothecation,
assignment, lien (statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof). 

  
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 “Major Non-Controlling Collateral Agent” means, at any time with
respect to any Shared Collateral, the Collateral Agent of the Series of Other Second Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Other Second Lien Obligations with respect to such
Shared Collateral at such time. 
 “New York UCC” means the Uniform Commercial Code as from time to time
in effect in the State of New York. 
 “Non-Conforming Plan of Reorganization” any Plan of
Reorganization whose provisions are inconsistent with or in contravention of the provisions of this Agreement, including any plan of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise) or otherwise
disregard, in whole or part, the provisions of Sections 2.01, 2.02 and 2.05 hereof. 
 “Non-Controlling Collateral
Agent” means, at any time with respect to any Shared Collateral, any Collateral Agent that is not the Applicable Collateral Agent at such time with respect to such Shared Collateral. 

“Non-Controlling Collateral Agent Enforcement Date” means, with respect to any Non-Controlling Collateral Agent,
the date which is 360 days (throughout which 360 day period such Non-Controlling Collateral Agent was the Major Non-Controlling Collateral Agent) after the occurrence of both (i) an Event of Default (under and as defined in any Other Second
Lien Credit Documents under which such Non-Controlling Collateral Agent is the Collateral Agent) and (ii) each other Collateral Agent’s receipt of written notice from such Non-Controlling Collateral Agent certifying that (x) such
Non-Controlling Collateral Agent is the Major Non-Controlling Collateral Agent and that an Event of Default (under and as defined in any Other Second Lien Credit Document under which such Non-Controlling Collateral Agent is the Collateral Agent) has
occurred and is continuing and (y) the Second Lien Obligations of the Series with respect to which such Non-Controlling Collateral Agent is the Collateral Agent are currently due and payable in full (whether as a result of acceleration
thereof or otherwise) in accordance with the terms of the applicable Other Second Lien Credit Documents; provided that the Non-Controlling Collateral Agent Enforcement Date shall be stayed and shall not occur and shall be deemed not to have
occurred with respect to any Shared Collateral (1) at any time the Applicable Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any time the Grantor that has
granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. 
 “Non-Controlling Secured Parties” means, at any time with respect to any Shared Collateral, the Second Lien Secured Parties which are not Controlling Secured Parties with respect
to such Shared Collateral at such time. 
 “Obligations” means with respect to any indebtedness, all
obligations (whether absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium,
interest, penalties, fees, indemnification, reimbursement and other amounts payable and liabilities with respect to such indebtedness, including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization
or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or
proceeding. 

  
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 “Obligors” means Holdings, the Company and each of their
Subsidiaries that is obligated under any 2016 Note Document or Second Lien Credit Document. 
 “Other Second Lien
Credit Documents” means each of (i) the 2016 Notes Documents and (ii) the Additional Second Lien Credit Documents. 
 “Other Second Lien Obligations” means (i) the 2016 Notes Obligations and (ii) each Series of Additional Second Lien Obligations. 

“Other Second Lien Secured Party” means (i) the 2016 Notes Secured Parties and (ii) the Additional
Second Lien Secured Parties with respect to each Series of Additional Second Lien Obligations. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with
any Insolvency or Liquidation Proceeding. 
 “Possessory Collateral” means any Shared Collateral in the
possession or control of any Collateral Agent (or its agents or bailees), to the extent that possession or control thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes any
Certificated Securities, Promissory Notes, Instruments, and Chattel Paper. All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meaning assigned to them in the New York UCC. 

“Proceeds” has the meaning assigned to such term in Section 2.01(a). 

“Refinance” means, in respect of any indebtedness, to amend, restate, supplement, waive, replace (whether or not
upon termination, and whether with the original parties or otherwise), restructure, repay, refund, refinance or otherwise modify from time to time (including by means of any agreement or indenture extending the maturity thereof, refinancing,
replacing or otherwise restructuring all or any portion of the obligations under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount
loaned or issued thereunder or altering the maturity thereof). “Refinanced” and “Refinancing” shall have correlative meanings. 
 “Second Lien Credit Documents” means (i) the Term Loan Documents and (ii) the Other Second Lien Credit Documents. 

“Second Lien Obligations” means, collectively, (i) the Term Loan Obligations and (ii) each
Series of Other Second Lien Obligations. 
 “Second Lien Secured Parties” means (i) the Term
Loan Secured Parties and (ii) the Other Second Lien Secured Parties with respect to each Series of Other Second Lien Obligations. 
 “Series” means (a) with respect to the Second Lien Secured Parties, each of (i) the Term Loan Secured Parties (in their capacities as such), (ii) the 2016 Notes
Secured Parties (in their capacity as such) and (iii) the Additional Second Lien Secured Parties that become subject to this Agreement after the date 

  
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hereof that are represented by an Additional Collateral Agent (in its capacity as such for such Additional Second Lien Secured Parties) and (b) with respect to any Second Lien Obligations,
each of (i) the Term Loan Obligations, (ii) the 2016 Notes Obligations and (iii) the Additional Second Lien Obligations incurred pursuant to any Additional Second Lien Credit Document, which pursuant to any Joinder Agreement, are to
be represented hereunder by an Additional Collateral Agent (in its capacity as such for such Additional Second Lien Obligations). 
 “Shared Collateral” means, at any time, Collateral in which the holders of two or more Series of Second Lien Obligations (or the applicable Collateral Agent on behalf of such
holders) hold a valid and perfected security interest or Lien at such time. If more than two Series of Second Lien Obligations are outstanding at any time and the holders of less than all Series of Second Lien Obligations hold a valid and
perfected security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of Second Lien Obligations that hold a valid and perfected security interest or Lien in such Collateral
at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest or Lien in such Collateral at such time. 

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity
(other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or
limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such
Person is a controlling general partner or otherwise controls such entity. 
 “Term Loan Collateral
Agent” has the meaning assigned to such term in the preamble to this Agreement. 
 “Term Loan
Agreement” means that certain Second Lien Credit Agreement, dated as of March 11, 2013, among the Company, as borrower, certain of the Grantors identified therein, as guarantors, the lending institutions from time to time party
thereto as lenders and Credit Suisse AG, as the administrative agent and as the Term Loan Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time. 

“Term Loan Documents” means the Term Loan Agreement, the Term Loan Security Agreement and any security documents
and other operative documents evidencing or governing the indebtedness thereunder, and the liens securing such indebtedness, including any agreement entered into for the purpose of securing the Term Loan Obligations. 

“Term Loan Obligations” means all Obligations arising under the Term Loan Documents or any of them, including all
fees and expenses of the Term Loan Collateral Agent thereunder. 
 “Term Loan Secured Parties” means the
Term Loan Collateral Agent and the other holders of the Term Loan Obligations. 

  
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 “Term Loan Security Agreement” means the Second Lien Security
Agreement, dated as of April [    ], 2013, among the Grantors identified therein and the Term Loan Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time. 

ARTICLE II 

Priorities and Agreements with Respect to Shared Collateral 

SECTION 2.01 Priority of Claims. 
 (a) Anything contained herein or in any of the Second Lien Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing,
and the Applicable Collateral Agent is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor, or any Second Lien Secured Party
receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any Second Lien Secured Party
(or received by the Applicable Collateral Agent or any Second Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral) and proceeds of any such distribution (subject, in the case of any such
distribution, to the sentence immediately following) to which the Second Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Collateral and all
proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the order specified below: 

FIRST, to the payment of all amounts owing to each Collateral Agent including all fees owed to them in connection with such
collection or sale or otherwise in connection with this Agreement, any Second Lien Credit Document or any of the Second Lien Obligations and all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances
made by the Collateral Agents hereunder or under any other Second Lien Credit Document and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Second Lien Credit Document;

 SECOND, to the payment in full of the Second Lien Obligations (the amounts so applied to be distributed among the
Second Lien Secured Parties pro rata in accordance with the respective amounts of the Second Lien Obligations owed to them on the date of any such distribution); and 
 THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a Second Lien Secured Party and, without limiting the foregoing, after taking into account the
effect of any applicable intercreditor agreements) has a lien or security interest that is junior in priority to the security interest of any Series of Second Lien Obligations but senior (as determined by appropriate legal proceedings in the
case of any dispute) to the security interest of any other Series of Second Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such
Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of Second Lien Obligations with respect to which such Impairment exists. 

  
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 (b) It is acknowledged that the Second Lien Obligations of any Series may, subject to
the limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without
affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the Second Lien Secured Parties of any Series. 

(c) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of
Second Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any other circumstance whatsoever (but, in
each case, subject to Section 1.01(b)), each Second Lien Secured Party hereby agrees that the Liens securing each Series of Second Lien Obligations on any Shared Collateral shall be of equal priority. 

SECTION 2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. 

(a) With respect to any Shared Collateral, (i) notwithstanding Section 2.01, only the Applicable Collateral Agent shall act or
refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral). No Non-Controlling Collateral Agent shall, and no Non-Controlling Secured Party shall instruct
any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any
right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, Shared Collateral (including with respect to any intercreditor
agreement with respect to Shared Collateral), whether under any Second Lien Credit Document, applicable law or otherwise, it being agreed that only the Applicable Collateral Agent, acting in accordance with the Second Lien Credit Documents of the
Controlling Secured Parties (including, without limitation, acting at the direction of the requisite Controlling Secured Parties in accordance with the applicable Second Lien Credit Documents), shall be entitled to take any such actions or exercise
any remedies with respect to Shared Collateral at such time. 
 (b) Notwithstanding the equal priority of the Liens, the
Applicable Collateral Agent may deal with the Shared Collateral as if such Applicable Collateral Agent had a senior and exclusive Lien on such Collateral. No Non-Controlling Collateral Agent or Non-Controlling Secured Party will contest, protest or
object to any foreclosure proceeding or action brought by the Applicable Collateral Agent or the Controlling Secured Parties or any other exercise by the Applicable Collateral Agent or the Controlling Secured Parties of any rights and remedies
relating to the Shared Collateral, or to cause the Applicable Collateral Agent to do so. 
 (c) The Applicable Collateral Agent
shall have the exclusive right on behalf of all Second Lien Secured Parties in any Insolvency or Liquidation Proceeding to credit bid for the Shared Collateral using all or a pro rata portion of the Second Lien Obligations as consideration so long
as the equity and/or assets distributed to the Second Lien Secured Parties as a result of any such successful credit bid are distributed on pro rata basis. In any Insolvency or Liquidation Proceeding or other transaction involving the sale or other
disposition of Shared Collateral, except as provided in the immediately preceding sentence, no Second Lien Secured Party may credit bid for Shared Collateral. 
 (d) The foregoing shall not be construed to limit the rights and priorities of any Second Lien Secured Party, or any Collateral Agent with respect to any Collateral not constituting Shared Collateral.


  
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 SECTION 2.03 No Interference; Payment Over. 

(a) Each Second Lien Secured Party agrees that (i) it will not (and hereby waives any right to) challenge or question in any
proceeding the validity or enforceability of any Second Lien Obligations of any Series or any Second Lien Credit Document or the validity, attachment, perfection or priority of any Lien under any Second Lien Credit Document or the validity or
enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Second Lien Secured Party from
challenging or questioning the validity or enforceability of any Second Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will
not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by
the Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Applicable Collateral Agent or any other Second Lien Secured Party to exercise any right, remedy or power with respect
to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Applicable Collateral Agent or any other Second Lien Secured Party of any right, remedy or power with respect to any Shared
Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Collateral Agent or any other Second Lien Secured Party seeking damages from or other relief by
way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of any Collateral Agent or any other Second Lien Secured Party shall be liable for any action taken or omitted to be taken by such Collateral
Agent or other Second Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled
upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided
that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Applicable Collateral Agent or any other Second Lien Secured Party to enforce this Agreement. 

(b) Each Second Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any
proceeds or payment in respect of any Shared Collateral, pursuant to any Second Lien Credit Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise
of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the Second Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other Second Lien Secured
Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Applicable Collateral Agent, to be distributed by the Applicable Collateral Agent in accordance with the provisions of Section 2.01(a).

 SECTION 2.04 Automatic Release of Liens Upon Enforcement. 

(a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any
enforcement by the Applicable Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Applicable Collateral Agent for the
benefit of each Series of Second Lien Secured Parties upon such Shared Collateral will automatically be released and discharged 

  
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upon final conclusion of a foreclosure proceeding as and when, but only to the extent, such Liens of the Applicable Collateral Agent on such Shared Collateral are released and discharged;
provided that any proceeds of any Shared Collateral realized therefrom shall remain subject to the Liens in favor of the Second Lien Secured Parties and shall be applied pursuant to Section 2.01. 

(b) If, in connection with any sale, lease, exchange, transfer or other disposition of any Shared Collateral permitted under the terms of
the Second Lien Credit Documents in effect on the date hereof, the Applicable Collateral Agent, on behalf of itself and the other Controlling Secured Parties, releases any of its Liens on any part of the Shared Collateral, the Lien of the
Non-Controlling Secured Parties or the Non-Controlling Agents for the benefit of the Non-Controlling Secured Parties on such Shared Collateral (but not on any proceeds of such Shared Collateral) shall be automatically and unconditionally released
with no further consent or action of any Person. 
 (c) Each Collateral Agent agrees to execute and deliver (at the sole cost
and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Collateral Agent to evidence and confirm any release of Shared Collateral provided for in this Section. Each
Non-Controlling Agent, on behalf of itself and the other Non-Controlling Secured Parties it represents, hereby irrevocably constitutes and appoints the Applicable Collateral Agent and any officer or agent of the Applicable Collateral Agent, with
full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Person or in the Applicable Collateral Agent’s own name, from time to time in the Applicable Collateral
Agent’s discretion, for the purpose of carrying out the terms of this Section, to take any and all appropriate action and to execute any and all releases, documents and instruments which may be necessary to accomplish the purposes of this
Section, including any financing statements, mortgage releases, intellectual property releases, endorsements or other instruments of transfer or release. 
 SECTION 2.05 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings. 
 (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency,
receivership or similar law by or against Holdings or any of its Subsidiaries. 
 (b) If any Grantor shall become subject to a
case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP
Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each Second Lien Secured Party agrees that it will raise no objection to any such financing or to the
Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Applicable Collateral Agent shall then oppose or object to such DIP
Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Secured Party
will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Second Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto,
and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the Second Lien Obligations of the Controlling Secured Parties, each Secured Party will confirm the
priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Second Lien Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders,
including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-vis all the other Second Lien Secured Parties (other than any Liens of the Second Lien


  
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Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the Second Lien Secured Parties of each Series are granted Liens on
any additional collateral pledged to any Second Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-a-vis the Second Lien Secured Parties as set forth
in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Second Lien Obligations, such amount is applied pursuant to Section 2.01(a), and (D) if any Second Lien Secured Parties are
granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01(a); provided that the
Second Lien Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the Second Lien Secured Parties of such Series or its Collateral
Agent that shall not constitute Shared Collateral; and provided, further, that the Second Lien Secured Parties receiving adequate protection shall not object to any other Second Lien Secured Party receiving adequate protection comparable to
any adequate protection granted to such Second Lien Secured Parties in connection with a DIP Financing or use of cash collateral. As between the Term Loan Secured Parties, nothing in this Section 2.05(b) is intended to, or shall, supersede or
modify the rights and obligations of the Term Loan Secured Parties set forth in Section 10.25(f) of the Term Loan Agreement. 
 (c) In any Insolvency or Liquidation Proceeding, none of the Non-Controlling Secured Parties or Non-Controlling Collateral Agents shall be entitled to oppose (or shall oppose) (i) any sale or
disposition of any assets of any of the Grantors or (ii) any procedure governing the sale or disposition of any assets of any of the Grantors, in each case that is supported by the Applicable Collateral Agent, and the Non-Controlling Secured
Parties and the Non-Controlling Collateral Agents will be deemed to have consented under Section 363 of the Bankruptcy Code to any sale, and any procedure for sale (and in each case any motion in support hereof), supported by the Applicable
Collateral Agent and to have released (and to have consented to the release of) their Liens in such assets so long as and to the extent that (A) the Controlling Secured Parties shall have likewise released their Liens and (B) the Liens of
the Second Lien Secured Parties shall attach to the proceeds of any Collateral sold or disposed of in the priorities set forth herein. For the avoidance of doubt, and without limitation of the generality of the foregoing, in any Insolvency or
Liquidation Proceeding, the Non-Controlling Secured Parties irrevocably waive any right to object to any sale, or any procedure for sale, or any motion for sale or for bid procedures regarding the sale, of any Shared Collateral under
Section 363 of the Bankruptcy Code on the grounds of inadequate time for marketing of such asset, inopportune time for sale of such asset (based on market conditions or otherwise), inadequate purchase price/value to be received for such asset,
or any expense reimbursement, break-up fee or other condition or covenant contained in any stalking horse bid for such asset. 

(d) Nothing contained herein shall prohibit or in any way limit the Applicable Collateral Agent, or any Controlling Secured Party from
objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Non-Controlling Secured Party or Non-Controlling Collateral Agent, including the seeking by any Non-Controlling Secured Party of adequate protection or the
asserting by any Non-Controlling Secured Party or Non-Controlling Collateral Agent of any of its rights and remedies under the Second Lien Credit Documents or otherwise. 
 (e) No Non-Controlling Secured Party shall oppose or seek to challenge any claim by the Applicable Collateral Agent or any Controlling Secured Party for allowance or payment in any Insolvency or
Liquidation Proceeding of claims consisting of post-petition interest, fees or expenses to the extent of the value of any Lien on the Collateral. 

  
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 (f) Each Series of Second Lien Secured Parties, in each case in such capacity, shall be
entitled to vote to accept or reject any Plan of Reorganization in connection with any Insolvency or Liquidation Proceeding so long as such Plan of Reorganization is a Conforming Plan of Reorganization and shall be entitled to vote to reject any
such Plan of Reorganization that is a Non-Conforming Plan of Reorganization; provided that each Non-Controlling Agent, on behalf of itself and the other Non-Controlling Secured Parties it represents, agrees that none of the Non-Controlling
Secured Parties it represents, in such capacity, shall be entitled to take any action or vote in any way that supports any Non-Conforming Plan of Reorganization or to object to a Plan of Reorganization to which the requisite Controlling Secured
Parties have consented on the grounds that any sale of Collateral thereunder or pursuant thereto is for inadequate consideration, or that the sale process in respect thereof was inadequate. Without limiting the generality of the foregoing or of the
other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization by any Non-Controlling Secured Party, in such capacity, shall be inconsistent with and
accordingly, a violation of the terms of this Agreement, and the Applicable Collateral Agent shall be entitled (and hereby authorized by the Non-Controlling Secured Parties) to have any such vote to accept a Non-Conforming Plan of Reorganization
changed and any such support of any such Non-Conforming Plan of Reorganization withdrawn. 
 (g) None of the Non-Controlling
Collateral Agents or Non-Controlling Secured Parties will sponsor, fund or otherwise facilitate, or support or vote in favor of in an Insolvency or Liquidation Proceeding, any Plan of Reorganization that does not contemplate the payment in full, in
cash of the Second Lien Obligations upon the effective date of such Plan of Reorganization unless the Applicable Collateral Agent shall have otherwise consented. 
 SECTION 2.06 Reinstatement. In the event that any of the Second Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including
an order or judgment for disgorgement of a preference under Title 11 of the United Stated Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this
Article II shall be fully applicable thereto until all such Second Lien Obligations shall again have been paid in full in cash. 
 SECTION 2.07 Insurance. As between the Second Lien Secured Parties, the Applicable Collateral Agent shall have the right to adjust or settle any insurance policy or claim covering or
constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. 
 SECTION 2.08 Refinancings. Subject to Section 2.10, the Second Lien Obligations of any Series may be Refinanced, in whole or in part, in each case, without notice to, or the
consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Second Lien Credit Document) of any Second Lien Secured Party of any other Series, all without affecting the priorities provided for herein
or the other provisions hereof; provided that the Collateral Agent of the holders of any such Refinancing indebtedness (if not already a party hereto in such capacity) shall have executed a Joinder Agreement on behalf of the holders of such
Refinancing indebtedness. 
 SECTION 2.09 Possessory Collateral Agent as Gratuitous Bailee for Perfection.

 (a) Each Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its
possession or control, as gratuitous bailee for the benefit of each other Second Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the
applicable Second Lien Credit Documents, in each case, subject to the terms and conditions of this Section 2.09. 
 (b) The
duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other Second Lien Secured Party
for purposes of perfecting the Lien held by such Second Lien Secured Parties therein. 

  
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 ARTICLE III 
 Existence and Amounts of Liens and Obligations 
 Whenever the Applicable
Collateral Agent shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Second Lien Obligations of any Series, or the Shared Collateral subject to
any Lien securing the Second Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Collateral Agent and shall be entitled to make such determination on the basis of the information so
furnished; provided, however, that if a Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Applicable Collateral Agent shall be entitled to make any such determination or not make
any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. The Applicable Collateral Agent may rely conclusively, and shall be fully protected in so
relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any Second Lien Secured Party or any
other person as a result of such determination. 
 ARTICLE IV 

The Applicable Collateral Agent 
 SECTION 4.01 Appointment and Authority. 
 (a) Notwithstanding any
other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on any Applicable Collateral Agent to any Non-Controlling Secured Party or give any Non-Controlling Secured Party the right to direct any
Applicable Collateral Agent, except that each Applicable Collateral Agent shall be obligated to distribute proceeds of any Shared Collateral in accordance with Section 2.01. 

(b) Each Non-Controlling Secured Party acknowledges and agrees that the Applicable Collateral Agent shall be entitled, for the benefit of
the Second Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the Second Lien Credit Documents, without regard to any rights to which the Non-Controlling Secured Parties would
otherwise be entitled as a result of the Second Lien Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Applicable Collateral Agent or any other Second
Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the Second Lien Obligations), or to sell, dispose of or otherwise liquidate all or any
portion of such Shared Collateral (or any other Collateral securing any Second Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization,
sale, disposition or liquidation may affect the amount of proceeds actually received by the 

  
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Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the Second Lien Secured Parties waives any claim it may now or hereafter have against any
Collateral Agent or any other Second Lien Secured Party of any other Series arising out of (i) any actions which any Collateral Agent or any Second Lien Secured Party takes or omits to take (including, actions with respect to the creation,
perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all
or any part of the Second Lien Obligations from any account debtor, guarantor or any other party) in accordance with the Second Lien Credit Documents or any other agreement related thereto or to the collection of the Second Lien Obligations or the
valuation, use, protection or release of any security for the Second Lien Obligations, (ii) any election by any Applicable Collateral Agent or any holders of Second Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of
the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by,
any Grantor, as debtor-in-possession. 
 SECTION 4.02 Rights as a Secured Party. The Person serving as the
Applicable Collateral Agent hereunder shall have the same rights and powers in its capacity as a Second Lien Secured Party under any Series of Second Lien Obligations that it holds as any other Second Lien Secured Party of such Series and may
exercise the same as though it were not the Applicable Collateral Agent and the term “Second Lien Secured Party” or “Second Lien Secured Parties” or (as applicable) “2016 Notes Secured Party,” “2016 Notes Secured
Parties,” “Term Loan Secured Party,” “Term Loan Secured Parties,” “Additional Second Lien Secured Party,” “Additional Second Lien Secured Parties,” “Other Second Lien Secured Party” or
“Other Second Lien Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Applicable Collateral Agent hereunder in its individual capacity. Such Person and
its affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Grantors or any Subsidiary of a Grantor or other affiliate thereof as if
such Person were not the Applicable Collateral Agent hereunder and without any duty to account therefor to any other Second Lien Secured Party. 
 SECTION 4.03 Exculpatory Provisions. 
 (a) No Collateral Agent shall
have any duties or obligations under this Agreement except those expressly set forth herein. Without limiting the generality of the foregoing, each Collateral Agent: 

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred
and is continuing; 
 (ii) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby; provided that such Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Collateral Agent to
liability or that is contrary to this Agreement or applicable law; 
 (iii) shall not, except as expressly set
forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a Grantor or any of its affiliates that is communicated to or obtained by the entities serving as a Collateral Agent or any of
its affiliates in any capacity; 

  
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 (iv) shall not be liable for any action taken or not taken by it (1) in
the absence of its own gross negligence or willful misconduct or (2) in reliance on a certificate of an authorized officer of the Company stating that such action is permitted by the terms of this Agreement. Each Collateral Agent shall be
deemed not to have knowledge of any default or Event of Default under any Series of Second Lien Obligations unless and until notice describing such default or Event of Default and referencing the applicable agreement is given to such Collateral
Agent at the address provided in Section 5.01 by the Collateral Agent of such Second Lien Obligations or a Grantor; 
 (v) shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in or in connection with this Agreement or any Second Lien Credit
Document, (2) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (3) the performance or observance by any other Person of any of the covenants, agreements or
other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (4) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Second Lien Credit Document or any other
agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Second Lien Credit Documents, (5) the value or the sufficiency of any Collateral for any Series of Second Lien Obligations or
(6) the satisfaction of any condition set forth in any Second Lien Credit Document, other than to confirm receipt of items expressly required to be delivered to such Collateral Agent; 

(vi) shall not be required to expend, advance or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in any of the Second Lien Credit Documents or in the exercise of any of its rights or powers here-under or under any of the Second Lien Credit Documents unless it is indemnified to its satisfaction and
the Collateral Agent shall have no liability to any person for any loss occasioned by any delay in taking or failure to take any such action while it is awaiting an indemnity satisfactory to it; 

(vii) need not segregate money held in trust hereunder from other funds except to the extent required by law. No
Collateral Agent shall be liable for interest on any money received by it hereunder except as otherwise agreed in writing; and 
 (viii) beyond the exercise of reasonable care in the custody thereof, no Collateral Agent shall have any duty as to any Collateral in its possession or control or in the possession or control of any agent
or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto, and no Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents
or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Each Collateral Agent shall be deemed to have exercised reasonable care in the custody of the
Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords similar collateral and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason
of the act or omission of any carrier, forwarding agency or other agent or bailee. 
 (b) Upon any payment or distribution of
assets hereunder, the Collateral Agents and the Second Lien Secured Parties shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which an Insolvency or Liquidation Proceeding is pending,
or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution in the Insolvency or Liquidation Proceeding, delivered to any
Collateral Agent, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto.


  
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 (c) In the event that, following a foreclosure in respect of any Collateral, the Applicable
Collateral Agent acquires title to any portion of such Collateral or takes any managerial action of any kind in regard thereto in order to carry out any fiduciary or trust obligation for the benefit of another, which may cause the Applicable
Collateral Agent to be considered an “owner or operator” under the provisions of CERCLA or otherwise cause the Applicable Collateral Agent to incur liability under CERCLA or any other Federal, state or local law, the Applicable Collateral
Agent reserves the right, instead of taking such action, to either resign as the Applicable Collateral Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. 

(d) The rights and protections of the Collateral Agents set forth herein shall also be applicable to each Collateral Agent in its roles
as mortgagee, beneficiary, pledgee or any of its other roles (including as Collateral Agent) under the Second Lien Credit Documents. 
 SECTION 4.04 Reliance by Collateral Agents. Each Collateral 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. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Collateral
Agent may consult with legal counsel (who may be counsel for the Company, a Collateral Agent or counsel of its choice), 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 4.05 Delegation of Duties. Any
Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Second Lien Credit Document by or through any one or more sub-agents, delegates or attorneys-in-fact appointed by such Collateral
Agent and shall not be responsible for acts or omissions of any such sub-agents, delegates or attorneys-in-fact appointed by it with due care. Any Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or through its respective affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the affiliates of any Collateral Agent and any such sub-agent. 

It is the purpose of this Section that there shall be no violation of any law of any jurisdiction (including particularly the law of any
sovereign state) denying or restricting the right of the Applicable Collateral Agent to transact business or bring legal proceedings in such jurisdiction. It is recognized that in case of litigation under this Agreement, and in particular in case of
the enforcement thereof on default, or in the case the Applicable Collateral Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Applicable
Collateral Agent or hold title to the proper-ties, in trust, as herein granted or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Applicable Collateral Agent appoint an individual or
institution as a collateral agent or agent. The following provisions of this Section are adopted to these ends. 
 In the event
that the Applicable Collateral Agent appoints an additional individual or institution as a collateral agent or agent, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or
intended by this Agreement to be exercised by or 

  
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vested in or conveyed to the Applicable Collateral Agent with respect thereto shall be exercisable by and vest in such separate collateral agent or agent but only to the extent necessary to
enable such collateral agent or agent to exercise such powers, rights and remedies. 
 SECTION 4.06 Non-Reliance on
Collateral Agent and other Secured Parties. Each Second Lien Secured Party acknowledges that it has, independently and without reliance upon any Collateral Agent or any other Second Lien Secured Party or any of their affiliates and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Second Lien Credit Documents. Each Second Lien Secured Party also acknowledges that it will,
independently and without reliance upon any Collateral Agent or any other Second Lien Secured Party or any of their affiliates 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 Second Lien Credit Document or any related agreement or any document furnished hereunder or thereunder. 

SECTION 4.07 Indemnity. The Company, failing which the other Grantors, shall reimburse the Applicable Collateral Agent
(which, for purposes of this Section, shall include its officers, directors, employees, agents, delegates, counsel and any receiver appointed under this Agreement) upon request for all properly incurred, reasonable and documented out-of-pocket
expenses incurred or made by it in connection with this Agreement. Such expenses shall include the properly incurred, reasonable and documented compensation and expenses, disbursements and advances of the Applicable Collateral Agent’s agents,
delegates, counsel, accountants and experts and any receiver appointed by the Applicable Collateral Agent. The Grantors jointly and severally shall indemnify the Applicable Collateral Agent (which for purposes of this Section shall include its
officers, directors, employees, agents delegates and counsel and any receiver appointed under this Agreement) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred, reasonable and documented
attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of the Applicable Collateral Agent’s performance of its duties hereunder and under applicable law, including the costs and expenses of
enforcing this Agreement and any Collateral hereunder and defending itself against or investigating any claim. The obligation to pay such amounts shall survive the payment in full or defeasance of the Second Lien Obligations or the removal or
resignation of any such Applicable Collateral Agent. The Applicable Collateral Agent shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify the
Company shall not relieve any Grantor of its indemnity obligations hereunder. The Company may defend the claim and such Applicable Collateral Agent shall provide reasonable cooperation in the defense thereof. The Company or the other Grantors, as
applicable, shall pay the properly incurred, reasonable and documented fees and expenses of one primary counsel (and, if reasonably necessary, one local counsel in each relevant jurisdiction) for the Applicable Collateral Agent. The Company and the
other Grantors need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Applicable Collateral Agent through such Applicable Collateral Agent’s own willful misconduct or gross negligence. No provision of
this Agreement require the Applicable Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of
such funds or adequate indemnity against such risk or liability is not assured to its satisfaction. The provisions of this Section 4.07 shall survive the termination of this Agreement or the resignation or removal of any Applicable Collateral
Agent. 

  
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 ARTICLE V 
 Miscellaneous 
 SECTION 5.01 Notices. 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, sent by facsimile, or sent to the e-mail address of the applicable recipient specified below
(or the email address of a representative of the applicable recipient designated by such recipient from time to time to the parties hereto), as follows: 
  

	 	(a)	if to the Term Loan Collateral Agent, to it at: 

 Credit Suisse AG 
 Eleven Madison Avenue 

New York, New York 10010 
 Attention: Sean Portrait 
 Facsimile: (212) 322-2291

 E-mail: agency.loanops@creditsuisse.com 

 

	 	(b)	if to the 2016 Notes Collateral Agent, to it at: 

 Wells Fargo Bank, National Association 
 625 Marquette Avenue, 11th
Floor 
 MAC N9311-115 
 Minneapolis, MN 55479 
 Attention: Corporate Trust Services –
Travelport Administrator 
 Facsimile: (612) 667-2160 

E-mail: Richard.h.prokosch@wellsfargo.com 
 (c) if to any Additional Collateral Agent, to it at the address set forth in the applicable Joinder Agreement. 
 Any party hereto may change its address, facsimile number or email address 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 (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight
courier service or sent by facsimile or email or on the date that is five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this
Section 5.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01. 
 SECTION 5.02 Waivers; Amendment; Joinder Agreements. 
 (a) No
failure or delay on the part of any party hereto in exercising any right or power hereunder 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 parties hereto are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this


  
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Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle
such party to any other or further notice or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any
provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Collateral Agent (and, to the extent any Grantor’s
rights are adversely affected in any material respect, by the Company). 
 (c) Notwithstanding the foregoing, without the
consent of any Second Lien Secured Party, any Additional Collateral Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Article VI and upon such execution and delivery, such Additional Collateral Agent
and the Additional Second Lien Secured Parties and Additional Second Lien Obligations of the Series for which such Additional Collateral Agent is acting shall be subject to the terms hereof. 

SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, as well as the other Second Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement. 

SECTION 5.04 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this
Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 
 SECTION 5.05 Counterparts. 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. Delivery of an executed signature page to this Agreement by facsimile or PDF via electronic transmission shall be as effective as delivery of a manually signed counterpart of this
Agreement. Signatures of the parties hereto transmitted by facsimile or PDF via electronic transmission shall be deemed to be their original signatures for all purposes. 
 SECTION 5.06 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. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions. 
 SECTION 5.07 Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York. 
 SECTION 5.08 Submission to Jurisdiction;
Waivers. Each Collateral Agent, on behalf of itself and the Second Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Second Lien Credit Documents, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive general jurisdiction of the state and federal courts located in New York County and appellate courts from any thereof; 

  
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 (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Collateral Agent) at the address referred to in 5.01; 
 (d) agrees that nothing herein shall affect the right of any other party hereto (or any Second Lien Secured Party) to effect service of process in any other manner permitted by law; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section 5.08 any special, exemplary, punitive or consequential damages. 
 SECTION 5.09 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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT. 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 5.09. 

SECTION 5.10 Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 5.11 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the other Second Lien Credit Documents, the
provisions of this Agreement shall control. 
 SECTION 5.12 Provisions Solely to Define Relative Rights. The
provisions of this Agreement are intended solely for the purpose of defining the relative rights of the Second Lien Secured Parties in relation to one another. None of the Company, any other Grantor or any other creditor thereof shall have any
rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Section 2.01(a), 2.04, 2.05, 2.08, 2.09 or Article V) is intended to or will amend, waive or otherwise
modify the provisions of the Term Loan Agreement or any Other Second Lien Agreements), and none of the Company or any other Grantor may rely on the terms hereof (other than Sections 2.01(a), 2.04, 2.05, 2.08, 2.09 and Article V). Nothing in
this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms. 

SECTION 5.13 Integration. This Agreement together with the other Second Lien Credit Documents represents the agreement of
each of the Grantors and the Second Lien Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, any Collateral Agent, any or any other Second Lien Secured
Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Second Lien Credit Documents. 

  
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 SECTION 5.14 Collateral Agents. It is understood and agreed that Credit Suisse
AG (acting through such of its branches or affiliates as it may deem appropriate) (“Credit Suisse”), is entering into this Agreement in its capacity as collateral agent under the Term Loan Agreement, and the provisions of
Article IX and Article X of the Term Loan Agreement applicable to Credit Suisse, as collateral agent thereunder shall also apply to Credit Suisse, as Term Loan Collateral Agent hereunder. 

SECTION 5.15 Obligations of the Obligors. Each Obligor agrees that it shall take such further action and shall execute and
deliver such additional documents and instruments (in recordable form, if requested) as any other party hereto may reasonably request to effect the terms of this Agreement. Each of Holdings and the Company shall cause each of its Subsidiaries that
becomes an Obligor to execute and deliver a counterpart of and become a party to this Agreement. 
 ARTICLE VI 

Additional Second Lien Obligations 
 The Company may, at any time and from time to time, subject to any limitations contained in the Second Lien Credit Documents in effect at such time, designate additional indebtedness and related
obligations that are, or are to be, secured by Liens on any assets of the Company or any other Grantor that would, if such Liens were granted, constitute Shared Collateral as “Additional Second Lien Obligations” by delivering to each
Collateral Agent at such time a certificate signed on behalf of the Company by the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company (an “Officer’s
Certificate”): 
 (a) describing the indebtedness and other obligations being designated as Additional
Second Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount (and commitment, if applicable) of such indebtedness as of the date of such certificate; 

(b) setting forth the Additional Second Lien Credit Documents under which such Additional Second Lien Obligations are issued or incurred
or the guarantees of such Additional Second Lien Obligations are, or are to be, created, and attaching copies of such Additional Second Lien Credit Documents as each Grantor has executed and delivered to the Person that serves as the administrative
agent, trustee or a similar representative for the holders of such Additional Second Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional Second Lien
Obligations on the closing date of such Additional Second Lien Obligations, certified as being true and complete by an Officers’ Certificate; 
 (c) identifying the Person that serves as the Additional Collateral Agent; 
 (d)
certifying that the incurrence of such Additional Second Lien Obligations, the creation of the Liens securing such Additional Second Lien Obligations and the designation of such Additional Second Lien Obligations as “Additional Second Lien
Obligations” hereunder do not violate or result in a default under any provision of any Second Lien Credit Documents in effect at such time; 
 (e) certifying that the Additional Second Lien Credit Documents authorize the Additional Collateral Agent to become a party hereto by executing and delivering a Joinder Agreement and provide that upon
such execution and delivery, such Additional Second Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and 

  
 22 

 








 (f) attaching a written opinion from legal counsel indicating that the incurrence of
indebtedness and other obligations being designated as Additional Second Lien Obligations does not conflict with the 2016 Notes Indenture or the Term Loan Agreement. 
 (g) attaching a fully completed Joinder Agreement executed and delivered by the Additional Collateral Agent. 
 Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional Second Lien Obligations” shall become Additional
Second Lien Obligations for all purposes of this Agreement. 
 [Remainder of this page intentionally left blank.] 

  
 23 

 








 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. 
  

			
	CREDIT SUISSE AG, as Term Loan Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as 2016 Notes Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:


 Signature Page to the Consent of the Company to the Pari Passu Second Lien Intercreditor
Agreement 

  
  








 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. 
  

			
	Obligors
	
	TRAVELPORT LLC, as the Company
		
	By:	 	  

		 	Name:
		 	Title:
	
	TRAVELPORT LIMITED, as Holdings
		
	By:	 	  

		 	Name:
		 	Title:
	
	WALTONVILLE LIMITED, as Intermediate Parent
		
	By:	 	  

		 	Name:
		 	Title:
	
	TDS INVESTOR (LUXEMBOURG) S.À R.L., as TDS Intermediate Parent
		
	By:	 	  

		 	Name:
		 	Title:



  
 25 

 








 
			
	GALILEO INTERNATIONAL TECHNOLOGY, LLC
	GALILEO ASIA, LLC
	GALILEO LATIN AMERICA, LLC
	GALILEO TECHNOLOGIES LLC
	OWW2, LLC
	TRAVEL INDUSTRIES, INC.
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
	TRAVELPORT FINANCE MANAGEMENT LLC
	TRAVELPORT HOLDINGS, INC.
	TRAVELPORT HOLDINGS, LLC
	TRAVELPORT INC.
	TRAVELPORT INTERNATIONAL SERVICES, INC.
	TRAVELPORT INVESTOR LLC
	TRAVELPORT OPERATIONS, INC.
	TRAVELPORT NORTH AMERICA, INC.
	TRAVELPORT SERVICES LLC
	WALTONVILLE LIMITED
	WORLDSPAN BBN HOLDINGS, LLC
	WORLDSPAN DIGITAL HOLDINGS, LLC
	WORLDSPAN IJET HOLDINGS, LLC
	WORLDSPAN LLC
	WORLDSPAN OPENTABLE HOLDINGS, LLC
	WORLDSPAN S.A. HOLDINGS II, L.L.C.
	WORLDSPAN SOUTH AMERICAN HOLDINGS LLC
	WORLDSPAN STOREMAKER HOLDINGS, LLC
	WORLDSPAN TECHNOLOGIES INC.
	WORLDSPAN VIATOR HOLDINGS, LLC
	WORLDSPAN XOL LLC
	WS FINANCING CORP.
		
	By:	 	  

		 	Name:
		 	Title:
	
	TRAVELPORT, LP
	By: TRAVELPORT HOLDINGS, LLC, as General Partner
		
	By:	 	  

		 	Name:
		 	Title:



  
 26 

 








 EXHIBIT A 
 [FORM OF] JOINDER AGREEMENT TO 
 PARI PASSU SECOND LIEN INTERCREDITOR AGREEMENT

 Reference is made to the Pari Passu Intercreditor Agreement, dated as of April [    ], 2013, between
Wells Fargo Bank, National Association, as 2016 Notes Collateral Agent and Credit Suisse AG, as Term Loan Collateral Agent (as the same may be amended, restated, supplemented, waived or otherwise modified from time to time, the
“Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement. 

The Company and the other Grantors propose to issue or incur “Additional Second Lien Obligations” designated by the Company as
such in accordance with Article VI of the Intercreditor Agreement in an Officers’ Certificate delivered concurrently herewith to the Collateral Agents (the “Additional Second Lien Obligations”). The Person identified in
the signature pages hereto as the “Additional Collateral Agent” (the “Additional Collateral Agent”) will serve as the collateral agent, trustee or a similar representative for the holders of the Additional Second
Lien Obligations (the “Additional Second Lien Secured Parties”). 
 The Additional Collateral Agent
wishes, in accordance with the provisions of the Intercreditor Agreement, to become a party to the Intercreditor Agreement and to acquire and undertake, for itself and on behalf of the Additional Second Lien Secured Parties, the rights and
obligations of an “Additional Collateral Agent” and “Second Lien Secured Parties” thereunder. 

Accordingly, the Additional Collateral Agent, for itself and on behalf of the Additional Second Lien Secured Parties for which it is
acting, and the Company agree as follows, for the benefit of the existing Collateral Agents and the existing Second Lien Secured Parties: 
 1. Accession to the Intercreditor Agreement. The Additional Collateral Agent hereby (a) accedes and becomes a party to the Intercreditor Agreement as an “Additional Collateral
Agent”, (b) agrees, for itself and on behalf of the Additional Second Lien Secured Parties, to all the terms and provisions of the Intercreditor Agreement and (c) acknowledges and agrees that (i) the Additional Second Lien
Obligations and Liens on any Collateral securing the same shall be subject to the provisions of the Intercreditor Agreement and (ii) the Additional Collateral Agent and the Additional Second Lien Secured Parties shall have the rights and
obligations specified under the Intercreditor Agreement with respect to a “Collateral Agent” and a “Second Lien Secured Party”, respectively, and shall be subject to and bound by the provisions of the Intercreditor Agreement.

 2. Representations and Warranties of the Additional Collateral Agent. The Additional Collateral Agent
represents and warrants to the existing Collateral Agents and the existing Second Lien Secured Parties that (a) it has full power and authority to enter into this Joinder Agreement, in its capacity as the Additional Collateral Agent,
(b) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, and (c) the Additional Second Lien Credit
Documents relating to the Additional Second Lien Obligations provide that, upon the Additional Collateral Agent’s execution and delivery of this Joinder Agreement, (i) the Additional Second Lien Obligations and Liens on any Collateral
securing the same shall be subject to the provisions of the Intercreditor Agreement and (ii) the Additional Collateral Agent and the Additional Second Lien Secured Parties shall have the rights and obligations specified therefor under, and
shall be subject to and bound by the provisions of, the Intercreditor Agreement. 
 3. Parties in Interest. This
Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Second Lien Secured Parties, all of whom are intended to be bound by, and to be third party
beneficiaries of, this Agreement. 

  
 A-1

  








 4. Address of Additional Collateral Agent. The address of the
Additional Collateral Agent in respect of the Additional Second Lien Obligations for purposes of all notices and other communications hereunder and under the Intercreditor Agreement is: 

[                    ] 

[                    ] 

[                    ] 

Attention: [                    ]

 Facsimile:
[                    ] 

E-mail: [                    ]

 5. Counterparts. This Joinder 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. Delivery of an executed signature page to this Joinder Agreement by facsimile or PDF
via electronic transmission shall be as effective as delivery of a manually signed counterpart of this Joinder Agreement. Signatures of the parties hereto transmitted by facsimile or PDF via electronic transmission shall be deemed to be their
original signatures for all purposes. 
 6. Governing Law. THIS JOINDER AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 [Signature Pages Follow.] 

  
 A-2

  








 IN WITNESS WHEREOF, the Additional Collateral Agent has caused this Joinder Agreement to be
duly executed by its authorized representative, and the Company has caused the same to be accepted by its authorized representative, as of the day and year first above written. 

 

			
	[ADDITIONAL COLLATERAL AGENT]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Acknowledged and agreed:
	
	 TRAVELPORT LLC

		
	By:	 	  

		 	Name:
		 	Title:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as 2016 Notes Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:
	
	 CREDIT SUISSE AG,

as Term Loan Collateral Agent

		
	By:	 	  

		 	Name:
		 	Title:


  
 A-3

  








 EXHIBIT J 
 TRANCHE 2 LENDER JOINDER AGREEMENT 
 Reference is made to the Second
Lien Credit Agreement, dated as of March 11, 2013 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Credit Agreement”), among TRAVELPORT LIMITED, a company incorporated under the laws of Bermuda,
TRAVELPORT LLC, a Delaware corporation, WALTONVILLE LIMITED, a company incorporated under the laws of Gibraltar, TDS INVESTOR (LUXEMBOURG) S.À R.L., a société à responsabilité limitée incorporated
under the laws of Luxembourg, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and each lender from time to time party thereto. 
 SECTION 1.01. Defined Terms. Capitalized terms not defined herein (including in the caption hereto) shall have the meanings ascribed to them in the Credit Agreement. 

SECTION 1.02. Joinder. (a) By execution of this Tranche 2 Lender Joinder Agreement (this “Joinder”), the
undersigned (the “Joining Party”) shall, on the date on which the conditions set forth in Section 1.04 have been satisfied (such date, the “Joinder Effective Date”), become a Lender of Tranche 2 Loans under the
Credit Agreement in an amount of Tranche 2 Loans such Joining Party is entitled to receive pursuant to the Exchange Offers in respect of its Notes (as defined below). 
 (b) The Joining Party, by execution of this Joinder, hereby agrees to all the terms and provisions of the Credit Agreement applicable to it as a Tranche 2 Initial Lender as if such Joining Party has been
a party to the Credit Agreement on the Effective Date. 
 SECTION 1.03. Representations and Warranties. By execution of
this Joinder, the Joining Party hereby represents and warrants: 
 (a) that this Joinder has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms; 

(b) that it has furnished (or, prior to the Closing Date, will furnish) to the Administrative Agent all information requested by it in
connection with its determination that such Joining Party is eligible to become a Tranche 2 Initial Lender, including all documentation and other information requested by it in connection with “know your customer” and anti-money laundering
rules and regulations; 
 (c) that set forth on Schedule A hereto, opposite the name of such Joining Party, is the amount of
Series B Second Priority Senior Notes due 2016 (the “Notes”) tendered by such Joining Party in the Exchange Offers (and by accounts and/or sub-accounts that are commonly administered, advised or managed, or similarly affiliated with
such Joining Party) and the individual Voluntary Offer Instruction Number (each , a “VOI Number”) corresponding to the tender of such notes through The Depository Trust Company’s Automated Tender Offer Program (e.g.,
“ATOP”). 







 SECTION 1.04. Conditions. The Joinder Effective Date is subject to the satisfaction
of the following conditions precedent on or before the Closing Date: 
 (a) The Administrative Agent shall have determined that
the Joining Party is eligible to be a Tranche 2 Initial Lender under the Credit Agreement. 
 (b) The Administrative Agent shall
have executed a counterpart signature page to this Joinder and delivered it to the Joining Party. 
 SECTION 1.04. Applicable
Law. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 SECTION 1.06.
Counterparts. This Joinder may be executed in one or more counterparts, each of which shall be deemed an original but all of which, when taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a
signature page of this Joinder by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 
 SECTION 1.07. Headings. The Section headings used herein are for convenience of reference only, are not part of this Joinder and are not to affect the construction of, or to be taken into
consideration in interpreting, this Joinder. 
 THE TRANCHE 2 LOANS UNDER THE CREDIT AGREEMENT ARE ISSUED WITH ORIGINAL ISSUE
DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. BEGINNING NO LATER THAN 10 DAYS AFTER THE CLOSING DATE, THE LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL
ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH TRANCHE 2 LOANS BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 300 GALLERIA PARKWAY, ATLANTA, GA 30339, ATTENTION OF CHIEF FINANCIAL OFFICER
(FAX NO. (770) 563-7878) 
 [Remainder of Page Left Intentionally Blank] 







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

					
	TRAVELPORT LLC,
			
		 	By	 	  

		 		 	Name:
		 		 	Title:


 [Signature Page to Tranche 2 Lender Joinder Agreement] 







 SIGNATURE PAGE TO 
 JOINDER 
 TO THE CREDIT AGREEMENT OF 

TRAVELPORT LLC 
  

			
	[NAME OF INSTITUTION]
		
	By:	 	  

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

	Name:	 	
	Title:	 	



Date:                     

Name of Fund Manager (if any):                    

 [Signature Page to Tranche 2 Lender Joinder Agreement] 








			
	Accepted and agreed:
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:

 [Signature Page to Tranche 2 Lender Joinder Agreement] 







 Schedule A 

 

							
	 	  	Amount of Notes 
Tendered1	 	  	VOI Numbers
	 [JOINING PARTY NAME]2
	  	$	            	  	  	
		  	$	            	  	  	
		  	$	            	  	  	
		  	$	            	  	  	
		  	$	            	  	  	
		  	$	            	  	  	
		  	$	            	  	  	
		  	$	            	  	  	

  

	1 	Amount should be set forth prior to giving effect to the March 31, 2013 interest payments. 


	2 	To include amounts of Notes tendered (and corresponding VOI Numbers) by the Joining Party and by all accounts and/or sub-accounts commonly administered, advised or
managed, or similarly affiliated with the Joining Party. 








 SCHEDULE 1.01B — UNRESTRICTED SUBSIDIARIES 

 

	
	 Entity

	eNett International (Austria) GmbH
	eNett International (Jersey) Limited
	eNett International (Netherlands) BV
	eNett International (NZ) Ltd
	eNett International Pte. Ltd
	eNett International (Singapore) Pte Ltd
	eNett International (UK) Ltd.
	eNett International USA, LLC
	eNett Services Pte. Ltd.
	PSP Corporation Pty Ltd
	PSP-eNett Pty Ltd
	Travel Service Fees Pty Ltd








 SCHEDULE 2.01A — TRANCHE 1 COMMITMENTS 

 

					
	 Tranche 1 Lender
	  	Amount	 
	 Credit Suisse AG
	  	$	630,000,000	  
		  	  
	  
	 
	 Total
	  	$	630,000,000	  
		  	  
	  
	 








 SCHEDULE 2.01B — TRANCHE 2 COMMITMENTS 

[May be amended until 10 Business Days after Closing Date] 

 

			
	 Tranche 2 Lender
	  	Amount
		  	
		  	








 SCHEDULE 4.01(a) — CERTAIN SECURITY INTERESTS AND GUARANTEES 

 

	 	•	 	 Security Agreement, dated on or about the Closing Date, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg)
S.à r.l., certain other Subsidiaries of Holdings identified therein and Credit Suisse AG, as Collateral Agent 


  

	 	•	 	 Intellectual Property Security Agreement, dated on or about the Closing Date, among Travelport LLC, Travelport Limited, Waltonville Limited, TDS
Investor (Luxembourg) S.à r.l., certain other Subsidiaries of Holdings identified therein and Credit Suisse AG, as Collateral Agent 


  

	 	•	 	 Guaranty, dated on or about the Closing Date, among Travelport Limited, Waltonville Limited, TDS Investor (Luxembourg) S.à r.l., certain other
Subsidiaries of Holdings identified therein and Credit Suisse AG, as Collateral Agent 


  

	 	•	 	 Share Charge, dated on or about the Closing Date, made by Travelport Limited in favor of Credit Suisse AG, as Collateral Agent, over the shares of
Travelport (Bermuda) Ltd. 


  

	 	•	 	 Mortgage of Shares of Waltonville Limited, dated on or about the Closing Date, between Holdings, as charger, Waltonville Limited and Credit Suisse AG,
as Collateral Agent 


  

	 	•	 	 Share Pledge Agreement, dated on or about the Closing Date, between Waltonville Limited, as pledgor, and Credit Suisse AG, as Collateral Agent, and in
the presence of TDS Investor (Luxembourg) S.à r.l. 









 SCHEDULE 5.05 — CERTAIN LIABILITIES 

None. 







 SCHEDULE 5.11(a) — ERISA COMPLIANCE 

None. 







 SCHEDULE 5.12 — SUBSIDIARIES AND OTHER EQUITY INVESTMENTS 

 

															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 4Oceans Limited (in liquidation)
	  	United Kingdom	  	Immaterial Subsidiary	  	 Auth: 12,950,000
 Issued:
12,950,000
	  	 	100	% 	 	Travelport Inc.	  	No
	 Bastion Surety Limited
	  	United Kingdom	  	N/A	  	 Auth: 900
 Issued:
900
	  	 	100	% 	 	Travelport Inc.	  	Yes
	 Cendant Hellas EPE (in liquidation)
	  	Greece	  	Immaterial Subsidiary	  	Auth: 18,000 Issued: 600	  	 	100	% 	 	Galileo Nederland II B.V. – 6 shares, Travelport Global Distribution System B.V. – 594 shares	  	No
	 Coelis S.A.S.
	  	France	  	Immaterial Subsidiary	  	Auth: 166,800 Issued: 10,425	  	 	100	% 	 	Sprice Pte. Ltd.	  	No
	 Covia Canada Partnership Corp.
	  	Canada (Ontario)	  	Immaterial Subsidiary	  	100	  	 	100	% 	 	Travelport Inc.	  	Yes (65%)
	 eNett International (Austria) GmbH
	  	Austria	  	Unrestricted Subsidiary	  	N/A	  	 	60	% 	 	eNett International (Netherlands) BV	  	No
	 eNett International (Jersey) Limited
	  	Jersey	  	Unrestricted Subsidiary	  	 Auth: Unlimited
 Issued:
27,636,363
	  	 	60	% 	 	Travelport (Bermuda) Ltd. (55%) and PSP International PLC (45%)	  	No
	 eNett International (Netherlands) BV
	  	Netherlands	  	Unrestricted Subsidiary	  	 Auth: 900
 Issued:
180
	  	 	60	% 	 	eNett International (Jersey) Limited	  	No
	 eNett International (NZ) Ltd
	  	New Zealand	  	Unrestricted Subsidiary	  	Auth: 1,000 Issued: 1,000	  	 	60	% 	 	eNett International Pte. Ltd	  	No
	 eNett International (Singapore) Pte Ltd
	  	Singapore	  	Unrestricted Subsidiary	  	 Auth: 1
 Issued:
1
	  	 	60	% 	 	eNett International (Jersey) Limited	  	No
	 eNett International (UK) Ltd.
	  	United Kingdom	  	Unrestricted Subsidiary	  	 Auth: 2
 Issued:
2
	  	 	60	% 	 	eNett International (Netherlands) BV	  	No
	 eNett International Pte. Ltd
	  	Australia	  	Unrestricted Subsidiary	  	 Auth: 102
 Issued:
102
	  	 	60	% 	 	PSP–eNett Pty Ltd	  	No









															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 eNett International USA, LLC
	  	Delaware	  	Unrestricted Subsidiary	  	N/A	  	 	60	% 	 	eNett International (Netherlands) BV	  	No
	 eNett Services Pte. Ltd.
	  	Singapore	  	Unrestricted Subsidiary	  	 Auth: 1
 Issued:
1
	  	 	60	% 	 	eNett International (Jersey) Limited	  	No
	 Galileo Afrique Centrale (Cameroon) Sarl (in liquidation)
	  	Cameroon	  	Excluded Subsidiary	  	Auth: 4,000,000 Issued: 800	  	 	100	% 	 	Galileo France SARL	  	No
	 Galileo Asia, LLC
	  	Delaware	  	N/A	  	 Auth: 1,000
 Issued: 1,000
Membership
	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	Yes
	 Galileo Central West Africa (Senegal) SARL
	  	Senegal	  	Excluded Subsidiary	  	 Auth: 1,000,000
 Issued:
100
	  	 	100	% 	 	 Galileo France
 S.à
r.l.
	  	No
	 Galileo Deutschland GmbH
	  	Germany	  	Excluded Subsidiary	  	Auth: 51,129 Issued: 51,129	  	 	100	% 	 	The Galileo Company	  	No
	 Galileo España S.A.
	  	Spain	  	Excluded Subsidiary	  	Auth: 10,000 Issued: 10,000	  	 	100	% 	 	The Galileo Company	  	No
	 Galileo France S.À RL
	  	France	  	Excluded Subsidiary	  	 Auth: 2,500
 Issued:
2,500
	  	 	100	% 	 	The Galileo Company	  	No
	 Galileo International B.V.
	  	Netherlands	  	N/A	  	Auth: 900 Issued: 182	  	 	100	% 	 	Travelport Limited	  	Yes
	 Galileo International Technology, LLC
	  	Delaware	  	N/A	  	 Auth: 1,000
 Issued:
100
	  	 	100	% 	 	Travelport Investor (Luxembourg) Partnership S.E.C.S. Schaffhausen Branch	  	Yes
	 Galileo Latin America, L.L.C.
	  	Delaware	  	N/A	  	100	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	Yes
	 Galileo Malaysia Limited
	  	Hong Kong	  	Immaterial Subsidiary	  	Auth: 1,000 Issued: 100	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	No
	 Galileo Nederland II BV
	  	Netherlands	  	Immaterial Subsidiary	  	Auth: 90,000 Issued: 180	  	 	100	% 	 	Travelport Global Distribution System B.V.	  	No
	 Galileo Portugal Limited
	  	United Kingdom	  	Excluded Subsidiary	  	 Auth: 100
 Issued:
2
	  	 	100	% 	 	The Galileo Company	  	No









															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 Galileo Technologies LLC
	  	Delaware	  	N/A	  	 Auth: 1,000
 Issued:
100
	  	 	100	% 	 	Travelport Inc.	  	Yes
	 Gate Pacific Limited
	  	Mauritius	  	Immaterial Subsidiary	  	 Auth: 1,000,000
 Issued:
1,000,000
	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	No
	 GI Worldwide Holdings C.V.
	  	Netherlands	  	N/A	  	N/A	  	 	100	% 	 	Galileo Technologies LLC – 10%, Travelport Inc. – 90%	  	Yes
	 GIW Holdings CV
	  	Netherlands	  	N/A	  	Auth: unlimited Issued: 1	  	 	100	% 	 	GI Worldwide Holdings C.V. –99% Galileo Technologies, LLC – 1%	  	Yes
	 IGT Solutions Private Limited
	  	India	  	Excluded Subsidiary	  	 Auth: 17,000,000
 Issued:
16,615,000
	  	 	51	% 	 	Galileo Asia, LLC; Travelport, LP	  	No
	 OWW2, LLC
	  	Delaware	  	N/A	  	100%	  	 	100	% 	 	TDS Investor (Luxembourg) S.à r.l.	  	Yes
	 PSP Corporation Pty Ltd
	  	Australia	  	Unrestricted Subsidiary	  	Auth: 14,596,724 Issued: 14,596,724	  	 	60	% 	 	eNett International (Jersey) Limited	  	No
	 PSP-eNett Pty Ltd
	  	Australia	  	Unrestricted Subsidiary	  	Auth: 8,315,790 Issued: 8,315,790	  	 	60	% 	 	PSP Corporation Pty Ltd	  	No
	 Southern Cross Distribution Services (NZ) Limited
	  	New Zealand	  	N/A	  	50,000	  	 	100	% 	 	 Southern Cross Distribution

Systems Pty Ltd
	  	Yes
	 Southern Cross Distribution Systems Pty Limited
	  	Australia	  	N/A	  	15,000,000	  	 	100	% 	 	Galileo Technologies LLC	  	Yes
	 Sprice Pte Ltd
	  	Singapore	  	Immaterial Subsidiary	  	Auth: 38,100,000 Issued: 16,220,000	  	 	100	% 	 	Travelport (Bermuda) Ltd.	  	No









															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 TDS Investor (Luxembourg) S.à r.l.
	  	Luxembourg	  	N/A	  	 Class A-F Total Auth: 1,139,184

or 189,864 each
 Class A-F Total Issued
1,139,184
 or 189,864 each
	  	 	100	% 	 	Waltonville Limited	  	Yes
	 The Galileo Company
	  	United Kingdom	  	Excluded Subsidiary	  	 Ordinary Auth:
 240,000,000
Issued:
 41,454,423
	  	 	99	% 	 	GI Worldwide Holdings C.V.	  	No
	 Timas Limited
	  	Ireland	  	Immaterial Subsidiary	  	 Ordinary Auth:

500,000
 Issued: 370,000

Ordinary A Auth: 20,000
 Issued:
20,000
	  	 	100	% 	 	Travelport Global Distribution System B.V.	  	No
	 TP Luxembourg S.A.R.L.
	  	Luxembourg	  	Immaterial Subsidiary	  	 Auth: 5,000
 Issued:
5,000
	  	 	100	% 	 	Travelport Jersey 3 Limited	  	No
	 Travel Industries, Inc.
	  	Delaware	  	N/A	  	 Auth: 1,000
 Issued:
1,000
	  	 	100	% 	 	Travelport Inc.	  	Yes
	 Travel Service Fees Pty Ltd
	  	Australia	  	Unrestricted Subsidiary	  	 Auth: 2
 Issued:
2
	  	 	60	% 	 	PSP Corporation Pty Ltd	  	No
	 Travelport (Bermuda) Ltd.
	  	Bermuda	  	N/A	  	Auth: 12,000 Issued: 12,000	  	 	100	% 	 	Travelport Limited	  	Yes
	 Travelport (Cayman) Ltd.
	  	Cayman	  	N/A	  	1	  	 	100	% 	 	Travelport (Bermuda) Ltd.	  	Yes
	 Travelport (Luxembourg) S.à r.l.
	  	Luxembourg	  	N/A	  	Auth: 359,051 Issued: 359,051	  	 	100	% 	 	Travelport (Bermuda) Ltd.	  	Yes
	 Travelport (UK) Services Limited
	  	United Kingdom	  	N/A	  	Auth: 1,000 Issued: 77	  	 	100	% 	 	Travelport Jersey 3 Limited	  	Yes
	 Travelport Andina SAS
	  	Colombia	  	Immaterial Subsidiary	  	Auth: 4,000 Issued: 4,000	  	 	100	% 	 	Galileo Latin America, LLC	  	No
	 Travelport Argentina S.R.L.
	  	Argentina	  	Immaterial Subsidiary	  	Auth: 1,000 Issued: 1,000	  	 	100	% 	 	Travelport, LP – 1%, Worldspan South American Holdings LLC – 99%	  	Yes (65%)









															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 Travelport Bahrain W.L.L.
	  	Bahrain	  	Immaterial Subsidiary	  	 Auth: 400
 Issued:
400
	  	 	100	% 	 	Galileo Nederland II B.V. (0.25%); Travelport Global Distribution System B.V. (99.75%)	  	No
	 Travelport Baltija Sia
	  	Latvia	  	Immaterial Subsidiary	  	 Auth: 2,000
 Issued:
1,000
	  	 	100	% 	 	Galileo Nederland II B.V.	  	No
	 Travelport Belgium N.V.
	  	Belgium	  	Excluded Subsidiary	  	Auth: 61,500 Issued: 1,250	  	 	100	% 	 	Galileo France S.à r.l. (1%), The Galileo Company (99%)	  	No
	 Travelport Brasil Soluções em Viagens Ltda.
	  	Brazil	  	N/A	  	Auth: 1,800,000 Issued: 1,800,000	  	 	100	% 	 	Galileo Latin America, LLC (99.99%); Travelport (Bermuda) Ltd. (0.01%)	  	Yes
	 Travelport Canada Distributors Systems, Inc.
	  	Ontario, Canada	  	N/A	  	Auth: 1,000 Issued: 1	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	Yes
	 Travelport Chile Limitada
	  	Chile	  	Immaterial Subsidiary	  	 Auth: 100
 Issued:
100
	  	 	100	% 	 	Galileo Latin America LLC (99%); Travelport (Bermuda) Ltd. (1%)	  	No
	 Travelport Cyprus Limited
	  	Cyprus	  	Immaterial Subsidiary	  	Auth: 5,000 Issued: 1,000	  	 	100	% 	 	Travelport Global Distribution System B.V.	  	No
	 Travelport Denmark AS
	  	Denmark	  	Immaterial Subsidiary	  	Auth: 10,000 Issued: 10,000	  	 	100	% 	 	Travelport Global Distribution System B.V.	  	No
	 Travelport Finance Limited
	  	United Kingdom	  	N/A	  	Auth: 3,900,001 Issued: 3,900,001	  	 	100	% 	 	Travelport (Bermuda) Ltd.	  	Yes
	 Travelport Finance Management LLC
	  	Delaware	  	N/A	  	 Auth: 100
 Issued:
100
	  	 	100	% 	 	Travelport Investor LLC	  	Yes
	 Travelport Global Distribution System B.V.
	  	Netherlands	  	N/A	  	Auth: 200 Issued: 40	  	 	100	% 	 	Travelport Investor (Luxembourg) Partnership S.E.C.S.	  	Yes









															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 Travelport Gulf LLC
	  	Oman	  	Immaterial Subsidiary	  	Auth: 150,000 Issued: 150,000	  	 	100	% 	 	Travelport International Services, Inc. (99%); Worldspan Technologies, Inc. (1%)	  	Yes (65%)
	 Travelport Hellas Ypiresies Diethnon Taxiodiotikon pliroforien Monoprosepi Etakeia
	  	Greece	  	N/A; however, equity interests are not pledged due to excessive costs	  	 Auth: 983
 Issued:
983
	  	 	100	% 	 	Travelport Services Limited	  	No (excessive costs)
	 Travelport Holdings (UK) Limited
	  	United Kingdom	  	N/A	  	 Auth: 100
 Issued:
100
	  	 	100	% 	 	Travelport Limited	  	Yes
	 Travelport Holdings, Inc.
	  	Delaware	  	N/A	  	Auth: 1,000 Issued: 100	  	 	100	% 	 	Travelport LLC	  	Yes
	 Travelport Holdings, LLC
	  	Delaware	  	N/A	  	 Auth: 100
 Issued:
100
	  	 	100	% 	 	Worldspan Technologies, Inc.	  	Yes
	 Travelport Hungary Kft
	  	Hungary	  	Immaterial Subsidiary	  	 Auth: 1
 Issued:
1
	  	 	100	% 	 	Travelport Global Distribution System B.V.	  	No
	 Travelport Inc.
	  	Delaware	  	N/A	  	Auth: 1,000 Issued: 100	  	 	100	% 	 	Travelport LLC	  	Yes
	 Travelport International Limited
	  	United Kingdom	  	N/A	  	Auth: 600,000 Issued: 440,000	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	Yes
	 Travelport International Services, Inc.
	  	Delaware	  	N/A	  	Auth: 1,000 Issued: 1,000	  	 	100	% 	 	Travelport Inc.	  	Yes
	 Travelport Investor (Luxembourg) Partnership S.E.C.S.
	  	Luxembourg	  	N/A	  	 Auth: 50
 Issued:
50
	  	 	100	% 	 	 Travelport Investor (Luxembourg) S.à r.l. (general partner)
 Travelport, LP (limited partner)
	  	Yes
	 Travelport Investor (Luxembourg) Partnership S.E.C.S. Schaffhausen Branch
	  	Switzerland	  	Not a Guarantor - not a separate legal entity	  	N/A	  	 	100	% 	 	Travelport Investor (Luxembourg) Partnership S.E.C.S.	  	N/A









															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 Travelport Investor (Luxembourg) S.à r.l.
	  	Luxembourg	  	N/A	  	 Class A-F Total Auth: 265,470 or 44,245 each
 Class A-F Total Issued: 265,470 or 44,245 each
	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	Yes
	 Travelport Investor LLC
	  	Delaware	  	N/A	  	 Auth: 100
 Issued:
100
	  	 	100	% 	 	Travelport Holdings (UK) Limited	  	Yes
	 Travelport Italia S.R.L.
	  	Italy	  	N/A	  	Auth: Unlimited Issued: 1,000,000	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	Yes
	 Travelport Jersey 1 Limited
	  	Jersey	  	Immaterial Subsidiary	  	Auth: 100,000 Issued: 353	  	 	100	% 	 	Travelport Inc.	  	Yes (65%)
	 Travelport Jersey 2 Limited
	  	Jersey	  	N/A	  	Auth: 100,000 Issued: 104	  	 	100	% 	 	Travelport (Cayman) Ltd. – 50%; Travelport (Bermuda) Ltd. – 50%	  	Yes
	 Travelport Jersey 3 Limited
	  	Jersey	  	N/A	  	 Auth: 100,000
 Issued:
4
	  	 	100	% 	 	Travelport (Bermuda) Ltd.	  	Yes
	 Travelport Lebanon S.A.R.L.
	  	Lebanon	  	Immaterial Subsidiary	  	 Auth: 500
 Issued:
500
	  	 	100	% 	 	Travelport Global Distribution System B.V. (99.6%); Galileo Nederland II B.V. (0.2%); Travelport (Bermuda) Ltd. (0.2%)	  	No
	 Travelport LLC
	  	Delaware	  	N/A	  	Auth: 1,000 Issued: 100	  	 	100	% 	 	TDS Investor (Luxembourg) S.à r.l.	  	Yes
	 Travelport Mexico S.A. de C.V.
	  	Mexico	  	N/A	  	 A: 50,000

B: 133,296,938
	  	 	100	% 	 	Travelport, LP; Outside Counsel (1 share)	  	Yes









															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 Travelport North America, Inc.
	  	Delaware	  	N/A	  	 Auth: 3,000
 Issued:
100
	  	 	100	% 	 	Travelport Inc.	  	Yes
	 Travelport Norway AS
	  	Norway	  	Immaterial Subsidiary	  	 Auth: 200,000
 Issued:
200,000
	  	 	100	% 	 	Travelport Denmark AS	  	No
	 Travelport Operations, Inc.
	  	Delaware	  	N/A	  	Auth: 1,000 Issued: 100	  	 	100	% 	 	Travelport Inc.	  	Yes
	 Travelport Peru S.R.L.
	  	Peru	  	Immaterial Subsidiary	  	Auth: 2,636,510 Issued: 2,636,510	  	 	100	% 	 	Worldspan S.A. Holdings II LLC (10%); Worldspan South American Holdings LLC (90%)	  	Yes (65%)
	 Travelport Poland Sp z.o.o.
	  	Poland	  	Immaterial Subsidiary	  	Auth: 10,108 Issued: 10,108	  	 	100	% 	 	Travelport Services Limited	  	No
	 Travelport Romania Services S.R.L.
	  	Romania	  	Immaterial Subsidiary	  	 Auth: 10
 Issued:
10
	  	 	100	% 	 	Travelport Services Limited	  	No
	 Travelport Saudi Arabia LLC
	  	Saudi Arabia	  	Excluded Subsidiary	  	Auth: 500,000 Issued: 500,000	  	 	100	% 	 	Galileo Portugal Limited (10%); Timas Limited (90%)	  	No
	 Travelport Services Limited
	  	United Kingdom	  	N/A	  	Auth: 5,000,000 Issued: 577,450	  	 	100	% 	 	Travelport, LP	  	Yes
	 Travelport Services LLC
	  	Delaware	  	N/A	  	 Auth: 100

Issued:100
	  	 	100	% 	 	Travelport LLC	  	Yes
	 Travelport Southern Africa (Proprietary) Limited
	  	South Africa	  	Immaterial Subsidiary	  	Auth: 1,000 Issued: 1	  	 	100	% 	 	Travelport Global Distribution System B.V.	  	No
	 Travelport Sweden AB
	  	Sweden	  	N/A	  	Auth: 5,100 Issued: 5,100	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	Yes
	 Travelport Switzerland AG
	  	Switzerland	  	N/A	  	 Auth: 200
 Issued:
200
	  	 	100	% 	 	Travelport Investor (Luxembourg) S.à r.l.	  	Yes
	 Travelport Taiwan Co. Limited
	  	Taiwan	  	Immaterial Subsidiary	  	 Auth: 1,000,000
 Issued:
100,000
	  	 	100	% 	 	 Southern Cross Distribution

Systems Pty. Ltd.
	  	No









															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 Travelport Travel Germany Verwaltungs GmbH (in liquidation)
	  	Germany	  	Immaterial Subsidiary	  	Auth: 25,000 Issued: 25,000	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l..	  	No
	 Travelport Venezuela, C.V.
	  	Venezuela	  	Immaterial Subsidiary	  	 Auth: 74
 Issued:
74
	  	 	100	% 	 	Travelport (Luxembourg) S.à r.l.	  	No
	 Travelport, LP
	  	Delaware	  	N/A	  	N/A	  	 	100	% 	 	99.996% – Travelport Holdings, LLC, 0.004% – Worldspan LLC	  	Yes
	 Waltonville Limited
	  	Gibraltar	  	N/A	  	Auth: 2,100 Issued: 2,100	  	 	100	% 	 	Travelport Limited	  	Yes
	 WORLDSPAN BBN Holdings, LLC
	  	California	  	N/A	  	 Auth: 100
 Issued:
100
	  	 	100	% 	 	Travelport, LP	  	Yes
	 WORLDSPAN Digital Holdings, LLC
	  	Delaware	  	N/A	  	 Auth: 100
 Issued:
100
	  	 	100	% 	 	Travelport, LP	  	Yes
	 Worldspan Dutch Holdings B.V.
	  	Netherlands	  	Immaterial Subsidiary	  	 Auth: 2,000
 Issued:
400
	  	 	100	% 	 	Travelport Services Limited	  	No
	 WORLDSPAN IJET HOLDINGS, LLC
	  	Delaware	  	N/A	  	 Auth: 100
 Issued:
100
	  	 	100	% 	 	Travelport, LP	  	Yes
	 Worldspan LLC
	  	Delaware	  	N/A	  	N/A	  	 	100	% 	 	Travelport Holdings, LLC	  	Yes
	 WORLDSPAN OPENTABLE HOLDINGS, LLC
	  	Georgia	  	N/A	  	N/A	  	 	100	% 	 	Travelport, LP	  	Yes
	 WORLDSPAN S.A. HOLDINGS II, L.L.C.
	  	Georgia	  	N/A	  	N/A	  	 	100	% 	 	Travelport, LP	  	Yes
	 Worldspan Services Chile Limitada
	  	Chile	  	Immaterial Subsidiary	  	 5,494,000 units belonging to WSAH
  

5,500 units belonging to
 Travelport,
LP
	  	 	100	% 	 	Worldspan South American Holdings LLC	  	Yes (65%)
	 Worldspan Services Costa Rica, SRL
	  	Costa Rica	  	Immaterial Subsidiary	  	 Auth: 10
 Issued:
10
	  	 	100	% 	 	Worldspan South American Holdings LLC	  	Yes (65%)









															
	 Entity
	  	 Jurisdiction of
Incorporation
or
Formation
	  	 If not a

Guarantor,
Immaterial
Subsidiary,
Unrestricted
Subsidiary or
Excluded
Subsidiary
	  	 Issued and
Outstanding
Equity

Interests
	  	Percentage
Owned	 	 	 Owner(s)
	  	 Pledged

	 Worldspan Services Hong Kong Limited (in liquidation)
	  	Hong Kong	  	Immaterial Subsidiary	  	Auth: 1,000 Issued: 2	  	 	100	% 	 	Travelport Services Limited	  	No
	 Worldspan Services Singapore Pte Ltd.
	  	Singapore	  	Immaterial Subsidiary	  	Auth: 2 Issued: 2	  	 	100	% 	 	Travelport International Limited	  	No
	 WORLDSPAN South American Holdings LLC
	  	Georgia	  	N/A	  	N/A	  	 	100	% 	 	Travelport, LP	  	Yes
	 Worldspan StoreMaker Holdings, LLC
	  	Delaware	  	N/A	  	N/A	  	 	100	% 	 	Travelport, LP	  	Yes
	 Worldspan Technologies Inc.
	  	Delaware	  	N/A	  	100 shares	  	 	100	% 	 	Travelport Inc.	  	Yes
	 Worldspan Viator Holdings, LLC
	  	Delaware	  	N/A	  	N/A	  	 	100	% 	 	Travelport, LP	  	Yes
	 WORLDSPAN XOL LLC
	  	Georgia	  	N/A	  	N/A	  	 	100	% 	 	Travelport, LP	  	Yes
	 WS Financing Corp.
	  	Delaware	  	N/A	  	100	  	 	100	% 	 	Travelport, LP	  	Yes








 SCHEDULE 7.01(b) — EXISTING LIENS 

None. 







 SCHEDULE 7.02(f) – EXISTING INVESTMENTS 

Contemplated Investments 
 None.

 Investments in existence as of the Closing Date: 
 Letters of Credit issued on behalf of Orbitz Worldwide, Inc. from time to time in an aggregate amount not exceeding $75 million. 

 

					
	 Name of Person in whom Investment exists
	  	 Percentage of Ownership
	  	 Type of Ownership

	 Orbitz Worldwide, Inc.
	  	approximately 46%	  	Stock Ownership
	 Uniglobe.com Inc.
	  	833,333 shares	  	Stock Ownership
	 Passkey.com, Inc.
	  	303,030 shares	  	Stock Ownership
	 Travelprice.com, Inc.
	  	526,778 shares	  	Stock Ownership
	 SITA, Inc.
	  	3,845,120 shares	  	Stock Ownership
	 ET-China Holdings Limited
	  	2,105,489 shares	  	Stock Ownership
	 Bay Area Travel, Inc.
	  	140,000 shares	  	Stock Ownership
	 Digital Travel.com, Inc.
	  	31,152 Series A Convertible Preferred stock	  	Stock Ownership
	 IJet Travel Intelligence, Inc.
	  	 7,622 common stock
 152,439
Series BP
	  	Stock Ownership
	 Passkey.com, Inc.
	  	143,939 Series D Convertible stock	  	Stock Ownership
	 The Storemaker.com Inc.
	  	 5,883 Preferred Stock
 233,500
Series B Preferred stock
 134,295 Series C Preferred stock
	  	Stock Ownership
	 eNett International (Jersey) Limited
	  	60%	  	Stock Ownership; By Contract
	 10Best.com, Inc.
	  	50,000 shares	  	Stock Ownership








 SCHEDULE 7.03(b) — EXISTING INDEBTEDNESS 

None. 







 SCHEDULE 7.04(f) — PERMITTED SUBSIDIARY FUNDAMENTAL CHANGES 

4Oceans Limited 







 SCHEDULE 7.05(k) — DISPOSITIONS 

4Oceans Limited 







 SCHEDULE 7.05(m) — PERMITTED SUBSIDIARY DISPOSITIONS 

None. 







 SCHEDULE 7.08 — TRANSACTIONS WITH AFFILIATES 

None. 







 SCHEDULE 7.09 — EXISTING RESTRICTIONS 

None. 







 SCHEDULE 10.02 — ADMINISTRATIVE AGENT’S OFFICE, 

CERTAIN ADDRESSES FOR NOTICES 
 Administrative Agent 
 Credit Suisse AG 

Eleven Madison Avenue, Floor 23 
 New York, NY
10010 
 Attention: Sean Portrait, Agency Manager 
 Telephone No.: (919) 994-6369 
 Facsimile No.: (212) 322-2291 

Email: agency.loanops@creditsuisse.com 

Bank Name: The Bank of New York 
 City and
State: New York, NY 
 ABA Routing Number: 021 000 018 
 Account Name: CS Agency Cayman 
 Account Number: 890-0492-627 

The Borrower 
 Travelport LLC

 300 Galleria Parkway 
 Atlanta,
Georgia 
 30339 
 Attn: Chief Legal
Officer 
 Fax: (770) 563-7878 

http://www.travelport.com/