Credit Agreement


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 Exhibit 10.1 
 EXECUTION VERSION 
  
  

 
 CREDIT AGREEMENT 

dated as of May 8, 2012, 
 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, 
 UBS SECURITIES LLC, 
 DEUTSCHE BANK SECURITIES INC. 

and 
 J.P. MORGAN
SECURITIES LLC, 
 as Joint Bookrunners and Joint Lead Arrangers, 

and 
 UBS
SECURITIES LLC, 
 as Syndication Agent 
  

 
  






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 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. 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 THE 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) 






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 TABLE OF CONTENTS 

 
  

							
	 	 	 	  	Page	 
	ARTICLE I	  			
		
	Definitions and Accounting Terms	  			
			
	 SECTION 1.01.
	 	Defined Terms	  	 	2	  
	 SECTION 1.02.
	 	Other Interpretive Provisions	  	 	51	  
	 SECTION 1.03.
	 	Accounting Terms	  	 	52	  
	 SECTION 1.04.
	 	Rounding	  	 	52	  
	 SECTION 1.05.
	 	References to Agreements, Laws, Etc.	  	 	52	  
	 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	  	 	53	  
	 SECTION 2.02.
	 	Borrowings, Conversions and Continuations of Loans	  	 	54	  
	 SECTION 2.03.
	 	[Reserved]	  	 	56	  
	 SECTION 2.04.
	 	[Reserved]	  	 	56	  
	 SECTION 2.05.
	 	Prepayments	  	 	56	  
	 SECTION 2.06.
	 	[Reserved]	  	 	63	  
	 SECTION 2.07.
	 	Repayment of Loans	  	 	63	  
	 SECTION 2.08.
	 	Interest	  	 	63	  
	 SECTION 2.09.
	 	Fees	  	 	64	  
	 SECTION 2.10.
	 	Computation of Interest and Fees	  	 	64	  
	 SECTION 2.11.
	 	Evidence of Indebtedness	  	 	64	  
	 SECTION 2.12.
	 	Payments Generally	  	 	65	  
	 SECTION 2.13.
	 	Sharing of Payments	  	 	67	  
	 SECTION 2.14.
	 	Incremental Loans	  	 	67	  
	 SECTION 2.15.
	 	Loan Modification Offers	  	 	70	  
		
	ARTICLE III	  			
		
	Taxes, Increased Costs Protection and Illegality	  			
			
	 SECTION 3.01.
	 	Taxes	  	 	71	  
	 SECTION 3.02.
	 	Illegality	  	 	74	  
	 SECTION 3.03.
	 	Inability To Determine Rates	  	 	75	  
	 SECTION 3.04.
	 	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans	  	 	75	  
	 SECTION 3.05.
	 	Funding Losses	  	 	76	  


  
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	 SECTION 3.06.
	 	Matters Applicable to All Requests for Compensation	  	 	77	  
	 SECTION 3.07.
	 	Replacement of Lenders under Certain Circumstances	  	 	78	  
	 SECTION 3.08.
	 	Survival	  	 	79	  
		
	ARTICLE IV	  			
		
	Conditions Precedent to Effectiveness	  			
			
	 SECTION 4.01.
	 	Conditions to Effectiveness	  	 	79	  
		
	ARTICLE V	  			
		
	Representations and Warranties	  			
			
	 SECTION 5.01.
	 	Existence, Qualification and Power; Compliance with Laws	  	 	82	  
	 SECTION 5.02.
	 	Authorization; No Contravention	  	 	82	  
	 SECTION 5.03.
	 	Governmental Authorization; Other Consents	  	 	83	  
	 SECTION 5.04.
	 	Binding Effect	  	 	83	  
	 SECTION 5.05.
	 	Financial Statements; No Material Adverse Effect	  	 	83	  
	 SECTION 5.06.
	 	Litigation	  	 	84	  
	 SECTION 5.07.
	 	No Default	  	 	84	  
	 SECTION 5.08.
	 	Ownership of Property; Liens	  	 	84	  
	 SECTION 5.09.
	 	Environmental Compliance	  	 	84	  
	 SECTION 5.10.
	 	Taxes	  	 	85	  
	 SECTION 5.11.
	 	ERISA Compliance	  	 	85	  
	 SECTION 5.12.
	 	Subsidiaries; Equity Interests	  	 	86	  
	 SECTION 5.13.
	 	Margin Regulations; Investment Company Act	  	 	86	  
	 SECTION 5.14.
	 	Disclosure	  	 	87	  
	 SECTION 5.15.
	 	Intellectual Property; Licenses, Etc.	  	 	87	  
	 SECTION 5.16.
	 	Solvency	  	 	87	  
	 SECTION 5.17.
	 	Subordination of Subordinated Financing	  	 	87	  
	 SECTION 5.18.
	 	Labor Matters	  	 	87	  
	ARTICLE VI	  			
		
	Affirmative Covenants	  			
			
	 SECTION 6.01.
	 	Financial Statements	  	 	88	  
	 SECTION 6.02.
	 	Certificates; Other Information	  	 	89	  
	 SECTION 6.03.
	 	Notices	  	 	91	  
	 SECTION 6.04.
	 	Payment of Obligations	  	 	91	  
	 SECTION 6.05.
	 	Preservation of Existence, Etc.	  	 	91	  
	 SECTION 6.06.
	 	Maintenance of Properties	  	 	92	  
	 SECTION 6.07.
	 	Maintenance of Insurance	  	 	92	  
	 SECTION 6.08.
	 	Compliance with Laws	  	 	92	  
	 SECTION 6.09.
	 	Books and Records	  	 	92	  
	 SECTION 6.10.
	 	Inspection Rights	  	 	92	  


  
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	 SECTION 6.11.
	 	Covenant to Guarantee Obligations and Give Security	  	 	93	  
	 SECTION 6.12.
	 	Compliance with Environmental Laws	  	 	95	  
	 SECTION 6.13.
	 	Further Assurances	  	 	95	  
	 SECTION 6.14.
	 	Designation of Subsidiaries	  	 	96	  
	 SECTION 6.15.
	 	Flood Insurance	  	 	97	  
	 SECTION 6.16.
	 	Orbitz Indebtedness	  	 	97	  
	 SECTION 6.17.
	 	Post-Closing Matters	  	 	97	  
		
	ARTICLE VII	  			
		
	Negative Covenants	  			
			
	 SECTION 7.01.
	 	Liens	  	 	98	  
	 SECTION 7.02.
	 	Investments	  	 	102	  
	 SECTION 7.03.
	 	Indebtedness	  	 	107	  
	 SECTION 7.04.
	 	Fundamental Changes	  	 	112	  
	 SECTION 7.05.
	 	Dispositions	  	 	114	  
	 SECTION 7.06.
	 	Restricted Payments	  	 	116	  
	 SECTION 7.07.
	 	Change in Nature of Business	  	 	119	  
	 SECTION 7.08.
	 	Transactions with Affiliates	  	 	119	  
	 SECTION 7.09.
	 	Burdensome Agreements	  	 	120	  
	 SECTION 7.10.
	 	Use of Proceeds	  	 	121	  
	 SECTION 7.11.
	 	Maximum Total Leverage Ratio	  	 	121	  
	 SECTION 7.12.
	 	Maximum Senior Secured Leverage Ratio	  	 	122	  
	 SECTION 7.13.
	 	Accounting Changes	  	 	122	  
	 SECTION 7.14.
	 	Prepayments, Etc. of Indebtedness	  	 	122	  
	 SECTION 7.15.
	 	Equity Interests of the Borrower and Restricted Subsidiaries	  	 	123	  
	 SECTION 7.16.
	 	Holding Company; Foreign Subsidiaries	  	 	123	  
		
	ARTICLE VIII	  			
		
	Events of Default and Remedies	  			
			
	 SECTION 8.01.
	 	Events of Default	  	 	123	  
	 SECTION 8.02.
	 	Remedies upon Event of Default	  	 	126	  
	 SECTION 8.03.
	 	Exclusion of Immaterial Subsidiaries	  	 	127	  
	 SECTION 8.04.
	 	Application of Funds	  	 	127	  
	 SECTION 8.05.
	 	Borrower’s Right to Cure	  	 	128	  
		
	ARTICLE IX	  			
		
	Administrative Agent and Other Agents	  			
			
	 SECTION 9.01.
	 	Appointment and Authorization of Agents	  	 	129	  
	 SECTION 9.02.
	 	Delegation of Duties	  	 	130	  
	 SECTION 9.03.
	 	Liability of Agents	  	 	130	  
	 SECTION 9.04.
	 	Reliance by Agents	  	 	130	  


  
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	 SECTION 9.05.
	  	Notice of Default	  	 	131	  
	 SECTION 9.06.
	  	Credit Decision; Disclosure of Information by Agents	  	 	131	  
	 SECTION 9.07.
	  	Indemnification of Agents	  	 	132	  
	 SECTION 9.08.
	  	Agents in their Individual Capacities	  	 	132	  
	 SECTION 9.09.
	  	Successor Agents	  	 	133	  
	 SECTION 9.10.
	  	Administrative Agent May File Proofs of Claim	  	 	134	  
	 SECTION 9.11.
	  	Collateral and Guaranty Matters	  	 	135	  
	 SECTION 9.12.
	  	Other Agents and Arrangers	  	 	137	  
	 SECTION 9.13.
	  	Appointment of Supplemental Administrative Agents	  	 	137	  
		
	ARTICLE X	  			
		
	Miscellaneous	  			
			
	 SECTION 10.01.
	  	Amendments, Etc.	  	 	139	  
	 SECTION 10.02.
	  	Notices and Other Communications; Facsimile Copies	  	 	142	  
	 SECTION 10.03.
	  	No Waiver; Cumulative Remedies	  	 	145	  
	 SECTION 10.04.
	  	Attorney Costs and Expenses	  	 	145	  
	 SECTION 10.05.
	  	Indemnification by the Borrower	  	 	146	  
	 SECTION 10.06.
	  	Payments Set Aside	  	 	147	  
	 SECTION 10.07.
	  	Successors and Assigns	  	 	147	  
	 SECTION 10.08.
	  	Confidentiality	  	 	151	  
	 SECTION 10.09.
	  	Setoff	  	 	152	  
	 SECTION 10.10.
	  	Interest Rate Limitation	  	 	153	  
	 SECTION 10.11.
	  	Counterparts	  	 	153	  
	 SECTION 10.12.
	  	Integration	  	 	153	  
	 SECTION 10.13.
	  	Survival of Representations and Warranties	  	 	153	  
	 SECTION 10.14.
	  	Severability	  	 	154	  
	 SECTION 10.15.
	  	Tax Forms	  	 	154	  
	 SECTION 10.16.
	  	GOVERNING LAW; SERVICE OF PROCESS	  	 	156	  
	 SECTION 10.17.
	  	WAIVER OF RIGHT TO TRIAL BY JURY	  	 	157	  
	 SECTION 10.18.
	  	Binding Effect	  	 	158	  
	 SECTION 10.19.
	  	Judgment Currency	  	 	158	  
	 SECTION 10.20.
	  	Lender Action	  	 	158	  
	 SECTION 10.21.
	  	PATRIOT ACT	  	 	158	  
	 SECTION 10.22.
	  	Intercreditor Agreements	  	 	158	  
	 SECTION 10.23.
	  	No Fiduciary Relationship	  	 	159	  

 SCHEDULES 
  

					
		 	1.01A	    	 Certain Security Interests and Guarantees

		 	1.01B	    	 Unrestricted Subsidiaries

		 	1.01C	    	 Excluded Subsidiaries

		 	2.01	    	 Commitments

		 	5.05	    	 Certain Liabilities

		 	5.09(b)	    	 Environmental Matters



  
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		 	5.09(d)	    	Hazardous Materials
		 	5.10	    	Taxes
		 	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	    	Note
		 	C	    	Compliance Certificate
		 	D	    	Assignment and Assumption
		 	E	    	Guaranty
		 	F	    	Security Agreement
		 	G	    	Intellectual Property Security Agreement
		 	H	    	First Lien Intercreditor Agreement
		 	I	    	Second Lien Intercreditor Agreement


  
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 CREDIT AGREEMENT dated as of May 8, 2012, 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 and not otherwise defined herein shall have the
respective meanings set forth for such terms in Section 1.01 hereof; 
 WHEREAS the Borrower has, prior to the date hereof,
incurred indebtedness under the First Lien Credit Agreement, including the Non-Extended Term Loans (as defined therein) and the Extended Term Loans (as defined therein); 
 WHEREAS the Lenders have agreed to make Loans to the Borrower, on the terms and subject to the conditions set forth herein, in an aggregate principal amount equal to $175,000,000; 

WHEREAS the proceeds of the Loans are to be used solely to refinance in full the Non-Extended Term Loans and a portion of the Extended
Term Loans and to pay accrued interest, fees and expenses in connection therewith; 
 WHEREAS this Agreement constitutes a
“First Lien Credit Agreement” under the Second Lien Debt Documents and the Loans to be incurred hereunder on the Closing Date constitute “Permitted Refinancing Indebtedness” under the First Lien Credit Agreement and “First
Lien Credit Agreement Permitted Refinancing Indebtedness” under the Second Lien Indenture; 
 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; and 
 WHEREAS the Obligations hereunder will be secured by the Collateral on a junior priority basis to the “Obligations” under the First Lien Debt Documents and on a senior priority basis to the
“Obligations” under the Second Lien Debt Documents. 
 NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree as follows: 






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 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: 
 “2014 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. 
 “2014 Senior Notes Indenture” means the Indenture for the 2014 Senior Notes, dated as of August 23, 2006. 
 “2016 Senior Notes” means $250,000,000 in aggregate principal amount of the Borrower’s 9% senior dollar fixed rate notes due 2016. 

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

 “5% Shareholder” means any Person that, to the knowledge of the Borrower (after due inquiry), together with
its Affiliates, directly or indirectly holds 5% or more of the outstanding Equity Interests of Holdings and shall include the Affiliates of any such Person. 
 “10% Shareholder” means any Person that, together with its Affiliates, directly or indirectly holds 10% or more of the outstanding Equity Interests of Holdings and shall include the
Affiliates of any such Person. 
 “Accepting Lenders” has the meaning specified in Section 2.15(a).

 “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”. 

“Additional Lender” has the meaning specified in Section 2.14. 

“Adjusted Excess Cash Flow” has the meaning specified in Section 2.05(b)(i). 

  
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 “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, with respect to any currency,
the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency 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. 
 “Affected Class” has the meaning specified in
Section 2.15(a). 
 “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 Collateral
Agent, the Syndication Agent, the Arrangers and the Supplemental Administrative Agents (if any). 
 “Agreement”
means this Credit Agreement. 
 “Agreement Currency” has the meaning specified in Section 10.19.

 “Applicable Discount” has the meaning specified in Section 2.05(f)(iii). 

“Applicable Rate” means (a) with respect to any Base Rate Loan, 8.50% per annum, and (b) with respect to
any Eurocurrency Rate Loan, 9.50% per annum. 

  
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 “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, UBS Securities LLC, Deutsche Bank Securities Inc. and J.P. Morgan
Securities LLC, each in its capacity as a Joint Bookrunner and a 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. 
 “Auction” has the meaning specified in Section 2.05(f)(i). 

“Auction Amount” has the meaning specified in Section 2.05(f)(i). 

“Auction Notice” has the meaning specified in Section 2.05(f)(i). 

“Audited Financial Statements” means the audited consolidated balance sheets of Holdings and its Subsidiaries as of each
of December 31, 2011, 2010 and 2009, and the related audited consolidated statements of income, stockholders’ equity and cash flows for Holdings and its Subsidiaries for the fiscal years ended December 31, 2011, 2010 and 2009,
respectively. 
 “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. 

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

 “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 Class and Type 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, 

  
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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. 

“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; 

  
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 (d) commercial paper and variable or fixed rate notes issued by an
Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s,
in each case with average maturities of not more than 12 months from the date of acquisition thereof; 

(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or
recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or
(ii) any member nation of the European Union, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the
amount of the repurchase obligations; 
 (f) securities with average maturities of 12 months or less from
the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an
investment grade rating from either S&P or Moody’s (or the equivalent thereof); 
 (g) Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; 

(h) 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. 

  
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 “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 Closing Date, 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) 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 outstanding voting stock of Holdings and (y) the percentage of the then outstanding voting stock 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 

  
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 (b) any “Change of Control” (or any comparable term) in any
document pertaining to any Senior Lien Indebtedness, any Pari Passu Lien Indebtedness, any Junior Lien Indebtedness, any Second Lien Indebtedness, the High Yield 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” means (a) as applied to Lenders, the Lenders having outstanding Loans; provided that if any Other
Loans are outstanding, the Lenders having such Other Loans shall be treated as a separate Class with respect to such Other Loans, and (b) as applied to any Loan or Borrowing, the Loans; provided that if any Other Loans are outstanding,
such Other Loans shall be treated as a separate Class. 
 “Closing Date” means May 8, 2012. 

“Code” means the U.S. Internal Revenue Code of 1986, as amended. 

“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; 

  
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 (d) the Obligations and the Guaranties shall have been secured by a
perfected security interest (which such security interest shall be (x) junior in priority to any Senior Liens, (y) senior in priority to any Junior Liens or Second Liens and (z) pari passu in priority to any Pari Passu Liens) 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, Intermediate Parent, TDS Intermediate Parent, any other 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 (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) such deposit accounts or other bank or securities accounts, the average daily balance of which has not, for any period of twenty (20) consecutive Business Days after the First
Lien Fourth Amendment Restatement Effective Date, exceeded $5,000,000 for any such account), maintained by the Borrower or any Domestic Guarantor with any depositary bank or securities intermediary, the Collateral Agent shall have, subject to
Section 6.17, 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
neither the Borrower nor any Domestic Guarantor shall be required to deliver any such control agreement with respect to any domestic deposit account or other domestic bank and securities account until all Senior Lien Indebtedness has been paid in
full and there are 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); 

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


  
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 (h) subject to Section 6.17, the Collateral Agent shall have
received (i) counterparts of a Mortgage (which such Mortgage shall be (x) junior in priority to any Senior Liens, (y) senior in priority to any Junior Liens or Second Liens and (z) pari passu in priority to any Pari Passu Liens)
with respect to (A) the owned real property of the Loan Parties located at 5350 South Valentia Way, Greenwood Village, Colorado and (B) each other owned property that has a book value in excess of $7,250,000 referred to in
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 (which such Lien shall be (x) junior in priority to any Senior Liens, (y) senior in priority to any Junior Liens or Second Liens and (z) pari
passu in priority to any Pari Passu Liens), 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, Holdings and the Borrower shall use commercially
reasonable best efforts to ensure that, 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, pursuant to a guarantee in form and
substance reasonably satisfactory to the Administrative Agent, 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; 
 (j) subject to
Section 6.17 and clause (k) below, Holdings and the Borrower shall use commercially reasonable best efforts to ensure that, 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 perfected security interest (which such security interest shall be (x) junior in priority to
any Senior Liens, (y) senior in priority to any Junior Liens or Second Liens and (z) pari passu in priority to any Pari Passu Liens) in: (i) 100% of the Equity Interests of each direct wholly owned Foreign Subsidiary of Holdings (to
the extent not already subject to a 100% pledge pursuant to clause (d) above), (ii) 100% of the issued and outstanding non-voting Equity Interests of each direct wholly owned Foreign Subsidiary of a Guarantor (other than Holdings) or of
the Borrower (to the extent not already subject to a 100% pledge pursuant to clause (d) above) and (iii) 65% (or, at the election of the Borrower, such greater percentage as shall not result in the consequences referred


  
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to above) of the issued and outstanding voting Equity Interests of each direct wholly owned Foreign Subsidiary of a Guarantor (other than Holdings) or of the Borrower (to the extent not already
subject to a 65% pledge pursuant to clause (d) above); provided that with respect to each direct wholly owned Foreign Subsidiary of a Guarantor (other than Holdings) or of the Borrower the non-voting Equity Interests of such Foreign
Subsidiary pledged pursuant to the foregoing clause (ii) and voting Equity Interests of such Foreign Subsidiary pledged pursuant to the foregoing clause (iii) shall collectively not exclude more than an immaterial portion of the economic
value of such Foreign Subsidiary; and 
 (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 pledge 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. 
 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 

  
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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 Requirements other than pursuant to Section 6.16. 

Notwithstanding anything to the contrary herein or in any other Loan Document, (a) the Obligations and Guaranties shall not be
secured by any Person’s rights, title or interest in or to the Second Lien Notes held by such Person and (b) no Liens shall be permitted to exist directly or indirectly on the Second Lien Tranche A Intercompany Note or the Second Lien
Series A Notes until the Permitted Transfer Date. 
 “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, in each case in form and substance reasonably satisfactory to the Administrative Agent. 

“Collateral Trigger Date” means the date on which the Borrower shall deliver a notice to the Administrative Agent,
certified in good faith by a Responsible Officer of the Borrower, together with any supporting documentation and calculations reasonably requested by the Administrative Agent, stating that the Obligations have been, pursuant to the Collateral
Documents, (a) guaranteed by and (b) secured by valid and perfected Liens (which Liens shall be, pursuant to the Intercreditor Agreements, (i) junior in priority to any Senior Liens, (ii) senior in priority to any Junior Liens or
any Second Liens and (iii) pari passu in priority to any Pari Passu Liens) on 100% of the Equity Interests in, Subsidiaries representing on a non-consolidated basis no less than 80% of Consolidated EBITDA for the then most recently ended Test
Period. 
 “Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans
hereunder in a maximum principal amount not to exceed the amount set forth for such Lender on Schedule 2.01, as the same may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 10.07. 
 “Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of
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. 

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

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

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

“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; 

(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; 

  
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 (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 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; 

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, 

  
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 (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) (A) there shall be included in determining Consolidated EBITDA for any period, without duplication,
(x) the Acquired EBITDA of any Person, property, business or asset acquired by Holdings, 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, the Borrower or such 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) and (y) 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
(B) 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 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


  
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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) (i) accruals and reserves that are established within twelve months after the First Lien Original Closing Date that are so required to be established as a result of the First
Lien Original Closing Date Transactions in accordance with GAAP and (ii) 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 

  
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amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Borrower and the Restricted Subsidiaries),
as a result of any acquisition consummated prior to the 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) and Section 7.01(cc)) 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; provided further that notwithstanding the foregoing, Consolidated
Total Debt shall include all outstanding Indebtedness in respect of the Second Lien Notes. 
 “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 Senior Lien or a Pari Passu Lien on any asset or property of Holdings, the Borrower or any of its Restricted
Subsidiaries. 

  
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 “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 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 L/C Obligations), Pari Passu Lien Indebtedness, Junior Lien Indebtedness and Second 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
First Lien Original Closing Date, as elected or appointed after giving effect to the First Lien Original Closing Date Transactions, 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 stockholders
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”. 

“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. 
 “Default” means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 
 “Default
Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan,
the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws. 

  
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 “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. 
 “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 of the Borrower
delivered to the Administrative Agent, 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). 
 “Discount Range” has the meaning specified in Section 2.05(f)(i). 

“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. 
 “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 Maturity Date. 

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

 “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. 
 “Eligible Assignee” means any Assignee
permitted by and consented to in accordance with Section 10.07(b). 
 “Environmental Laws” means any and
all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of
the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous 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. 

  
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 “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. 
 “Eurocurrency Rate Loan” means a
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 

  
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 (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 (e) 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, (B) any Mandatory Bond Prepayments and (C) the amount of any mandatory prepayment of Loans pursuant to Section 2.05(b)(ii) or any
mandatory prepayment of Pari Passu Lien Indebtedness (including as a result of any mandatory offer to repurchase, redeem or prepay 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 or 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 

  
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(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 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 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. 

  
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 “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly
owned Subsidiary of Holdings, (b) each Subsidiary listed on Schedule 1.01C, (c) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that is a Subsidiary of
(i) a Foreign Subsidiary of the Borrower or (ii) a Foreign Subsidiary (other than an Intermediate Holding Company or a Subsidiary of the Borrower) of Holdings, (e) 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 (e) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, and (f) 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. 
 “Failed Auction” has the meaning specified in Section 2.05(f)(iii).

 “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 (effective as of the date
hereof) and any regulations promulgated thereunder. 
 “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.

 “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 Fourth Amended and Restated Credit
Agreement, dated as of August 23, 2006, as amended and restated on September 30, 2011, 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 


  
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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 (other than this
Agreement). 
 “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 Closing Date. 
 “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 Amendment and Restatement 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 L/C Obligations” has the meaning specified in
the First Lien Credit Agreement as in effect on the date hereof. 
 “First Lien Letter of Credit” means any
Letter of Credit issued and outstanding under the First Lien Credit Agreement. 
 “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. 

“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 Secured Hedge Agreements” means
“Secured Hedge Agreements” as defined in the First Lien Credit Agreement. 

  
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 “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 Synthetic
L/C Issuer” means “Synthetic L/C Issuer” 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 and any
replacements or substitutions therefor supporting a synthetic letter of credit facility. 
 “First Lien Tranche S
Collateral Account Agreement” means “Tranche S Collateral Account Agreement” 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 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 Disposition” has the meaning specified in Section 2.05(b)(ii)(C). 

“Foreign Guarantor” means any Guarantor that is not a Domestic Guarantor. 

“Foreign Holdco” means a direct wholly owned Subsidiary of Holdings which shall hold all of Holdings’ interests in
all of its other Foreign Subsidiaries. 
 “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. 

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

“Funded Debt” means all Indebtedness of 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 and Indebtedness under the First Lien Debt Documents or the Second Lien Debt
Documents, any Pari Passu Lien Indebtedness, any Junior Lien Indebtedness, any Second Lien Indebtedness, any High Yield 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 First Lien Original
Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith. 
 “Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, 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
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in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and
reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 
 “Guarantor” means each Person that is required to and has unconditionally guaranteed all Obligations to the extent set forth in the definition of “Collateral and Guarantee
Requirement”. 
 “Guaranty” means (a) the 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 guaranty and guaranty supplement delivered pursuant to Section 6.11 or 6.17, in each case in form
and substance reasonably satisfactory to the Administrative Agent. 
 “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 and Senior Subordinated 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 Indentures and the Senior Subordinated 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 on March 22, 2012.

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

  
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 “Incremental Facility Closing Date” has the meaning specified in
Section 2.14. 
 “Incremental Loan Amount” means, at any time, the excess, if any, of (a) $72,500,000
over (b) the aggregate principal amount of all Incremental Loans (other than any Incremental Refinancing Loans) incurred prior to such time pursuant to Section 2.14. 
 “Incremental Loans” has the meaning specified in Section 2.14. 
 “Incremental Refinancing Loans” means any Incremental Loans incurred to refinance any Loans or any Senior Lien Indebtedness then outstanding; provided that 100% of the Net Cash
Proceeds of such Incremental Loans are used substantially concurrently with the incurrence thereof to prepay, repay, repurchase, redeem or otherwise satisfy and discharge such Loans or such Senior Lien Indebtedness. 

“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 

  
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 (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. 
 “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. 

“Intellectual Property Security Agreement” means the 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, the Junior Lien Intercreditor Agreements and the Second Lien Intercreditor Agreements. 
 “Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided that
if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the
last Business Day of each March, June, September and December 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: 

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

  
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 (b) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 

(c) no Interest Period shall extend beyond the Maturity Date. 

“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. 
 “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 Transaction” means, collectively, (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 Administrative Agent for the benefit of the Secured Parties. 

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

“IRS” means the United States Internal Revenue Service. 

“Judgment Currency” has the meaning specified in Section 10.19. 

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

 “Junior Lien Intercreditor Agreement” means an intercreditor agreement in form and substance satisfactory to
the Administrative Agent providing for any Liens securing Indebtedness (and related obligations) to be junior in priority to the Liens securing the Obligations and setting forth the relative creditor rights. 

“Junior Liens” means Liens on all or a portion of the Collateral (and on no asset or property that is not Collateral)
securing Indebtedness (and related obligations), which Liens are junior 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 Junior Lien Intercreditor Agreement (and such Junior Lien
Intercreditor Agreement shall have been executed by the Loan Parties). 
 “Laws” means, collectively, all
international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law. 
 “Lender” means the Persons listed on
Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or an Incremental Amendment, 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


  
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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. 

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) each Incremental Amendment,
(d) each Loan Modification Agreement, (e) the Intercreditor Agreements and (f) the Guaranty and the other Collateral Documents. 
 “Loan Modification Agreement” shall mean a Loan Modification Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among the Borrower, the
other Loan Parties, one or more Accepting Lenders and the Administrative Agent. 
 “Loan Modification Offer”
has the meaning specified in Section 2.15(a). 
 “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. 
 “Mandatory Bond Prepayments” has the
meaning specified in the First Lien Credit Agreement as in effect on the date hereof. 
 “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 November 22, 2015. 

  
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 “Maximum Rate” has the meaning specified in Section 10.10. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

“Mortgage” means a document in form and substance reasonably satisfactory to the Administrative Agent. 

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

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

“Net Cash Proceeds” means: 
 (a) with respect to the Disposition of any asset by Holdings, the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents
received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with
respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of 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, any Permitted Refinancing Indebtedness, any Junior Lien Indebtedness, any Second 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


  
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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) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and
sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related
transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $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. 
 “Non-Cash Charges” has the meaning specified in the definition of the term “Consolidated EBITDA”. 
 “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 any Indebtedness 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 Indebtedness under 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, which shall be in substantially the form set forth in Exhibit B or in such other form reasonably satisfactory to the
Borrower, the Administrative Agent and the applicable Lender. 

  
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 “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. 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. 
 “OID” has the meaning specified in Section 2.14. 

“Orbitz Business” means the Persons whose assets and operations comprise the former Orbitz Worldwide Business division
of Holdings (as such division was comprised (other than de minimis portions) 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 a Subsidiary of Holdings that is part of the Orbitz Business 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. 

  
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 “Other Loans” means, collectively, (a) any Incremental Loans incurred
pursuant to Section 2.14 having terms different from the Loans made by the Lenders on the Closing Date and (b) any Loans having terms different from the Loans made by the Lenders on the Closing Date as a result of a Loan Modification Offer
made pursuant to Section 2.15. 
 “Other Sponsor” means another financial sponsor identified to the
Administrative Agent that is a purchaser of 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 Pari Passu Liens. 
 “Pari Passu Lien Intercreditor Agreement” means an intercreditor
agreement in form and substance satisfactory to the Administrative Agent providing for any Liens securing Indebtedness (and related obligations) to be pari passu in priority to the Liens securing the Obligations and setting forth the relative
creditor rights. 
 “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 Indebtedness (and related obligations), 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)(i). 

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

“PATRIOT ACT” has the meaning specified in Section 4.01(h). 

“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. 

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

  
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 “Permitted Amendments” has the meaning specified in Section 2.15(a).

 “Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings on or
after the Closing Date (and, after a Qualifying IPO, of the Borrower or an Intermediate Holding Company) to the extent permitted hereunder. 
 “Permitted Holders” means each of (a) the Sponsor, (b) the Management Stockholders and (c) the Other Sponsor; 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 outstanding voting stock of Holdings at
such time; provided further that if the Other Sponsor owns beneficially or of record more than fifteen percent (15%) of the outstanding voting stock 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. 
 “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(v), at the time thereof, no Event of Default shall have occurred and be continuing, (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is
Indebtedness permitted pursuant to Section 7.03(b), 7.03(t), 7.03(w) or 7.03(y), (i) to the extent such 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


  
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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 that is the obligor of the Indebtedness being modified, refinanced, refunded,
renewed or extended, (e) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Second Lien Indebtedness, such modification, refinancing, refunding, renewal or extension (and related obligations) constitutes
“Second Priority Claims” under a Second Lien Intercreditor Agreement and is secured by Second Liens and (f) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to
Section 7.03(u), such modification, refinancing, refunding, renewal or extension is unsecured or, if secured by any Lien on any property or assets of Holdings or any Subsidiary, the Liens on such property or assets are either Pari Passu Liens
or Junior Liens (and are not Senior Liens). 
 “Permitted Refinancing Indebtedness” means (a) Indebtedness
of the Borrower and any Guarantees thereof by the Guarantors incurred to refinance the Loans; provided that (i) the stated final maturity of such Indebtedness is not earlier than 91 days after the Maturity Date, 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 Maturity Date, 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 each Class of the Loans refinanced thereby, (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, within five (5) Business Days of the date of the incurrence
thereof, to repay or prepay all or any portion of the outstanding Loans (including any accrued interest), (v) if such Indebtedness or any Guarantee thereof is secured by any Lien on any property or assets of Holdings or any Subsidiary, the
Liens on such property or assets securing such Indebtedness or Guarantee are either Pari Passu Liens or Junior Liens (and are not Senior Liens) and (vi) both immediately prior and after giving effect thereto, no Default exists or would result
therefrom and (b) any Permitted Refinancing in respect of the Indebtedness referred to in clause (a) above. 

  
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 “Permitted Refinancing Indebtedness Documentation” means any documentation
governing any Permitted Refinancing Indebtedness. 
 “Permitted Transfer Date” has the meaning specified in the
PIK Credit Agreement attached as Exhibit A to Exhibit F (Amendment Agreement) to the Disclosure Statement, dated September 28, 2011, and filed by Holdings with the Securities and Exchange Commission. 

“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 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, in substantially the form attached as
Exhibit A to Exhibit F (Amendment Agreement) to the Disclosure Statement, dated September 28, 2011, and filed by Holdings with the Securities and Exchange Commission. 

“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. 
 “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
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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: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction,
(A) 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
(B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (ii) any retirement of Indebtedness and (iii) 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 (1) (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 (2) otherwise consistent with
the definition of Pro Forma Adjustment. Any provision of this Agreement that contains a requirement for the Borrower to be in Pro Forma Compliance or in compliance with the covenants set forth in Sections 7.11 and 7.12 on a Pro Forma Basis on a
date that is prior to the time that compliance with the covenants set forth in Sections 7.11 and 7.12 is otherwise applicable shall be deemed to require compliance with the levels applicable to compliance with the covenants set forth in
Sections 7.11 and 7.12 for the fiscal quarter ending June 30, 2012. 
 “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 at such time and the
denominator of which is the aggregate principal amount of the Commitments and Loans of all Lenders outstanding at such time; provided that if 

  
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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 Bids” has the meaning specified in Section 2.05(f)(iii). 

“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. 
 “Qualifying Lender” has the meaning specified in Section 2.05(f)(iv). 

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

“Rejection Notice” has the meaning specified in Section 2.05(b)(vi). 

“Reply Amount” has the meaning specified in Section 2.05(f)(ii). 

“Reply Discount” has the meaning specified in Section 2.05(f)(ii). 

“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 Holdings, any Affiliate of Holdings or any 10%
Shareholder shall be excluded for purposes of making a determination of Required Lenders. 
 “Responsible
Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party. Any document delivered hereunder that is signed by a Responsible
Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on
behalf of such Loan Party. 

  
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 “Restricted Payment” means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Equity Interest of 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’, the Borrower’s or any Restricted Subsidiary’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. 
 “Return Bid” has the meaning specified in Section 2.05(f)(ii). 
 “Return Bid Date” has the meaning specified in Section 2.05(f)(ii). 
 “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 Collateral Documents” has the meaning assigned to the term “Collateral
Documents” in the Second Lien Indenture. 
 “Second Lien Debt Documents” means each Second Lien Indenture,
the Second Lien Collateral Documents and the other “Loan Documents” (or any equivalent term) as defined in any Second Lien Indenture, including each mortgage and other security documents, guaranties and the notes, if any, issued
thereunder. For the avoidance of doubt, any Indebtedness incurred or outstanding pursuant to Section 7.03(w) shall be deemed to have been incurred and outstanding under the Second Lien Debt Documents. 

“Second Lien Indebtedness” means any Indebtedness secured by a Second Lien. 

“Second Lien Indenture” means that certain Indenture dated as of November 30, 2011, among the Loan Parties, Wells
Fargo Bank, National Association, acting through such of its branches or affiliates as it deems appropriate, as trustee and collateral agent, as amended, restated, supplemented or modified from time to time to the extent permitted by this Agreement
and the applicable Second Lien Intercreditor Agreement, and shall also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof permitted by this Agreement and the applicable Second Lien Intercreditor Agreement
(whether with the original lenders or with an administrative agent or agents or other lenders, whether provided under the original 

  
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Second Lien Indenture or any other credit or other indenture or agreement and whether entered into prior to, concurrently with or subsequent to the termination of the prior Second Lien
Indenture). Any reference to the Second Lien Indenture herein shall be deemed a reference to any Second Lien Indenture then in existence. 
 “Second Lien Intercreditor Agreement” means (a) the Intercreditor Agreement dated as of the date hereof, among the Administrative Agent, the Collateral Agent, Wells Fargo Bank,
National Association, as the Second Lien Trustee, Wells Fargo Bank, National Association, as the Second Lien Collateral Agent, the Borrower and the other Loan Parties, which shall be substantially in the form of Exhibit I, or (b) any
other 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 than those contained in Exhibit I (other than deficiency claim turnover provisions if the Secured
Parties are not subject to any deficiency claim turnover provisions pursuant to the terms of any Senior Lien Intercreditor Agreement at the time such Second Lien Intercreditor Agreement becomes effective (other than as a result of the exercise of
rights or remedies by any Person)), in each case, as amended, restated, supplemented or otherwise modified from time to time. 

“Second Lien Notes” means the senior secured second lien notes issued and outstanding under the Second Lien Indenture in
effect on the Closing Date. 
 “Second Lien Series A Notes” means the “Series A Notes” as defined in
the Second Lien Indenture as of the Closing Date. 
 “Second Lien Tranche A Intercompany Note” means the
“Tranche A Intercompany Note” as defined in the Second Lien Indenture as of the Closing Date. 
 “Second
Liens” means Liens on all or a portion of the Collateral (and on no asset or property that is not Collateral) securing Indebtedness (and related obligations), which Liens are junior 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 Second Lien Intercreditor Agreement (and such Second Lien Intercreditor Agreement shall have been executed by the Loan Parties). 

“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.


  
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 “Security Agreement” means, collectively, the 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 6.17. 

“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 Indebtedness or other obligations 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 (and related obligations), 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 Note
Event” means the 2014 Senior Notes shall not have been repaid, redeemed, defeased, refinanced or otherwise satisfied in full on or prior to August 28, 2014 (with any such repayment, redemption, defeasance, refinancing or other
satisfaction financed, in whole or in part, with the proceeds of Indebtedness (if other than the Loans) qualifying as such for purposes of this definition only if (a) the stated final maturity of such Indebtedness shall not be earlier than 91
days after the Maturity Date, and such stated final maturity shall not be 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) and (b) such Indebtedness shall not be 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 Maturity Date; 

  
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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 each Class of Loans outstanding as of the date of incurrence thereof). 
 “Senior Notes” means, collectively the 2014 Senior Notes and 2016 Senior Notes. 
 “Senior Notes Indenture” means, collectively the 2014 Senior Notes Indenture and 2016 Senior Notes Indenture. 
 “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% senior subordinated notes due 2016 and (b) €160,000,000 in aggregate principal amount of the Borrower’s
10 7/8% senior euro fixed rate notes due 2016.

 “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”. 
 “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
Collateral” means IP Collateral (as defined in the First Lien Credit Agreement in effect on the Closing Date), the Equity Interests of the Borrower and the Foreign Holdco and the Mortgaged Property. 

“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”. 

  
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 “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 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). 

  
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 “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 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 March 31, 2012. A Test Period may be designated by reference to the last day thereof (i.e., the “March 31, 2012 Test Period” refers to the period of four consecutive fiscal quarters of Holdings ended March 31, 2012),
and a Test Period shall be deemed to end on the last day thereof. 
 “Threshold Amount” means $40,000,000.


  
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 “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. 
 “Transactions” means, collectively, (a) the execution, delivery and
performance by the Loan Parties of the Loan Documents to which they are a party on the Closing Date, (b) the incurrence by the Borrower of the Loans made on the Closing Date and the use of proceeds thereof and (c) the payment of fees and
expenses in connection with any of the foregoing. 
 “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. 
 “Travelport Holdings
Guarantee” means any Guarantee by Holdings, the Borrower or any Restricted Subsidiary in respect of any obligations of Travelport Holdings (including under the PIK Credit Agreement). 

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

“Unaudited Financial Statements” means the unaudited consolidated balance sheets and related consolidated statements of
income and cash flows of Holdings and its Subsidiaries for each fiscal quarter commencing after December 31, 2011, and ended at least forty-five (45) days before the Closing Date, 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 (a) for each fiscal quarter ending on or prior to March 31, 2012, $60,000,000,
(b) for the fiscal quarter ending June 30, 2012, $45,000,000, (c) for the fiscal quarter ending September 30, 2012, $30,000,000, (d) for the fiscal quarter ending December 31, 2012, $15,000,000 and (e) for any
subsequent fiscal quarter, $0. 

  
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 “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 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. 
 “Yield
Differential” has the meaning specified in Section 2.14. 
 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. 

  
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 (iii) The term “including” is by way of example and not
limitation. 
 (iv) The term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form. 
 (c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until”
each mean “to but excluding”; and the word “through” means “to and including”. 

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not
affect the interpretation of this Agreement or any other Loan Document. 
 SECTION 1.03. Accounting Terms. (a) All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. 

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this
Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated with respect to such period 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 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. 

  
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 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 paragraph (b) of this Section) or any
of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the
applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by
the Administrative Agent and the Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations
in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later). Notwithstanding the foregoing, for purposes of determining
compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring
after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether
any Indebtedness or Investment may be incurred at any time under such Sections. 
 (b) For purposes of determining compliance
under Sections 7.02, 7.05, 7.06, 7.11 and 7.12, 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 EBITDA for the applicable period and, in the case of Section 7.11, 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. Subject to the terms and conditions and relying upon the representations and warranties herein set forth,
each Lender agrees, 

  
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severally and not jointly, to make a Loan to the Borrower on the Closing Date in a principal amount not to exceed its Commitment. Amounts paid or prepaid in respect of Loans may not be
reborrowed. Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. The Commitment of each Lender shall automatically terminate upon the earlier of the making of a Loan by such Lender and 5:00 p.m. (New York, New York
time) on the Closing Date. 
 SECTION 2.02. Borrowings, Conversions and Continuations of Loans. (a) Each Borrowing,
each conversion of 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. Each such notice must be
received by the Administrative Agent not later than 12:00 p.m. (New York, New York time) (i) three (3) Business Days prior to the requested date of any Borrowing 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 $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan
Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of Eurocurrency Rate Loans or Base Rate Loans, a conversion of 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) the Type of
Loans to be borrowed or to which existing Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a
timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then
in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one (1) month. 
 (b) Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Borrowing. In the case of each Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day
Funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York, New York time) on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. 

  
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 (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. 
 (e) After giving effect to all Borrowings, all conversions of
Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect. 
 (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such
Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. 
 (g) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s
portion of such Borrowing, the Administrative Agent may, with the Borrower’s consent, assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b) above,
and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not
have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from
the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative Agent submitted to
any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If such Lender’s portion of such Borrowing is not made 

  
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available to the Administrative Agent by such Lender within three Business Days after the date of such Borrowing, the Administrative Agent shall also be entitled to recover such amount with
interest thereon accruing from the date on which the Administrative Agent made the funds available to the Borrower at the rate per annum applicable to Base Rate Loans, on demand, from the Borrower. If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant
to this Section 2.02(g) shall cease. 
 SECTION 2.03. [Reserved]. 

SECTION 2.04. [Reserved]. 
 SECTION 2.05. Prepayments. (a) Optional. (i) Subject to Section 2.05(e), the Borrower may, upon prior written notice to the Administrative Agent, at any time or from time to
time voluntarily prepay Loans of any Class, in whole or in part; provided that (A) such notice must be received by the Administrative Agent not later than 12:00 p.m. (New York, New York 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; (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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and shall be irrevocable, except as permitted under Section 2.05(a)(ii). The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, subject to Section 2.05(a)(ii), the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to 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. 

(ii) Notwithstanding anything to the contrary contained in this Agreement, any notice of prepayment under
Section 2.05(a)(i) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the
specified date of prepayment) if such condition is not satisfied. 

  
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 (b) Mandatory. The provisions of this paragraph (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, 2012) 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 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. 

(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
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Proceeds an aggregate principal amount of 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 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


  
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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 Loans as set forth in this Section 2.05(b). 
 (C) Notwithstanding any other provision of this Section 2.05(b)(ii) to the contrary, (1) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (a
“Foreign Disposition”) giving rise to any mandatory prepayments pursuant to Section 2.05(b)(ii)(A) are prohibited or delayed by applicable Law from being repatriated to the United States, the portion of such Net Cash
Proceeds so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05(b)(ii) but may be retained by the applicable Foreign Subsidiary so long as, but only so long as, applicable Law delays or does not
permit repatriation to the United States, and once such repatriation of any of such affected Net Cash Proceeds is permitted under applicable Law or such delay ceases, such repatriation shall immediately be effected and such repatriated Net Cash
Proceeds shall promptly be applied (and in any event not later than five (5) Business Days after such repatriation) (net of additional Taxes payable or reserved against as a result thereof) to the repayment of Loans (and any Pari Passu Lien
Indebtedness) pursuant to this Section 2.05(b)(ii) and (2) to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition would have a material adverse tax
consequence with respect to such Net Cash Proceeds, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary. 
 (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 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 such 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 whether such outstanding Loans are Base Rate Loans or Eurocurrency Rate 

  
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Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the 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 Loans that are Base Rate Loans to the full extent thereof before application to 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 ratable share of the prepayment. Each Lender may reject all or a portion of its ratable 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 5:00 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 any Rejection Notice may be rejected by the Borrower by 5:00 p.m. (New York time) on the day of its receipt and shall thereupon become ineffective. Each Rejection
Notice from a given Lender shall specify the principal amount of the mandatory repayment of Loans to be rejected by such Lender. 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 all or any portion of its
ratable 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 ratable share of such prepayment shall be retained by the Borrower.

 (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 Senior Lien Indebtedness. Notwithstanding the
foregoing provisions of this Section 2.05, no prepayment of the Loans shall be required to be made pursuant to this Section 2.05 until all Senior Lien Indebtedness had been paid in full in Same Day Funds and there are no commitments or
letters of credit outstanding under any definitive documentation for any Senior Lien Indebtedness (other than letters of credit that have been cash collateralized). 

  
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 (e) Prepayment Premiums. In the event that for any reason the Loans are repaid or
become due and payable in whole or in part prior to the third anniversary of the Closing Date (including pursuant to Section 8.02 after the occurrence of any Event of Default), the Borrower shall pay to Lenders a prepayment premium on the
principal amount so repaid or accelerated as follows: 
  

			
	 Relevant Period
	  	Prepayment Premium (expressed
as a percentage of amount 
repaid)
	 Prior to the first anniversary of the Closing Date
	  	3.0%
	 Prior to the second anniversary of the Closing Date but on or after the first anniversary of the Closing Date
	  	2.0%
	 Prior to the third anniversary of the Closing Date but on or after the second anniversary of the Closing Date
	  	1.0%
	 On or after the third anniversary of the Closing Date
	  	0.0%

 (f) Auctions. Notwithstanding anything to the contrary contained in this Section 2.05 or any
other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Default or Event of Default has occurred and is continuing, the Borrower may repurchase outstanding Loans pursuant to
this Section 2.05(f) on the following basis: 
 (i) The Borrower may conduct one or more auctions (each, an
“Auction”) to repurchase all or any portion of the Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Lenders of the applicable Class) identifying the Loans that will be the subject
of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) an aggregate bid amount, which may be expressed at the election of the
Borrower as either the total par principal amount or the total cash value of the bid, in a minimum amount of $5,000,000 and with minimum increments of $100,000 (the “Auction Amount”) and (y) the discount to par, which shall be
a range (the “Discount Range”) of percentages of the par principal amount of the Loans of the applicable Class that represents the range of purchase prices that could be paid in such Auction. 

(ii) In connection with any Auction, each Lender of the applicable Class may, in its sole discretion, participate in such
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Administrative Agent with a notice of participation (the “Return Bid”), which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a
discount to par, which must be expressed as a price (the “Reply Discount”) and which must be within the Discount Range, and (y) a principal amount of Loans of the applicable Class of such Lender which must be in increments of
$100,000 or in an amount equal to the Lender’s entire remaining amount of such Loans (the “Reply Amount”). Lenders may only submit one Return Bid with respect to each Class per Auction (unless the Administrative Agent and the
Borrower elect to permit multiple bids, in which case the Administrative Agent and the Borrower may agree to establish procedures under which each Return Bid may contain up to three bids with respect to each Class, only one of which can result in a
Qualifying Bid (as defined below) with respect to such Class). In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Assumption in a form reasonably
acceptable to the Administrative Agent. Each Return Bid and accompanying Assignment and Assumption must be returned by each participating Lender by the time and date specified by the Administrative Agent as the due date for Return Bids (the
“Return Bid Due Date”) for the applicable Auction, which shall be a date not more than 10 Business Days from the date of delivery of the Auction Notice, unless the Borrower and the Administrative Agent otherwise agree. 

(iii) If more than one Class is included in an Auction, the following procedures will apply separately for each such
Class. Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrower, will determine the applicable discount (the “Applicable Discount”) for such
Auction, which will be the lowest Reply Discount for which the Borrower can complete such Auction at the Auction Amount; provided that, in the event that the Reply Amounts received by the applicable Return Bid Due Date are insufficient to
allow the Borrower to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Borrower shall either, at its election, (x) withdraw such Auction or (y) complete such Auction at an
Applicable Discount equal to the highest Reply Discount that will permit the Borrower to complete such Auction. The Borrower shall purchase Loans subject to such Auction (or the respective portions thereof) from each applicable Lender with a Reply
Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided that if the aggregate proceeds required to purchase all Loans subject to Qualifying Bids would exceed
the Auction Amount for such Auction, the Borrower shall purchase such Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). In any
Auction for which the Administrative Agent and the Borrower have elected to permit multiple bids, if a Lender has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is
equal to or less than the Applicable Discount will be deemed the Qualifying Bid of such Lender. Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five (5) Business Days
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 (iv) Once initiated by an Auction Notice, the Borrower may not withdraw an
Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable
portion of the Reply Amount, as the case may be, at the Applicable Discount. The Borrower will not have any obligation to purchase any Loans outside of the applicable Discount Range nor will any Reply Discounts outside such applicable Discount Range
be considered in any calculation of the Applicable Discount or satisfaction of the Auction Amount. Each purchase of Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and
Interest Period of accepted Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the Borrower. To the extent that no Lenders have validly tendered any Loans of a Class
requested in an Auction Notice or as otherwise agreed by the Administrative Agent in its sole discretion, the Borrower may amend such Auction Notice for such Loans at least 24 hours before then then-scheduled expiration time for such Auction. In
addition, the Borrower may extend the expiration time of an Auction at least 24 hours before such expiration time. 
 (v) With respect to all repurchases made by the Borrower pursuant to this Section 2.05(f), such repurchases shall be deemed to be voluntary prepayments pursuant to this Section 2.05(f) in an
amount equal to the aggregate principal amount of such Loans; provided that such repurchases shall not be subject to the provisions of Sections 2.05(a), 2.05(e), 2.12 and 2.13. 

(vi) The repurchases by the Borrower of Loans pursuant to this Section 2.05(f) shall be subject to the following
conditions: (x) the Auction is open to all Lenders of the applicable Class, (y) no Default or Event of Default has occurred or is continuing or would result therefrom and (z) any Loans repurchased pursuant to this Section 2.05(f)
shall be automatically and permanently canceled upon acquisition thereof by the Borrower. 
 SECTION 2.06. [Reserved].

 SECTION 2.07. Repayment of Loans. The Borrower shall repay on the Maturity Date to the Administrative Agent, for the
ratable account of the Lenders, the aggregate principal amount of all Loans outstanding on such date. 
 SECTION 2.08.
Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency
Rate for such Interest Period plus the Applicable Rate; and (ii) each 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
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 (b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. 

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as
may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 

(d) Interest on each Loan 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 when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of three
hundred and sixty-five/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
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 Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver
to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type
(if applicable), amount and maturity of its Loans and payments with respect thereto. 
 (b) 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 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, New York 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
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 (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. 
 A notice of the
Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. 
 (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made
available to the Borrower by the Administrative Agent because the conditions set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received
from such Lender) to such Lender, without interest. 
 (e) The obligations of the Lenders hereunder to make Loans are several
and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender
to so make its Loan. 
 (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

  
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 (g) Whenever any payment received by the Administrative Agent under this Agreement or any of
the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the
Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in
respect of the Loan Documents under circumstances for which the Loan Documents do not specify the 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, 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) purchase from the other Lenders such participations in the Loans made by them as shall
be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and
each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s
required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The
Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with
respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest
error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after
such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the
original owner of the Obligations purchased. 
 SECTION 2.14. Incremental Loans. (a) The Borrower may at any time or
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(whereupon the Administrative Agent shall promptly deliver a copy thereof to each of the Lenders), request additional term loans (“Incremental Loans”), which may have terms that
are identical to any then outstanding Classes of Loans or may be Other Loans; provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of
Default shall exist, (ii) the Borrower shall be in compliance with the covenants set forth in Sections 7.11 and 7.12 for the Test Period in effect at the applicable Incremental Facility Closing Date determined on a Pro Forma Basis and
(iii) the aggregate principal amount of such Incremental Loans (other than any Incremental Refinancing Loans) does not exceed the excess, if any, (x) the Incremental Loan Amount as of the time of the incurrence thereof over (y) the
sum of (1) the aggregate principal amount of Indebtedness of Foreign Subsidiaries outstanding at such time pursuant to Section 7.03(n) that is secured by Liens on any assets or property of Foreign Subsidiaries, but only, in the case of
this clause (1), to the extent such aggregate principal amount exceeds at such time $50,000,000 and (2) the aggregate principal amount of Indebtedness outstanding at such time pursuant to Section 7.03(x). Each tranche of Incremental Loans
(other than any Incremental Refinancing 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 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, (iii) shall have a Weighted Average Life to Maturity no shorter than the then remaining Weighted Average Life to Maturity of the Loans and (iv) except as set forth above, shall be
treated substantially the same as the Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (A) the terms and conditions applicable to Incremental Loans may be materially different from those
of the Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (B) subject to clause (iii) above, the interest rates and amortization schedule applicable to the Incremental Loans shall be determined
by the Borrower and the lenders thereof; provided further that, except with respect to Incremental Refinancing Loans, if the initial yield (excluding upfront or arrangement fees payable to the arranger, if any, of such Loan) on such
Incremental Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Incremental Loans (which shall be increased by the amount that any “LIBOR floor” applicable to
such Incremental Loans on the date such Incremental Loans are made would exceed the Adjusted LIBO Rate that would be in effect for a three-month Interest Period commencing on such date) and (y) if such Incremental Loans are initially made at a
discount or the Lenders making the same (as opposed to the arranger, if any, thereof) receive a fee directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of
the Incremental Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the Weighted Average Life to Maturity of such Incremental Loans and (B) four) exceeds by more than 50 basis
points the sum of (1) the margin then in effect for Eurocurrency Rate Loans of any Class (which shall be the sum of the Applicable Rate for Eurocurrency Rate Loans of such Class increased by the amount that any “LIBOR floor”
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 Rate Loans of such Class on such date would exceed the Adjusted LIBO Rate that would be in effect for a
three-month Interest Period commencing on such date) plus (2) the OID (if any) initially paid in respect of such Loans (the applicable amount of such excess above 50 basis points being referred to herein as the “Yield
Differential”) then the Applicable Rate then in effect for each such affected Class of Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of the Incremental Loans. 

(b) Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the
relevant Incremental Loans. Incremental Loans may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”);
provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Loans if such consent would be required under Section 10.07(b) for an
assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as
appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of
any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14,
including, (i) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative Agent and the Collateral Agent, to provide the rights and benefits of this Agreement and the other Loan
Documents to each new “Class” of loans resulting therefrom, including any amendments to the definition of “Pro Rata Share” and Section 10.01 and, if the final maturity date of the applicable Incremental Loans shall be a date
other than the Maturity Date, any amendment to the definition of the term “Maturity Date” (and references thereto) to give effect thereto, and (ii) if, at the time of the incurrence of any Incremental Loans pursuant to such
Incremental Amendment, the First Lien Credit Agreement would not permit all of the Obligations (after giving effect to the incurrence of such Incremental Loans) to be secured by the Specified Collateral, amendments to the Collateral Documents to
provide that the Liens on the Specified Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, shall not secure Obligations in an amount greater than (or to provide that the recovery on account of any such Lien may not
exceed an amount equal to) the aggregate principal amount of Loans incurred as “Permitted Refinancing Indebtedness” under the First Lien Credit Agreement in effect at the time of such incurrence (and, for the avoidance of doubt, such Liens
on the Specified Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, shall, subject to the foregoing limitation, secure all Obligations and such limitation shall apply to all Obligations (and not only to the
applicable Incremental Loans)). The effectiveness of (and the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the
conditions set forth in Sections 4.01(d) and 4.01(e) (it being understood that all references to “Closing Date” or similar language in such sections shall 

  
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be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Loans
for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Loans unless it so agrees. 
 (c) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary. 
 SECTION 2.15. Loan Modification Offers. (a) The Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification
Offer”) to all the Lenders of one or more Classes (each Class subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the
Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment(s) and (ii) the date on which such Permitted Amendment(s) is requested to become
effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Permitted Amendments shall become effective only with respect to the
Loans of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans of such
Affected Class as to which such Lender’s acceptance has been made. 
 (b) Holdings, the Borrower, each other Loan Party and
each Accepting Lender shall execute and deliver to the Administrative Agent a Loan Modification Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and
the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification
Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the applicable Loans of the Accepting Lenders
of the Affected Class, including any amendments necessary to treat the applicable Loans of the Accepting Lenders as a new “Class” of Loans hereunder. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this
Section 2.15 unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions, officer’s and secretary’s certificates and other documentation
consistent with those delivered on the Closing Date under Article IV. 
 (c) “Permitted Amendments” means
any or all of the following: (i) an extension of the Maturity Date applicable to the applicable Loans of the Accepting Lenders, (ii) a change in the Applicable Rate, premium and/or other fees payable with respect to the applicable Loans of
the Accepting Lenders, (iii) the inclusion of additional fees to be payable to the Accepting Lenders, (iv) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the Administrative


  
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Agent and the Collateral Agent, to provide the rights and benefits of this Agreement and the other Loan Documents to each new “Class” of loans resulting therefrom, including any
amendments to the definition of “Pro Rata Share” and Section 10.01 and any amendment to the definition of the term “Maturity Date” (and references thereto) to give effect thereto, and (v) such other amendments to this
Agreement and the other Loan Documents as shall be necessary or appropriate, in the judgment of the Administrative Agent and the Collateral Agent or as otherwise may be agreed upon by the parties to such Permitted Amendment, to obtain or give effect
to the foregoing Permitted Amendments. 
 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 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, (x) 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, 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 (y) U.S. federal withholding taxes imposed pursuant to FATCA, and, in each case, 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 the Borrower or any Guarantor shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions
been made, (ii) the Borrower or such Guarantor shall make such deductions, (iii) the Borrower or such Guarantor 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), the Borrower or such Guarantor shall furnish to such Agent or
Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative
Agent. If the Borrower or any Guarantor 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, the Borrower or
such Guarantor 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 after written demand therefor.


  
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 (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, 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. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or otherwise payable by the
Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 3.01(d). 
 (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 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). 

  
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 (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 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 and in such Lender’s reasonable judgment
such completion, execution or submission would not materially prejudice the legal position of such Lender or be otherwise materially disadvantageous to such Lender; 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. 

  
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 (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 the Borrower 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 the Borrower 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 the
Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the Borrower, upon the
request of the Lender or Agent, as the case may be, agrees promptly to return such refund 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. 
 (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). 
 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
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not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all
amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith
judgment of such Lender, otherwise be materially disadvantageous to such Lender. 
 SECTION 3.03. Inability To Determine
Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the 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 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 Lender
determines that as a result of any Change in Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans, or a reduction in the
amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) taxes 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 Lender setting forth in reasonable detail such increased
costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. 

(b) If any Lender determines that any Change in Law regarding capital adequacy, or compliance by such Lender (or its Lending Office)
therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to
capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the
Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand. 


  
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 (c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required
to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio
requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the funding of Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if
necessary, to the nearest five decimal places) equal to the actual costs allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be
due and payable on each date on which interest is payable on such Loan; provided 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 Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice. 

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

  
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         (a) any continuation,
conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan; or 
         (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other
than a Base Rate Loan on the date or in the amount notified by the Borrower; 
 including any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. 
 For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the 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 

  
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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 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. 
 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,
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 (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. 
 (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 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 Effectiveness 
 SECTION 4.01. Conditions to
Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent: 
 (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: 
 (i) executed counterparts of this Agreement, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement and each Guaranty; 

  
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 (ii) a Note executed by the Borrower in favor of each Lender, upon the
request of any Lender made through the Administrative Agent; 
 (iii) each Collateral Document set forth on
Schedule 1.01A, 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 (i) 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; (ii) signature and incumbency certificates of the officers of such Loan Party executing the Loan Documents to which such Loan Party is a Party; (iii) 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;
(iv) 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 (v) 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 the
conditions set forth below in clauses (c) and (d) have been satisfied and no “Default” or “Event of Default” exists under and as defined in any First Lien Debt Document or any Second Lien Debt Document; 

(vii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Closing Date after giving
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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 Loan Parties. 
         (b) All fees and expenses required to be paid hereunder or in connection with the Transactions and invoiced before the Closing Date, including any fees
required to be paid on or prior to the Closing Date pursuant to any fee letter entered into between the Borrower and the Administrative Agent on or prior to the Closing Date, shall have been paid in full in Same Day Funds. 

        (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 the 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 each Lender and addressing due authorization,
execution and delivery and enforceability of the Loan Documents. 

        (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) Each Lender shall have received all documentation and other
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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”). 

(h) The Borrower shall have received (i) consent from Revolving Credit Lenders (as defined in the First Lien Credit
Agreement) to extend the final maturity date of no less than $55,000,000 of the aggregate principal amount of the Revolving Credit Commitments (as defined in the First Lien Credit Agreement) to a date no earlier than May 24, 2015 (subject to
customary springing maturity provisions with respect to the Senior Notes) and (ii) confirmation of a public corporate rating from S&P and a public corporate family rating from Moody’s, in each case in respect of the Borrower, and
public ratings for the Loans from S&P and Moody’s. 
 ARTICLE V 

Representations and Warranties 
 The Borrower represents and warrants to the Agents and the Lenders on the Closing Date that: 
 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
Transactions, 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
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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 Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral
Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for
(i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained,
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, 2011, 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) As of the Closing Date,
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 and (iii) 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. 

  
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 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 Subsidiary is in default under or with respect to, or a party to, any
Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.08. Ownership of Property; Liens. Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or
other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to
utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

 SECTION 5.09. Environmental Compliance. 
 (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. 
 (b) Except as specifically disclosed in Schedule
5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its
Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (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
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(i) constitute, or constituted a violation of, (ii) require remedial action under or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and
liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. 
 (d)
Except as specifically disclosed in Schedule 5.09(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. 

(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly
owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. 

(f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the
Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law. 
 SECTION 5.10. Taxes. Except as set forth in Schedule 5.10 or 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 

  
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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 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. As of the Closing Date, 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 and the Second Liens in effect on the Closing Date and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, 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 and
(c) identifies each Subsidiary that is an Excluded Subsidiary as of the Closing Date and 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. 
 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.


  
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 (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 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 Transactions, 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. 

  
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 ARTICLE VI 
 Affirmative Covenants 
 So long as any Lender shall have any Commitment
hereunder or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, each of 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 paragraphs (a) and (b) of this Section 6.01
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), 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 Sections 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
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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 any Senior Lien
Indebtedness, any Pari Passu Lien Indebtedness, any Junior Lien Indebtedness, any Second Lien Indebtedness, the High Yield 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 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 Closing Date or the
date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of
each Subsidiary that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted 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 to the Administrative Agent paper copies of the Compliance Certificates required
by Section 6.02(b). 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. 

  
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 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; 
 (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 the Second Lien Debt Documents or the definitive documentation in respect of any Senior Lien Indebtedness, any Pari Passu Lien Indebtedness, any Junior Lien Indebtedness, any Second
Lien Indebtedness, the High Yield 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 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. 

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

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

  
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 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 is and continues to be satisfied at all times, including (but in any such case subject to
Section 6.17 and the terms of the First Lien Intercreditor Agreement and any other Senior Lien Intercreditor Agreement): 

(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 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 or required to be delivered in connection
with 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
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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 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 or indirect 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, the Collateral Agent and the Lenders, 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 

  
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 (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. 

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. (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
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 (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 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 (which such Mortgage shall be (x) junior in priority to any Senior Liens, (y) senior in priority to any Junior Liens or Second Liens and (z) pari passu in priority to any Pari Passu 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. The Unrestricted Subsidiaries listed on Schedule 1.01B shall continue to be
Unrestricted Subsidiaries unless and until designated as a Restricted Subsidiary in accordance with the other provisions of the Loan Documents applicable to designating Unrestricted Subsidiaries as Restricted Subsidiaries. Each Unrestricted
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any First Lien Debt Document or any Second Lien Debt Document or any definitive documentation in respect of any Senior Lien Indebtedness, any Pari Passu Lien Indebtedness, any Junior Lien
Indebtedness, any Second Lien Indebtedness, the High Yield 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. 
 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 sixty
(60) days after the Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, the Borrower and the applicable Domestic Guarantor shall deliver to the Collateral Agent: (i) counterparts of a Mortgage (which
such Mortgage shall be (x) junior in priority to any Senior Liens, (y) senior in priority to any Junior Liens or Second Liens and (z) pari passu in priority to any Pari Passu Liens) with respect to (A) the owned real property of
the Loan Parties located at 5350 South Valentia Way, Greenwood Village, Colorado and (B) 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 Lien (which such Lien shall be (x) junior in priority to any Senior Liens, (y) senior in priority to any Junior Liens or Second Liens and
(z) pari passu in priority to any Pari Passu Liens) 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
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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 60 days after the Closing Date. 
 (b) Within sixty
(60) days after the Closing Date, or such longer period that is reasonably acceptable to the Administrative Agent, the applicable Loan Party (other than a Foreign Guarantor) 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. 
 (c) Within two hundred and seventy (270) days after the First Lien Fourth Amendment and Restatement Effective Date, or such longer period that is reasonably acceptable to the Administrative Agent,
Holdings shall use commercially reasonable efforts to ensure that the requirements set forth in clauses (i) and (j) of the Collateral and Guarantee Requirement are satisfied. 

(d) To the extent such items have not been delivered as of the Closing Date, within fourteen (14) days after the Closing Date, or
such longer period that is reasonably acceptable to the Administrative Agent, the Borrower shall deliver to the Collateral Agent 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 loss payee under each insurance policy with respect to such insurance as to which the Collateral Agent
shall have requested to be so named. 
 ARTICLE VII 
 Negative Covenants 
 So long as any Lender shall have any Commitment
hereunder or 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 Closing Date and listed on Schedule 7.01(b) and any modifications,
replacements, renewals or extensions thereof; provided that (i) no such Lien extends to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such


  
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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; 
 (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 other than the property financed by such Indebtedness (and accessions to such property) and the proceeds and the 

  
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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;

 (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) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party as
of the Closing Date and (ii) that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 7.03; 

(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; 

  
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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; 

(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 

  
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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 on all or a
portion of the Collateral and Liens on the First Lien Tranche S Collateral Account in favor of the First Lien Synthetic L/C Issuer pursuant to the First Lien Tranche S Collateral Account Agreement, in each case securing Indebtedness (and related
obligations) incurred pursuant to Section 7.03(v) or 7.03(x), which Liens shall, (i) in the case of Indebtedness (and related obligations) incurred pursuant to Section 7.03(v), be Senior Liens, Pari Passu Liens or Junior Liens and
(ii) in the case of Indebtedness (and related obligations) incurred pursuant to Section 7.03(x), be Senior Liens (and may not be Pari Passu Liens or Junior Liens); provided that if such Liens are Senior Liens, such Liens shall also
be senior in priority to all Pari Passu Liens, Junior Liens and Second Liens; 
 (bb) Liens on all or a portion
of the Collateral securing Indebtedness (and related obligations) incurred pursuant to Section 7.03(w) or 7.03(y); provided that such Liens are Second Liens; and 

(cc) other Liens securing Indebtedness (and related obligations) in an aggregate principal amount outstanding at any time
not to exceed an amount equal to (i) $72,500,000 less (ii) the sum of (A) the aggregate principal amount of Incremental Loans (other than Incremental Refinancing Loans) outstanding at such time, (B) the aggregate principal amount
of Indebtedness outstanding at such time pursuant to Section 7.03(x) and (C) the aggregate principal amount of Indebtedness of Foreign Subsidiaries outstanding at such time pursuant to Section 7.03(n) that is secured by Liens on any
assets of Foreign Subsidiaries, but only, in the case of this clause (C), to the extent such aggregate principal amount exceeds at such time $50,000,000. 
 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
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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 proceeds of any such purchase of Equity Interests 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 $7,975,000; 
 (c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party (excluding any new Restricted Subsidiary which becomes a Loan Party and excluding any Foreign Subsidiary),
(ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party and (iii) by the Borrower or any Restricted Subsidiary (A) in any 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, (x) the aggregate consideration paid in respect of Permitted Acquisitions of Persons that
do not become Loan Parties pursuant to Section 7.02(i)(B), (y) the aggregate consideration paid on or prior to the Closing Date in respect of Permitted Acquisitions of Persons that did not become “Loan Parties” under the First
Lien Credit Agreement in effect on the Closing Date pursuant to Section 7.02(i)(B) of such First Lien Credit Agreement and (z) any amounts invested on or prior to the Closing Date in Foreign Subsidiaries that were not, at the time of such
investment, “Loan Parties” under the First Lien Credit Agreement in effect on the Closing Date pursuant to Section 7.02(c)(iii)(A) of such First Lien Credit Agreement, but in each case after giving effect to any Investment permitted
by Section 7.02(q) (including, in respect of clauses (y) and (z) above, any amounts invested on or prior to the Closing Date pursuant to Section 7.02(q) of the First Lien Credit Agreement in effect on the Closing Date)) shall not
exceed $398,750,000 (net of any return representing a return of capital in respect of any such Investment), (B) in any Foreign Subsidiary that is a Loan Party consisting of the contribution of Equity Interests of any other Foreign Subsidiary
held directly by the Borrower or such Restricted Subsidiary in exchange for Indebtedness, Equity Interests or a combination thereof of the Foreign Subsidiary to which such contribution is made, (C) in any Foreign Subsidiary constituting an
exchange of Equity Interests of such Foreign Subsidiary for Indebtedness of such Foreign Subsidiary or (D) constituting Guarantees of Indebtedness or other monetary obligations of Foreign Subsidiaries owing to any Loan Party, to the extent such
Guarantees are permitted under Section 7.03, and (iv) by any Foreign Subsidiary that is a Loan Party in any other Foreign Subsidiary that is a Loan Party (other than any new Restricted Subsidiary that becomes a Loan Party); 

(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 or contemplated on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and
(ii) existing on the Closing 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 Closing 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, (x) the aggregate amount of all Investments in Restricted Subsidiaries that are not Loan Parties pursuant to Section 7.02(c)(iii)(A), (y) the aggregate
consideration paid on or prior to the Closing Date in respect of Permitted Acquisitions of Persons that did not become “Loan Parties” under the First Lien Credit Agreement in effect on the Closing Date pursuant to Section 7.02(i)(B)
of such First Lien Credit Agreement and (z) any amounts invested on or prior to the Closing Date in 

  
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Foreign Subsidiaries that were not, at the time of such investment, “Loan Parties” under the First Lien Credit Agreement in effect on the Closing Date pursuant to
Section 7.02(c)(iii)(A) of such First Lien Credit Agreement, but in each case after giving effect to any Investment permitted by Section 7.02(q) (including, in respect of clauses (y) and (z) above, any amounts invested on or
prior to the Closing Date pursuant to Section 7.02(q) of the First Lien Credit Agreement in effect on the Closing Date)) shall not exceed $398,750,000 (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; 
 (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 7.11 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 $39,875,000, 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 Investment 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; 

  
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 (l) Investments (including debt obligations and Equity Interests) received
in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with
respect to any secured Investment or other transfer of title with respect to any secured Investment; 
 (m)
loans and advances to 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 7.11 and 7.12
for the Test Period in effect at the time such Investment is being made, other Investments that do not exceed $22,000,000 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 of the First Lien Credit Agreement (or any
comparable provision) or Section 8.05 hereof) 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 of 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 (or, if prior to the Closing Date, Section 7.04 of the First Lien Credit Agreement
in effect on the Closing Date) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

 (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; 

  
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 (s) [Reserved]; and 

(t) any Investments in Orbitz TopCo, so long as the amount actually invested in Orbitz TopCo by Holdings, the Borrower 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, the Borrower or a
Restricted Subsidiary in Orbitz TopCo shall be permitted by this clause (t)); 
 provided that the only Investment
in Travelport Guarantor that shall be permitted to be made under this Section 7.02 shall be pursuant to the Investment Transaction. 
 SECTION 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 
 (a) Indebtedness of Holdings, the Borrower and any Restricted Subsidiary under the Loan Documents; 
 (b) Indebtedness (i) outstanding on the 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 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 clause (c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (i) no Guarantee by any
Restricted Subsidiary of any Indebtedness under any Second Lien Debt Document, any Pari Passu Lien Indebtedness, any Junior Lien Indebtedness, any Second Lien Indebtedness, any High Yield Notes (or any Permitted Refinancing thereof), any Junior
Financing 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, (ii) 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, (iii) any
Guarantee by a Person that is not a Loan Party of Indebtedness of a Loan Party permitted by clause (g) of this Section 7.03 shall, for purposes of the proviso set forth in clause (g) of this Section 7.03, be deemed to be
Indebtedness of such Person outstanding in reliance on clause (g) of this Section 7.03 and (iv) any Guarantee by a Foreign Subsidiary of 

  
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Indebtedness of Holdings or a Domestic Subsidiary permitted by clause (n) of this Section 7.03 shall, for purposes of the proviso set forth in clause (n) of this Section 7.03,
be deemed to be Indebtedness of such Foreign Subsidiary outstanding in reliance on clause (n) of this Section 7.03; 
 (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 time pursuant to this clause (e) shall not exceed 5.0% of Total Assets at such time; 

(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)
(i) Indebtedness of the Borrower, any Foreign Subsidiary or any Guarantor (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 (x) such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof, if secured, is secured
only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests), (y) both immediately prior and after giving effect to such Indebtedness and any Indebtedness resulting from any Permitted
Refinancing thereof, (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 7.11 and 7.12 for the Test Period
in effect at the time of the assumption or incurrence of such Indebtedness and (z) 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 principal amount of Indebtedness outstanding at Persons that are not Loan Parties shall not exceed $100,000,000 at any one time; 

  
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 (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 (x) such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (1) is unsecured, (2) matures after, and does not require any
scheduled amortization or other scheduled payments of principal prior to, the Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (3)
below), (3) 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 are 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 assumption or 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 (4) with respect to such Indebtedness described in clause (B) of this clause (h) or any Permitted Refinancing thereof, is incurred by the Borrower or a Guarantor and (y) both
immediately prior and after giving effect to such Indebtedness and any Indebtedness resulting from a Permitted Refinancing thereof, (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 7.11 and 7.12 for the Test Period in effect at the time of the assumption or incurrence of such Indebtedness; provided further that notwithstanding
anything contained in the Loan Documents to the contrary, (I) the maximum principal amount of all Indebtedness described in clause (A) of this clause (h) (together with any Permitted Refinancing in respect thereof) with respect to
which a Restricted Subsidiary that is not a Guarantor may become liable shall be $145,000,000 and (II) the only obligors with respect to any Indebtedness incurred pursuant to clause (A) of this clause (h) or any Permitted Refinancing
in respect thereof shall be only those Persons that were obligors with respect to 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; 

  
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 (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 Permitted Acquisitions or any other Investment expressly permitted hereunder; 

(m) 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 at any time
outstanding an amount equal to (i) $362,500,000 less (ii) the aggregate principal amount of 2016 Senior Notes (and any Permitted Refinancing thereof) outstanding at such time, but only to the extent such aggregate principal amount exceeds
$174,500,000; provided that the aggregate principal amount of Indebtedness of Foreign Subsidiaries permitted to be outstanding under this clause (n) shall not exceed (A) prior to the Collateral Trigger Date, $50,000,000 and
(B) from and after the Collateral Trigger Date, the excess, if any, at such time of (x) $145,000,000 over (y) the sum of (1) the aggregate principal amount of Incremental Loans (other than any Incremental Refinancing Loans)
incurred on or prior to such time pursuant to Section 2.14 and (2) the aggregate principal amount of Indebtedness outstanding at such time pursuant to Section 7.03(x); 

(o) Indebtedness consisting of (i) the financing of insurance premiums or (ii) 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; 
 (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; 

  
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 (r) [Reserved]; 

(s) Indebtedness supported by a First Lien Letter of Credit, in a principal amount not to exceed the face amount of such
First Lien Letter of Credit; 
 (t) Indebtedness in respect of the High Yield Notes and any Permitted
Refinancing thereof; 
 (u) any Permitted Refinancing Indebtedness; 

(v) Indebtedness under the First Lien Credit Agreement and any First Lien Credit Agreement Permitted Refinancing
Indebtedness (and any Permitted Refinancing in respect thereof); provided that (i) the aggregate principal amount of Indebtedness permitted to be outstanding under this clause (v) at any time (giving effect to any letter of credit
referred to in clause (s) above that is deemed to be outstanding under this clause (v)) shall not exceed the sum of (A) $2,000,000,000 plus (B) the aggregate amount of fees and expenses reasonably incurred by the Loan Parties
in connection with the incurrence of any First Lien Credit Agreement Permitted Refinancing Indebtedness or any Permitted Refinancing referred to in this clause (v) and (ii) Liens securing such Indebtedness are permitted by
Section 7.01(aa); provided further that, if, as a result of changes in exchange rates, the limitation set forth in clause (i) of the immediately preceding proviso is exceeded, Indebtedness incurred under this clause
(v) will be permitted to be refinanced with First Lien Credit Agreement Permitted Refinancing Indebtedness (or any Permitted Refinancing in respect thereof) incurred under this clause (v) notwithstanding that, after giving effect to such
refinancing, such excess shall continue; 
 (w) Indebtedness of the Loan Parties under the Second Lien Debt
Documents (and any Permitted Refinancing thereof) in an aggregate principal amount at any time outstanding not to exceed $342,500,000 plus the amount of any interest added to the principal thereof in accordance with the terms of the Second Lien Debt
Documents as in effect on the Closing Date (or the equivalent documentation with respect to any Permitted Refinancing thereof); provided that such Indebtedness (and related obligations) (i) constitutes “Second Priority Claims”
under a Second Lien Intercreditor Agreement and is secured by Liens on all or any portion of the Collateral permitted by Section 7.01(bb) or (ii) if the Secured Parties are not subject to any deficiency claim turnover provisions pursuant
to the terms of any Senior Lien Intercreditor Agreement at the time such Indebtedness is incurred (other than as a result of the exercise of rights or remedies by any Person), is unsecured; 

(x) other Indebtedness of the Loan Parties secured by Liens on all or a portion of the Collateral; provided that
(i) the aggregate principal amount of Indebtedness permitted to be outstanding under this clause (x) at any time shall not exceed the excess, if any, of (A) the Incremental Loan Amount at such time


  
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 less (B) the aggregate principal amount of Indebtedness of Foreign Subsidiaries
outstanding at such time pursuant to Section 7.03(n) that is secured by Liens on any assets or property of Foreign Subsidiaries, but only, in the case of this clause (B), to the extent such aggregate principal amount exceeds at such time
$50,000,000 and (ii) Liens securing such Indebtedness are permitted by Section 7.01(aa); 
 (y) other
Indebtedness of the Loan Parties secured by Liens on all or a portion of the Collateral; provided that such Indebtedness (and related obligations) (i) constitutes “Second Priority Claims” under a Second Lien Intercreditor
Agreement and is secured by Liens permitted by Section 7.01(bb) or (ii) if the Secured Parties are not subject to any deficiency claim turnover provisions pursuant to the terms of any Senior Lien Intercreditor Agreement at the time such
Indebtedness is incurred (other than as a result of the exercise of rights or remedies by any Person), is unsecured; and 
 (z) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (y) above;

 provided that no Indebtedness that would otherwise be permitted under this Section 7.03 shall be permitted
hereunder to the extent such Indebtedness (i) constitutes a Travelport Holdings Guarantee or (ii) is incurred or issued in exchange for, or to prepay, redeem, purchase, defease or otherwise satisfy, Indebtedness or other obligations of
Travelport Holdings, including any Indebtedness or other obligations under the PIK Credit Agreement. 
 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 (A) the Borrower shall be the continuing or surviving Person and (B) 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; 
 (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; 

  
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 (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; 

(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 Closing Date to the date of such dissolution or liquidation, the Subsidiaries listed on Schedule 7.04(f) may be dissolved or liquidated;
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 (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 a Guarantor or the Borrower 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 Closing Date, the fair market value of all property so Disposed of after the Closing Date
(taken together with the aggregate book value of all property Disposed of pursuant to Section 7.05(j)) shall not exceed 5.5% of Total Assets per year and (ii) with respect to such property acquired by Holdings, the Borrower or any
Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property; 

(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; 

  
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 (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 5.5% of Total Assets per year and (iii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $15,950,000, 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 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;

 (k) any Disposition of any Subsidiary listed on Schedule 7.05(k), so long as no material assets
have been or are transferred to any such Subsidiary from Holdings or any Subsidiary thereof from the 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; 

  
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 (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 have been or are transferred to any such Subsidiary from Holdings or any Subsidiary thereof from the Closing Date to the date of such Disposition; 

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

(o) [Reserved]; 
 (p) any Disposition consisting of a substantially concurrent cancellation of the Second Lien Tranche A Intercompany Note and Second Lien Series A Notes; and 

(q) 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), (m), (p) and (q) 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; provided further that no Disposition of any Second Lien Series A Notes (or any Indebtedness in respect of any Permitted Refinancing thereof) other than pursuant to the Investment Transaction shall be permitted to be made
hereunder if such Disposition is being made, directly or indirectly, to any 5% Shareholder (other than Dispositions in connection with ratable redemptions). 
 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; 

  
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 (c) [Reserved]; 

(d) [Reserved]; 
 (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 $31,900,000, in any calendar year (which shall increase to $39,875,000 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 $39,875,000 in any calendar year (which shall increase to $79,750,000, 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
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 (ii) the Net Cash Proceeds of key man life insurance policies received by
Holdings, the Borrower 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); 
 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 $4,785,000 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); 

  
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 (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; and 
 (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 7.15(a)(ii)(6) 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 of the First Lien Credit Agreement and Section 8.05 hereof) that are Not Otherwise Applied. 

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 Closing Date 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 Investment Transaction or
the Transactions, (d) [Reserved], (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 

  
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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, 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 First Lien Original 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 Investment 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 other 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 Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 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 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,
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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) 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 Credit Agreement, any other First Lien Debt Document or any First Lien Credit Agreement Permitted
Refinancing Indebtedness Documentation; provided that (A) such restrictions do not conflict with the collateral and guarantee requirements set forth in the Loan Documents and (B) any First Lien Credit Agreement, any other First Lien
Debt Document or any First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation that becomes effective after the Closing Date may not include any sublimitation on Liens on the Specified Collateral securing the Obligations,
(xiii) are restrictions set forth in any Permitted Refinancing Indebtedness Documentation or any definitive documentation in respect of any Pari Passu Lien Indebtedness; provided that such restrictions do not conflict with the collateral
and guarantee requirements set forth in the Loan Documents, or (ix) are restrictions set forth in the Second Lien Credit Agreement, any other Second Lien Debt Document or any definitive documentation in respect of any Junior Lien Indebtedness
or any Second 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 conflict with the collateral and guarantee requirements set forth in the Loan Documents. 
 SECTION 7.10. Use of Proceeds. Use the proceeds of any Loan, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement or in
Section 2.14. 
 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: 

  
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	 Fiscal Year
	 	 March 31
	 	 June 30
	 	 September 30
	 	 December 31

	 2012
	 		 	8.75:1	 	8.75:1	 	8.75:1
					
	 2013
	 	8.75:1	 	8.75:1	 	8.50:1	 	8.50:1
					
	 2014
	 	8.25:1	 	8.25:1	 	8.25:1	 	8.25:1
					
	 2015
	 	8.00:1	 	8.00:1	 	8.00:1	 	

 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

	 2012
	 		 	4.95:1	 	4.95:1	 	4.95:1
					
	 2013
	 	4.75:1	 	4.75:1	 	4.75:1	 	4.75:1
					
	 2014
	 	4.50:1	 	4.50:1	 	4.50:1	 	4.50:1
					
	 2015
	 	4.25:1	 	4.25:1	 	4.25:1	 	

 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. 

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, 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 Second Lien Indebtedness) (collectively, “Subordinated Financing”) 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 of Indebtedness under any Subordinated Financing with the Net Cash Proceeds of any Indebtedness (to the
extent such Indebtedness constitutes a Permitted Refinancing in respect thereof and is permitted pursuant to Section 7.03), (2) the conversion of any Subordinated Financing to Equity Interests (other than Disqualified Equity Interests) of
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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 Subordinated Financings and (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 (1) Restricted Payments made pursuant to Section 7.06(i) and (2) 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 of the First Lien Credit Agreement (or any comparable provision) or Section 8.05 hereof) that are Not Otherwise
Applied. 
 (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 if such Restricted Subsidiary continues to be a Guarantor or in connection with
a sale of all of the Equity Interests in such Restricted Subsidiary. 
 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 (a) its ownership of the Equity Interests of the
Borrower and the Foreign Holdco or other Foreign Subsidiaries, (b) the maintenance of its legal existence, (c) the performance of the Loan Documents, (d) the performance of the First Lien Debt Documents and the Second Lien Debt
Documents to which it is a party, (e) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by this Article VII or (f) any transaction that Holdings, Intermediate Parent or TDS
Intermediate Parent is permitted to enter into or consummate under this Article VII. 
 ARTICLE VIII 

Events of Default and Remedies 
 SECTION 8.01. Events of Default. Any of the following events referred to in any of clauses (a) through (n) inclusive of this Section 8.01 shall constitute an “Event of
Default”: 
 (a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when
and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan
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 (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) 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 
 (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 (i) 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 (ii) 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)(ii)
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
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for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of
such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or 
 (g) Inability To Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the
Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released,
vacated or fully bonded within sixty (60) days after its issue or levy; or 
 (h) Judgments. There
is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the
insurer has been notified of such judgment or order and has not denied 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 

  
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 (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 on, and security interest
in, with the priority required by the Collateral Documents (or other security purported to be created on the applicable Collateral), 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 of Liens other than Liens created by the Collateral Documents or Liens
created by the collateral documents governing any Indebtedness permitted to be incurred pursuant to Section 7.03 and secured by Senior Liens, Pari Passu Liens, Junior Liens or Second Liens permitted to be incurred pursuant to Section 7.01,
or any nonconsensual Liens arising solely by operation of Law or (iii) any Second Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Pari Passu 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; or 
 (n) Senior Notes. There occurs any Senior Note Event. 

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 to be terminated, whereupon such commitments and obligation shall be terminated; 

  
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 (b) declare the unpaid principal amount of all outstanding Loans, including
the prepayment premium provided for in Section 2.05(e), if any, 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 shall automatically terminate and the unpaid principal amount of all outstanding Loans, premium, if any, and all interest and other amounts as
aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender. 
 SECTION 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under 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 consolidated assets with a value in excess of 5% of the consolidated total assets of Holdings, Borrower and the Restricted Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal
quarter, have consolidated 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 (or after the Loans have automatically become immediately due and payable as set forth in the
proviso to 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
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 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. 

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. 

  
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 (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. 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) 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. 

  
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 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 wilful 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 wilful 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 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
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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. 
 (b) For purposes of determining compliance with the conditions specified in Section 4.01 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 First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement 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; 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
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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 wilful 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 (or as may be believed by such Agent-Related Person to be required) by the Loan Documents) shall be deemed to constitute gross negligence or wilful 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 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 AG 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 AG or its Affiliates may receive information regarding any Loan Party or its Affiliates (including 

  
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 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 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
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 paragraph (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.

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

 (a) any Lien on any property granted to or held by the Administrative Agent 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 the 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, Junior Liens and Second 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, Junior Liens and Second 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 sale of all of the Equity Interests in such Restricted Subsidiary in a transaction 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 a First Lien Debt Document or a Second Lien Debt Document, any Senior Lien Indebtedness, any Pari Passu Lien Indebtedness, any Junior Lien
Indebtedness, any Second Lien Indebtedness, any 2016 Senior Notes (or any Permitted Refinancing thereof), any High Yield Notes (or any Permitted Refinancing thereof), any 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 obligations of the Borrower and the Guarantors under the Senior Lien Indebtedness, the Pari
Passu Lien Indebtedness, the Junior Lien Indebtedness and the Second Lien Indebtedness may be secured by Liens on assets of the Borrower and the Guarantors that constitute Collateral, in each case 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 a Second Lien Intercreditor Agreement and (b) from time to time after
the Closing Date, any other Senior Lien Intercreditor Agreement, any other Second Lien Intercreditor Agreement, any 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 advisable for purposes of providing, to the extent practicable, the Lenders substantially the same benefits,
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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 Second Lien Intercreditor Agreement, any Pari Passu Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement (including any such
Intercreditor Agreement in the form referred to in clause (i) 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 Second Lien Intercreditor Agreement, any Pari Passu Lien Intercreditor Agreement or any Junior Lien
Intercreditor Agreement 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 Second 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 such Intercreditor Agreement in the form referred to in clause (i) 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 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. (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. 

  
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 It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in
particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or
in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative
Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a
“Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”). 
 (b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by
this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and
only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and
obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent
and (ii) the provisions of 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. 

(d) Each Lender acknowledges that Eligible Assignees hereunder may include Holdings, Affiliates of Holdings and 10% Shareholders and that
Holdings, Affiliates of Holdings and 10% Shareholders may purchase (including pursuant to privately negotiated transactions with one or more Lenders that are not made available for participation to all Lenders or all Lenders of a particular Class)
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 Lenders from time to time, subject to the restrictions set forth herein, including Section 10.07. Each
Lender agrees that the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire as to whether Holdings, any Affiliate of Holdings or any 10% Shareholder intends to acquire or has acquired any Loan or as to whether
any Lender is at any time an Affiliate of Holdings or a 10% Shareholder and that, unless the Administrative Agent shall have received, pursuant to the covenants of such Lender set forth herein or in the Assignment and Assumption pursuant to which
such Lender shall have acquired any Loan hereunder, prior written notice from any Lender that such Lender is an Affiliate of Holdings or a 10% Shareholder, as the case may be, the Administrative Agent may deal with such Lender (including for
purposes of determining the consent, approval, vote or other similar action of the Lenders or the Lenders of any Class), and shall not incur any liability for so doing, as if such Lender were not Holdings, an Affiliate of Holdings or a 10%
Shareholder. 
 ARTICLE X 
 Miscellaneous 
 SECTION 10.01. Amendments, Etc. Except as otherwise
set forth in this Agreement (including Sections 2.14 and 2.15 and the succeeding provisions of this Section 10.01) or in 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 without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.01 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 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); 

  
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 (d) change any provision of this Section 10.01, the definition of
“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 9.11 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); 

(f) other than in a transaction permitted under Section 7.04, 7.05 or 9.11, 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 and (ii) in the event any additional Class of Loans is established hereunder (including pursuant to Section 2.14 or 2.15) the consent of Lenders holding more
than 50% of any Class of Loans shall be required with respect to any amendment, waiver or consent that by its terms adversely affects the rights of such Class in a manner different than such amendment affects any other Class of Loans
(provided, that the portion of Total Outstandings held or deemed held by Holdings, any Affiliate of Holdings or any 10% Shareholder shall be excluded for purposes of making a determination of such Lenders holding more than 50% of such
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 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 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
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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 or the Collateral Agent, 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. 
 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
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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
hereunder (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 (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
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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
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY 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 WILFUL 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
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(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 negligence or wilful 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, 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 and Expenses. The Borrower agrees (a) to pay or reimburse the
Administrative Agent, the Collateral Agent, any other Agent and the Arrangers 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
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Collateral Agent, any other Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this
Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of 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, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby
or the consummation of the transactions contemplated thereby, (b) any 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) (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 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. 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


  
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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. 
 SECTION 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower
is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and
(b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at
a rate per annum equal to the Federal Funds Rate from time to time in effect. 
 SECTION 10.07. Successors and Assigns.
(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that 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 

  
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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, the Arrangers, 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 paragraph (b)(ii) 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 primary syndication of the Loans to the Persons identified to
the Borrower by the Administrative Agent prior to the Closing Date; 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. 

(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 primary syndication of the Loans to the Persons identified to the Borrower by the Administrative Agent prior to the Closing Date or (y) if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing
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 (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); 

(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; and 
 (D)
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause (D) shall not be construed to prohibit the
assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one “class” of Loans. 
 (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 does not comply with this paragraph (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 

  
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hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower 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 paragraph, 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) (i) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its 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
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 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. 
 (ii) 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 this Agreement or any other Loan Document (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) Each Lender that is an Affiliate
of Holdings or a 10% Shareholder covenants to promptly notify the Administrative Agent of its status as an Affiliate of Holdings or a 10% Shareholder upon the earlier of (i) such Person becoming a Lender hereunder and (ii) such Lender
becoming an Affiliate of Holdings or a 10% Shareholder. 
 SECTION 10.08. Confidentiality. Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such


  
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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 counterparty to a Swap Contract, 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 such Person or its Affiliates; (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. 
 SECTION 10.09.
Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without
prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the 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 Lender 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
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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 10.09 are in addition to other rights and remedies (including other rights of setoff) that 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 facsimile 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 facsimile 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
facsimile. 
 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 (but do not supersede any other provisions of any engagement letter or fee letter with 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 

  
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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.
(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 either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made
to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any
other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United
States 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,


  
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(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 chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with
respect to a portion of any such sums payable to such Foreign Lender. 
 (iii) The Borrower shall not be
required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a) or (B) any U.S.
Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided that (i) if such Lender shall have satisfied the requirement of this 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 

  
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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; 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, 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


  
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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, 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. 

  
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 SECTION 10.18. Binding Effect. This Agreement shall become effective as provided
herein on the Closing Date, and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective permitted successors and assigns. 

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 under 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). 

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 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. 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 

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

			
	TRAVELPORT LLC,
		
	        By  	 	/s/ Rochelle J. Boas
		 	 Name: Rochelle J. Boas

Title:   Authorized Person



  

			
	TRAVELPORT LIMITED,
		
	        By  	 	/s/ Rochelle J. Boas
		 	 Name: Rochelle J. Boas

Title:   Senior Vice President and

            Assistant Secretary



  

			
	WALTONVILLE LIMITED,
		
	        By  	 	/s/ Rochelle J. Boas
		 	 Name: Rochelle J. Boas

Title:   Director



  

			
	TDS INVESTOR (LUXEMBOURG) S.À R.L.,
		
	        By  	 	/s/ John Sutherland
		 	 Name: John Sutherland

Title:   Manager




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

Title:   Managing Director



  

			
		
	         By  
	 	 /s/ Tyler R. Smith

		 	 Name: Tyler R. Smith

Title:   Associate




  
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 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 Credit Agreement dated as of May [•], 2012 (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)	 Date of [Borrowing] / [conversion] / [continuation]:2
                                 



 

	[(B)	 Type of
[Borrowing3] / [conversion4]
                                 ] 



 

	(C)	 Principal
Amount5 :
                                    



  

	(D)	Account Number and Location:
                                     


 

	[(E)	Interest Period:]
                                     


 
  

 

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




	2 	 Must be a Business Day. 



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



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



	5 	 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 $500,000 or a whole multiple of $100,000 in excess thereof. 








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 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. 
 [Remainder of Page Intentionally Left Blank] 






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	 TRAVELPORT LLC

		
	        by  	 	 
		 	 Name:

Title:









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 EXHIBIT B 
 [FORM OF] 
 PROMISSORY NOTE 

 

					
	 PRINCIPAL AMOUNT:
$[            ]
 New York
	  	 	New York,	  

 [            ], 20[ ] 

FOR VALUE RECEIVED, the undersigned, TRAVELPORT LLC, a Delaware limited liability company (the “Borrower”),
hereby promises to pay to the order of [            ] (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 Credit Agreement dated as of May [•], 2012 (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, the lenders from time to time party thereto
(the “Lenders”) and Credit Suisse AG, as administrative agent and collateral agent, in lawful money of the United States of America in immediately available funds, the aggregate unpaid principal amount of all 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. 
 The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.

 The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind. The nonexercise by the holder
hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. 
 All borrowings evidenced by this Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule
attached hereto and made a part hereof or on a continuation thereof 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. 






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 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. 

 

			
	 TRAVELPORT LLC

		
	         by 
	 	 
		 	Name:
		 	Title:








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 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 Credit Agreement dated as of May [ ], 2012 (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, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent and collateral agent. 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 [Al is the consolidated balance sheet of Holdings and its Subsidiaries as at the end of the fiscal year ended on December 31, 200[ ],
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 [Bl 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 








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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 7.11 of the Credit Agreement: 

  

	 	Total	Leverage Ratio. 

  

							
		 	 Consolidated Total Debt=

Consolidated EBITDA=

Actual Ratio=
 Required Ratio=
	  	 [         ]
 [         ]

[         ] to 1.0
 [         ] to 1.0
	  	

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

	 	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 7.12 of the Credit Agreement: 

 Senior Secured Leverage
Ratio. 
  

							
		 	 Consolidated Total Senior Secured Debt=

Consolidated EBITDA=

Actual Ratio=
 Required Ratio=
	  	 [         ]
 [         ]

[         ] to 1.0
 [         ] to 1.0
	  	

 Supporting detail showing the calculation of Consolidated Total Senior Secured Debt is attached hereto as
Schedule 3. 
 IN WITNESS WHEREOF, the undersigned, in his/her capacity as a Responsible Officer of the Borrower, has
executed this certificate for and on behalf of the Borrower and has caused this certificate to be delivered this              day of
            . 
  

			
	TRAVELPORT LLC,
		
	By:	 	 
		 	 Name:

Title:



 , 






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 EXHIBIT D 
 [FORM OF] 
 ASSIGNMENT AND ASSUMPTION 

Reference is made to the Credit Agreement dated as of May [•], 2012 (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, 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 but not
otherwise defined herein shall have the meanings set forth in the Credit Agreement. 
 1. 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 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 Effective Date and (ii) the Loans owing to the
Assignor which are outstanding on the 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 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. [The Assignee hereby represents and warrants that as of the date hereof, it is [a Lender] [an Affiliate of a Lender] [an Approved Fund].6 
 2. 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. 
  

 

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








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 3. This Assignment and Assumption shall be governed by and construed in accordance with the
laws of the State of New York. 
 Date of Assignment: 
 Legal Name of Assignor (“Assignor”): 
 Legal Name of Assignee
(“Assignee”): 
 Effective Date of Assignment (“Effective Date”): 

 

											
	 Facility 
Assigned
	  	Aggregate Amount
of
Commitments/
Loans of all
Lenders	 	  	Principal Amount
Assigned7	 	  	Percentage Assigned of
Commitment/Loans 
(set
forth, to at least 8 decimals,
as a percentage of the
aggregate Commitments of
all Lenders)
	 Commitments/Loans
	  	$	 	  	  	$	 	  	  	%

 [Remainder of page intentionally left blank] 

 
  

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








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 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]8,
		
	 by:
	 	
		 	  

		 	Name:
		 	Title:


			
		
	 by:
	 	
		 	  

		 	Name:
		 	Title:

  
  

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



  
 Annex A to
Compliance Certificate 







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	[TRAVELPORT LLC, as
Borrower]9,
		
	 by:
	 	
		 	  

		 	Name:
		 	Title:

  

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



  
 Annex A to
Compliance Certificate 







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 Exhibit E 
 EXECUTION VERSION 
  
  

 
 GUARANTY 

dated as of 

May 8, 2012, 

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 
  

 
  






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 TABLE OF CONTENTS 

 

					
	 	  	Page	 
		
	 ARTICLE I
	  			
		
	 Definitions
	  			
	 SECTION 1.01. Credit Agreement
	  	 	2	  
	 SECTION 1.02. Other Defined Terms
	  	 	3	  
		
	 ARTICLE II
	  			
		
	 Guaranty
	  			
	 SECTION 2.01. Guaranty
	  	 	4	  
	 SECTION 2.02. Guaranty of Payment
	  	 	4	  
	 SECTION 2.03. No Limitations
	  	 	4	  
	 SECTION 2.04. Reinstatement
	  	 	5	  
	 SECTION 2.05. Agreement to Pay; Subrogation
	  	 	5	  
	 SECTION 2.06. Information
	  	 	6	  
	 SECTION 2.07. Payments Free of Taxes
	  	 	6	  
	 SECTION 2.08. Authorization; Binding Effect
	  	 	6	  
		
	ARTICLE III	  			
		
	Indemnity, Subrogation and Subordination	  			
		
	 SECTION 3.01. Indemnity and Subrogation
	  	 	6	  
	 SECTION 3.02. Contribution and Subrogation
	  	 	6	  
	 SECTION 3.03. Subordination
	  	 	7	  
		
	ARTICLE IV	  			
		
	Miscellaneous	  			
		
	 SECTION 4.01. Notices
	  	 	7	  
	 SECTION 4.02. Waivers; Amendment
	  	 	7	  
	 SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification
	  	 	8	  
	 SECTION 4.04. Successors and Assigns
	  	 	9	  
	 SECTION 4.05. Survival of Agreement
	  	 	9	  
	 SECTION 4.06. Counterparts; Effectiveness; Several Agreement
	  	 	9	  
	 SECTION 4.07. Severability
	  	 	10	  
	 SECTION 4.08. Right of Set-Off
	  	 	10	  
	 SECTION 4.09. GOVERNING LAW; SERVICE OF PROCESS
	  	 	10	  







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	 SECTION 4.10. WAIVER OF RIGHT TO TRIAL BY JURY
	  	 	11	  
	 SECTION 4.11. Headings
	  	 	12	  
	 SECTION 4.12. Obligations Absolute
	  	 	12	  
	 SECTION 4.13. Termination or Release
	  	 	12	  
	 SECTION 4.14. Additional Restricted Subsidiaries
	  	 	12	  
	 SECTION 4.15. Intercreditor Agreement
	  	 	13	  

 SCHEDULES 

Schedule I         Subsidiary Parties 
 EXHIBITS 
 Exhibit I            
Form of Guaranty Supplement 
 GUARANTY dated as of May 8, 2012, 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 Credit Agreement, dated as of May 8, 2012 (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 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.


  
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 (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
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. 

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of May 8, 2012, among UBS AG, Stamford
Branch, in its capacity as First Priority Collateral Agent (as defined therein), UBS AG, Stamford Branch, in its capacity as First Priority Administrative Agent (as defined therein), Credit Suisse AG, in its capacity as Second Priority Collateral
Agent (as defined therein), Credit Suisse AG, in its capacity as Second Priority Administrative Agent (as defined therein) and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to
time. 
 “Intermediate Parent” has the meaning assigned to such term in the preamble to this Agreement.

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

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

  
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 “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. 
 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


  
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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. 
 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 the
Intercreditor Agreement) 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 the Intercreditor Agreement) 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 

  
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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 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. 
 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 

  
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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 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 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 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 

  
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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, any Arranger 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. 
 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. 

  
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 (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. 
 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. 

  
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 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. 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 and each Loan Party to the fullest extent permitted by applicable Law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan
Parties 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 set off and application made by
such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 4.08 are in addition to other rights and remedies (including other
rights of setoff) that the Administrative Agent and 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 

  
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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 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 

  
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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. 

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 Sections 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. 

  
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 SECTION 4.15. Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the exercise of any right or remedy by the Administrative Agent hereunder is subject to the provisions of the Intercreditor Agreement. 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. 

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

			
	TRAVELPORT LIMITED
		
	 By:
	 	/s/ Rochelle J. Boas
	 Name:
	 	Rochelle J. Boas
	 Title:
	 	Senior Vice President and Assistant Secretary


  

			
	WALTONVILLE LIMITED
		
	By:	 	/s/ Rochelle J. Boas
	 Name:
	 	Rochelle J. Boas
	 Title:
	 	Director


  

			
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
		
	By:	 	/s/ John Sutherland
	 Name:
	 	John Sutherland
	 Title:
	 	Manager








Table of Contents


 
			
	 TRAVELPORT INC.
 GALILEO TECHNOLOGIES LLC
 TRAVELPORT NORTH AMERICA, INC.

OWW2, LLC
 TRAVEL INDUSTRIES,
INC.
 TRAVELPORT HOLDINGS, INC.
 TRAVELPORT HOLDINGS, LLC
 TRAVELPORT INTERNATIONAL SERVICES, INC.

TRAVELPORT OPERATIONS, INC.
 WORLDSPAN
LLC
 WORLDSPAN BBN HOLDINGS, LLC
 WORLDSPAN DIGITAL HOLDINGS, LLC
 WORLDSPAN IJET HOLDINGS, 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:	 	/s/ Rochelle Boas
	Name:	 	Rochelle J. Boas
	Title:	 	Senior Vice President and Secretary
	
	 TRAVELPORT, LP
 BY: TRAVELPORT HOLDINGS, LLC, as
 General Partner

		
	By:	 	/s/ Rochelle Boas             
	Name:	 	Rochelle J. Boas
	Title:	 	 Senior Vice President and Secretary of
 Travelport Holdings, LLC, as General Partner




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

		
	By:	 	/s/ Judith E. Smith
	Name:	 	Judith E. Smith
	Title:	 	Managing Director


 
			
	
		
	By:	 	/s/ Tyler R. Smith
	Name:	 	Tyler R. Smith
	Title:	 	Associate








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 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:	 	/s/ Rochelle J. Boas
	Name:	 	Rochelle J. Boas
	Title:	 	Authorized Person








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 Exhibit I to the 
 Guaranty 
 SUBSIDIARY PARTIES 

 

			
	 Name of Subsidiary Party
	  	 Jurisdiction of

Formation

	 Galileo Technologies LLC
	  	Delaware
	 OWW2, LLC
	  	Delaware
	 Travel Industries, Inc.
	  	Delaware
	 TDS Investor (Luxembourg) S.à r.l.
	  	Luxembourg
	 Travelport Holdings, Inc.
	  	Delaware
	 Travelport Holdings, LLC
	  	Delaware
	 Travelport Inc.
	  	Delaware
	 Travelport International Services, Inc.
	  	Delaware
	 Travelport Operations, Inc.
	  	Delaware
	 Travelport North America, Inc.
	  	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

 SUPPLEMENT NO. __, dated as of [•] (this “Supplement”), to the
Guaranty, dated as of May 8, 2012 (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. 






Table of Contents


 A. Reference is made to the Credit Agreement, dated as of May 8, 2012 (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. 

  
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 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 exercise of any right or remedy by the Administrative Agent hereunder is
subject to the provisions of the Intercreditor Agreement. 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. 

  
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 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:	 	



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

		
	By:	 	 
	Name:	 	
	Title:	 	








Table of Contents


 Exhibit F 
 EXECUTION VERSION 
  
  

 
 SECURITY AGREEMENT 

dated as of 
 May
8, 2012, 
 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


 TABLE OF CONTENTS 

 

							
	 ARTICLE I
	  			
		
	 Definitions
	  			
			
	 SECTION 1.01
	  	Credit Agreement	  	 	1	  
	 SECTION 1.02
	  	Other Defined Terms	  	 	1	  
		
	 ARTICLE II
	  			
		
	 Pledge of Securities
	  			
			
	 SECTION 2.01
	  	Pledge	  	 	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
	  			
			
	 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
	  			
			
	 SECTION 4.01
	  	Remedies Upon Default	  	 	17	  
	 SECTION 4.02
	  	Application of Proceeds	  	 	19	  
		
	 ARTICLE V
	  			
		
	 Indemnity, Subrogation and Subordination
	  			
			
	 SECTION 5.01
	  	Indemnity	  	 	20	  
	 SECTION 5.02
	  	Contribution and Subrogation	  	 	20	  
	 SECTION 5.03
	  	Subordination	  	 	20	  


  
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	 ARTICLE VI
	  			
		
	 Miscellaneous
	  			
			
	 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	  	 	24	  
	 SECTION 6.11
	  	Headings	  	 	25	  
	 SECTION 6.12
	  	Security Interest Absolute	  	 	25	  
	 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 Agreement
	  			
			
	 SECTION 7.01
	  	Intercreditor Agreement Controls	  	 	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


  
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	EXHIBITS	  	
		
	Exhibit I	  	Form of Security Agreement Supplement
	Exhibit II	  	Form of Perfection Certificate


  
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 SECURITY AGREEMENT, dated as of May 8, 2012, 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 Credit Agreement, dated as of May 8, 2012 (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 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. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term
“instrument” shall have the meaning specified in Article 9 of the New York UCC. 
 (b) The
rules of construction specified in Article I of the Credit Agreement also apply to this Agreement, 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. 

  
 1 







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 “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 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, the applicable
bank (with respect to a Deposit Account) and, if applicable, the First Priority Collateral Agent (as defined in the Intercreditor Agreement). 
 “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
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


  
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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. 
 “First Priority Collateral Agent” has the meaning assigned to such term in
the Intercreditor Agreement. 
 “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. 
 “Intercreditor Agreement” means the Intercreditor Agreement, dated
as of May 8, 2012, 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, as amended, restated, amended and restated, supplemented or otherwise modified from time to time. 

“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. 

  
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 “Perfection Certificate” means a certificate substantially in the form of
Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the chief financial officer and the chief legal officer of the Borrower. 

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

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

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

“Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the
Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. 
 “Secured 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, the applicable securities intermediary (with respect to a Securities Account) and, if applicable, the First Priority Collateral Agent (as defined in the Intercreditor Agreement). 

“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: 

  
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 (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 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) the Second Lien Notes 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 Second Lien
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; 

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

  
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 (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 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, prior to the Discharge of First Priority Claims, are delivered to the First Priority Collateral Agent), 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 

  
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 (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. 

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. 

  
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 (iii) Each Grantor shall be entitled to receive and retain any and all
dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise
paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute
Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or
in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall
not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the 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 

  
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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. 
 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 Money and Deposit Accounts; 

(vi) all Documents; 
 (vii) all Equipment; 

  
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 (viii) all General Intangibles; 

(ix) all Instruments; 
 (x) all Inventory; 
 (xi) all Investment Property; 

(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, and only for so long as, 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), (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 of 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
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Second Lien 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. 

(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


  
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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 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 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
(other than Junior Liens or Second Liens). 
 (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 the Collateral Agent or the First Priority Collateral Agent or pursuant to the First Lien Debt Documents or any First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation.


  
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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 the Collateral Agent or the First Priority Collateral Agent or pursuant to the First Lien Debt Documents or any First Lien Credit Agreement Permitted Refinancing Indebtedness Documentation. 

(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) 

  
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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). 
 (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. 

  
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 (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. 
 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. Within sixty (60) days after the Closing Date, or such longer period that is
reasonably acceptable to the Administrative Agent, the applicable Loan Party (other than a Foreign 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 First Lien Synthetic L/C Issuer a first priority perfected Lien on the First Lien Tranche S Collateral Account and the
assets credited thereto 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 First
Lien Synthetic L/C Issuer in its capacity as the First Lien Synthetic L/C Issuer, 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 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 First Lien Synthetic L/C Issuer 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 and permitted, leased by any of the Grantors where the Collateral or any part thereof is 

  
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assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation;
provided that the 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 made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the 

  
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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. 

  
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 (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. 
 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
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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, any Arranger 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. 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. 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,
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owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its
Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such
Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and
application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of 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 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 

  
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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. 
 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 

  
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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 the Intercreditor Agreement) 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 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 

  
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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 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 

  
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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 Agreement 
 SECTION 7.01 Intercreditor Agreement Controls. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the
exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. 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. 
 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 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. 

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

			
	TRAVELPORT LLC
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Authorized Person


  

			
	TRAVELPORT LIMITED
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	 Title:  Senior Vice President
            and Assistant Secretary



  

			
	WALTONVILLE LIMITED
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Director


  

			
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
		
	By:	 	/s/ John Sutherland
		 	Name: John Sutherland
		 	Title: Manager



  
 1 







Table of Contents



			
	 TRAVELPORT INC.
 GALILEO TECHNOLOGIES LLC
 TRAVELPORT NORTH AMERICA, INC.

OWW2, LLC
 TRAVEL INDUSTRIES,
INC.
 TRAVELPORT HOLDINGS, INC.
 TRAVELPORT HOLDINGS, LLC

TRAVELPORT INTERNATIONAL SERVICES, INC.
 TRAVELPORT OPERATIONS, INC.
 WORLDSPAN LLC

WORLDSPAN BBN HOLDINGS, LLC
 WORLDSPAN
DIGITAL HOLDINGS, LLC
 WORLDSPAN IJET HOLDINGS, 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: 	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Senior Vice President and Secretary
	
	 TRAVELPORT, LP
  

TRAVELPORT, LP
  
 BY: TRAVELPORT HOLDINGS, LLC, as General Partner

		
	By: 	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	 Title: Senior Vice President and Secretary of
           Travelport Holdings, LLC, as General Partner




  
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Table of Contents


 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS
 BRANCH, as Collateral Agent

		
	By:	 	/s/ Judith E. Smith
		 	Name: Judith E. Smith
		 	Title: Managing Director
		
	By:	 	/s/ Tyler R. Smith
		 	Name: Tyler R. Smith
		 	Title: Associate



  
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Table of Contents


 Schedule I to the 
 Security Agreement 
 SUBSIDIARY PARTIES 

 

			
	 Name of Subsidiary Party
	  	 Jurisdiction of

Formation

	 Galileo Technologies LLC
	  	Delaware
		
	 OWW2, LLC
	  	Delaware
		
	 Travel Industries, Inc.
	  	Delaware
		
	 TDS Investor (Luxembourg) S.à r.l.
	  	Luxembourg
		
	 Travelport Holdings, Inc.
	  	Delaware
		
	 Travelport Holdings, LLC
	  	Delaware
		
	 Travelport Inc.
	  	Delaware
		
	 Travelport International Services, Inc.
	  	Delaware
		
	 Travelport Operations, Inc.
	  	Delaware
		
	 Travelport North America, Inc.
	  	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 I








Table of Contents


 Schedule II to the 
 Security Agreement 
 EQUITY INTERESTS 

 

									
	 Entity
	  	Number
of
Certificate	  	 Registered

Owner(s)
	  	 Number and Class Equity Interests
	  	Percentage
of Equity
Interests
	 Bastion Surety Limited
	  		  	Travelport Inc.	  	 Auth: 900

Issued: 900
	  	65%
					
	 Covia Canada Partnership Corp.
	  	11	  	Travelport Inc.	  	100	  	65%
					
	 Galileo International B.V.
	  		  	Travelport Limited	  	 Auth: 900
 Issued:
182
	  	100%
					
	 Galileo Technologies LLC
	  	5	  	Travelport Inc.	  	 Auth: 1,000
 Issued:
100
	  	100%
					
	 GI Worldwide Holdings C.V.
	  		  	Galileo Technologies LLC – 10%, Travelport Inc. – 90%	  	N/A	  	65%
					
	 Travelport North America, Inc.
	  	4	  	Travelport Inc.	  	 Auth: 3,000
 Issued:
100
	  	100%
					
	 Travelport Jersey 1 Limited
	  	3	  	Travelport Inc.	  	 Auth: 100,000
 Issued:
353
	  	65%
					
	 OWW2, LLC
	  	6	  	TDS Investor (Luxembourg) S.à r.l.	  	100%	  	100%
					
	 TDS Investor (Luxembourg) S.a.r.l
	  		  	Waltonville Limited	  	 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%
					
	 Travel Industries, Inc.
	  	2	  	Travelport Inc.	  	 Auth: 1,000
 Issued:
1,000
	  	100%
					
	 Travelport (Bermuda) Ltd.
	  	2	  	Travelport Limited	  	 Auth: 12,000
 Issued:
12,000
	  	100%
					
	 Travelport Argentina S.R.L.
	  		  	Travelport, LP – 1%, Worldspan South American Holdings LLC – 99%	  	 Auth: 1,000
 Issued:
1,000
	  	65%
					
	 Travelport Gulf LLC
	  		  	Travelport International Services, Inc.; Worldspan Technologies, Inc.	  	 Auth: 150,000
 Issued:
150,000
	  	65%
					
	 Travelport Holdings, Inc.
	  	1	  	Travelport LLC	  	 Auth: 1,000
 Issued:
100
	  	100%
					
	 Travelport Holdings, LLC
	  		  	Worldspan Technologies, Inc.	  	 Auth: 100
 Issued:
100
	  	100%


  
 Schedule II








Table of Contents


 Schedule II to the 
 Security Agreement 
  

									
	 Entity
	  	Number of
Certificate	  	 Registered

Owner(s)
	  	 Number and Class Equity Interests
	  	Percentage
of Equity
Interests
	 Travelport Inc.
	  	4	  	Travelport LLC	  	 Auth: 1,000
 Issued:
100
	  	100%
					
	 Travelport International Services, Inc.
	  	2	  	Travelport Inc.	  	 Auth: 1,000
 Issued:
1,000
	  	100%
					
	 Travelport LLC
	  	4	  	TDS Investor (Luxembourg) S.à r.l.	  	 Auth: 1,000
 Issued:
100
	  	100%
					
	 Travelport Mexico S.A. de C.V.
	  		  	Travelport, LP	  	A: 50,000 B: 133,296,938	  	65%
					
	 Travelport Operations, Inc.
	  	4	  	Travelport Inc.	  	 Auth: 1,000
 Issued:
100
	  	100%
					
	 Travelport Peru S.R.L.
	  		  	Worldspan S.A. Holdings II LLC; Worldspan South American Holdings LLC	  	 Auth: 2,636,510
 Issued:
2,636,510
	  	65%
					
	 Travelport Services Limited
	  		  	Travelport, LP	  	 Auth: 5,000,000
 Issued:
577,450
	  	65%
					
	 Travelport, LP
	  	5 –Travelport
Holdings, LLC  
 6 – Worldspan
LLC
	  	99.996% – Travelport Holdings, LLC, .004% – Worldspan LLC	  	N/A	  	100%
					
	 Waltonville Limited
	  	2	  	Travelport Limited	  	 Auth: 2,100
 Issued:
2,100
	  	100%
					
	 WORLDSPAN BBN Holdings, LLC
	  		  	Travelport, LP	  	 Auth: 100
 Issued:
100
	  	100%
					
	 WORLDSPAN Digital Holdings, LLC
	  		  	Travelport, LP	  	 Auth: 100
 Issued:
100
	  	100%
					
	 WORLDSPAN IJET HOLDINGS, LLC
	  		  	Travelport, LP	  	 Auth: 100
 Issued:
100
	  	100%
					
	 Worldspan LLC
	  	2	  	Travelport Holdings, LLC	  	N/A	  	100%
					
	 WORLDSPAN OPENTABLE HOLDINGS, LLC
	  		  	Travelport, LP	  	N/A	  	100%
					
	 WORLDSPAN S.A. HOLDINGS II, L.L.C.
	  		  	Travelport, LP	  	N/A	  	100%
					
	 Worldspan Services Chile Limitada
	  		  	 Worldspan South American Holdings LLC;
 Travelport, LP
	  	 5,494,000 units belonging to WSAH
 5,500 units belonging to
 Travelport, LP
	  	65%


  
 Schedule II








Table of Contents


 Schedule II to the 
 Security Agreement 
  

									
	 Entity
	  	Number of
Certificate	  	 Registered

Owner(s)
	  	 Number and Class Equity Interests
	  	Percentage
of Equity
Interests
	 Worldspan Services Costa Rica, SRL
	  	1	  	Worldspan South American Holdings LLC	  	 Auth: 10
 Issued:
10
	  	65%
					
	 WORLDSPAN South American Holdings LLC
	  		  	Travelport, LP	  	N/A	  	100%
					
	 Worldspan StoreMaker Holdings, LLC
	  		  	Travelport, LP	  	N/A	  	100%
					
	 Worldspan Technologies Inc.
	  	1	  	Travelport Inc.	  	100 shares	  	100%
					
	 Worldspan Viator Holdings, LLC
	  		  	Travelport, LP	  	N/A	  	100%
					
	 WORLDSPAN XOL LLC
	  		  	Travelport, LP	  	N/A	  	100%
					
	 WS Financing Corp.
	  	1	  	Travelport, LP	  	100	  	100%

 DEBT SECURITIES 
  

									
	 Holder
	  	 Issuer
	  	 Principal Amount
	  	 Date of Note
	  	 Maturity Date

	Travelport North America, Inc. (f/k/a GTA North America, Inc.)	  	Travelport Inc.	  	$60,000,000	  	September 10, 2009	  	March 10, 2020
					
	Travelport LLC (f/k/a TDS Investor Corporation)	  	Travelport (Bermuda) Ltd.	  	$2,051,415,455	  	August 23, 2006	  	N/A
					
	Travelport Inc.	  	Travelport Investor (Luxembourg) Partnership S.E.C.S.	  	€9,479,663	  	March 27, 2009	  	March 31, 2039
					
	Travelport LLC	  	Travelport Inc. (f/k/a B2B Newco, Inc.)	  	$725,211,331	  	January 29, 2007	  	7.5 years from August 23, 2006
					
	Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.)	  	Travelport (Luxembourg) S.à r.l.	  	$22,493,281	  	August 23, 2006	  	N/A
					
	Travelport LLC	  	Travelport Limited	  	$207,500,000	  	September 30, 2011	  	December 1, 2016


  
 Schedule II








Table of Contents


 Schedule III to the 
 Security Agreement 
 COMMERCIAL TORT CLAIMS 

A claim was brought against the Air Transport Association in ICC arbitration proceedings for unauthorized use of our ticketing data in its
“PaxIS” product. The claim is based on breach of contract and breach of Dutch and European law in respect of database rights, claiming approximately $19.5 million in lost revenues. This action is brought in ICC Netherlands where the ICC
arbitration tribunal will hear the matter between July 2, 2012 through July 6, 2012. 

  
 Schedule III








Table of Contents


 Schedule IV to the 
 Security Agreement 
 PERMITTED SUBSIDIARY DISPOSITIONS, DISSOLUTIONS AND
LIQUIDATIONS 
 4Oceans Limited 

Worldspan Services Hong Kong Limited 

  
 Schedule IV








Table of Contents


 Schedule V to the 
 Security Agreement 
 100% PLEDGED FOREIGN SUBSIDIARIES 

Waltonville Limited 
 TDS Investor (Luxembourg)
S.à r.l. 
 Galileo International BV 
 Travelport (Bermuda) Ltd. 

  
 Schedule V








Table of Contents


 Schedule VI to the 
 Security Agreement 
 DEPOSIT ACCOUNTS 

 

							
	 Owner
	  	 Type Of Account
	  	 Bank
	  	 Account Number

	 Travelport Inc
	  	Demand Deposit Acct	  	Bank of America	  	4426474711
	 Travelport LLC
	  	Demand Deposit Acct	  	Citibank, NY	  	30717635

 SECURITIES ACCOUNTS 
 None. 

  
 Schedule VI








Table of Contents


 Exhibit I to the 
 Security Agreement 
 SUPPLEMENT NO. __, dated as of [•] (this
“Supplement”), to the Security Agreement, dated as of May 8, 2012 (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 Credit
Agreement, dated as of May 8, 2012 (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. 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 (a) agrees to all the terms and provisions of the 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 Security Agreement) of the New Subsidiary. 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. 

  
 Exhibit I-1








Table of Contents


 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. 

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security
Agreement. 

  
 Exhibit I-2








Table of Contents


 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 the Collateral Agent pursuant to this Supplement and the exercise of any right or remedy by the
Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Supplement, the terms of the Intercreditor Agreement shall govern and
control. 

  
 Exhibit I-3








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 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








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 Schedule I 
 to the Supplement No          
 to the
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








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 Exhibit II to the 
 Security Agreement 
 FORM OF 

PERFECTION CERTIFICATE 
 [Date] 
 Reference is made to the Credit Agreement, dated as of May 8, 2012
(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 five years, 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 five years. 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 five years: 
 (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








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 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. 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. 

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 defined in the Intellectual Property Security Agreement),
including the name of the registered owner, and the registration or application number of each Trademark and 

  
 Exhibit II - 2








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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








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 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 






Table of Contents


 Schedule 1 

 

							
	 Loan Party
	  	 Each Legal Name

in Past Five Years
 (with date of relevant
 change
	  	 Changes in Identity or

Corporate Structure in Past
 Five Years (including
 Mergers, Consolidations

and Acquisitions, and any
 change in form, nature or
jurisdiction)
	  	 List of all other Names

(including Trade Names)
 in Past Five Years

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  



  
 Exhibit II - 5








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 Schedule 4 

 

			
	 Loan Parties
	  	 Filing Location

	  
	  	  

	  
	  	  

	  
	  	  

	  
	  	  



  
 Exhibit II - 6








Table of Contents


 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








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 Schedule 6 

 

									
	 Lender
	  	 Issuer
	  	 Principal Amount
	  	 Date of Note
	  	 Maturity Date



  
 Exhibit II - 8








Table of Contents


 Schedule 7 

 

					
	 Owner
	  	 Mortgagor
	  	 Filing Office

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  



  
 Exhibit II - 9








Table of Contents


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

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

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  



  
 Exhibit II -
10 







Table of Contents


 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 







Table of Contents


 Schedule 8(b) 
 Registered Copyrights 
  

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

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  



  
 Exhibit II -
12 







Table of Contents


 Exhibit G 
 EXECUTION VERSION 
  
  

 
 INTELLECTUAL PROPERTY SECURITY
AGREEMENT 
 dated as of 
 May 8, 2012, 
 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


 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
	  	 	12	  
	 SECTION 5.01.
	  	Notices	  	 	12	  
	 SECTION 5.02.
	  	Waivers; Amendment	  	 	13	  
	 SECTION 5.03.
	  	Collateral Agent’s Fees and Expenses; Indemnification	  	 	13	  
	 SECTION 5.04.
	  	Successors and Assigns	  	 	14	  
	 SECTION 5.05.
	  	Survival of Agreement	  	 	14	  
	 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	  	 	15	  
	 SECTION 5.10.
	  	WAIVER OF RIGHT TO TRIAL BY JURY	  	 	17	  
	 SECTION 5.11.
	  	Headings	  	 	17	  
	 SECTION 5.12.
	  	Security Interest Absolute	  	 	17	  
	 SECTION 5.13.
	  	Termination or Release	  	 	17	  
	 SECTION 5.14.
	  	Additional Restricted Subsidiaries	  	 	18	  
	 SECTION 5.15.
	  	General Authority of the Collateral Agent	  	 	18	  
	 SECTION 5.16.
	  	Collateral Agent Appointed Attorney-in-Fact	  	 	19	  
		
	 ARTICLE VI INTERCREDITOR AGREEMENT
	  	 	19	  
	 SECTION 6.01.
	  	Intercreditor Agreement Controls	  	 	19	  







Table of Contents



			
	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







Table of Contents


 INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of May 8, 2012, 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 Credit Agreement dated as of May 8, 2012 (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 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. All terms defined in the New
York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC. 

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement, 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 Intellectual Property Security Agreement. 






Table of Contents


 “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.

 “Intellectual Property Security Agreement Supplement” means an instrument in the form of Exhibit I
hereto. 

  
 2 







Table of Contents


 “Intermediate Parent” has the meaning assigned to such term in the preamble
to this Agreement. 
 “Intercreditor Agreement” means the Intercreditor Agreement, dated as of May 8,
2012, 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, as amended, restated, amended and restated, supplemented or otherwise modified from time to time. 

“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. 

  
 3 







Table of Contents


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

  
 4 







Table of Contents


 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. 
 (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 

  
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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 (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 

  
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making the filings and recordations described in the immediately preceding sentence) is and shall be prior to any other Lien on any of the Collateral, other than Liens expressly permitted
pursuant to Section 7.01 of the Credit Agreement (other than Junior Liens or Second Liens). 
 (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. 

(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 

  
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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 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,


  
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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 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. 

  
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 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. 
 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.


  
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 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, any Arranger 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 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”):” 
 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. 

  
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 (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. 
 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
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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. 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 behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties
and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have
made demand under this Agreement or 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 Collateral Agent 

  
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after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each
Lender under this Section 5.08 are in addition to other rights and remedies (including other rights of setoff) that the Collateral Agent and 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. 
 (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. 

  
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 (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. 
 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 

  
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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 the Intercreditor Agreement) 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 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. 

  
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 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 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 Agreement 
 SECTION 6.01. Intercreditor Agreement
Controls. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the
provisions of the Intercreditor Agreement. 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. 

[Remainder of page intentionally left blank] 

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

			
	TRAVELPORT LIMITED
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Senior Vice President and Assistant Secretary
	
	WALTONVILLE LIMITED
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Director
	
	TRAVELPORT LLC
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Authorized Person
	
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
		
	By:	 	/s/ John Sutherland    
		 	Name: John Sutherland
		 	Title: Manager



  







Table of Contents


 
			
	 TRAVELPORT INC.
 GALILEO TECHNOLOGIES LLC
 TRAVELPORT NORTH AMERICA, INC.

OWW2, LLC
 TRAVEL INDUSTRIES,
INC.
 TRAVELPORT HOLDINGS, INC.
 TRAVELPORT HOLDINGS, LLC
 TRAVELPORT INTERNATIONAL SERVICES, INC.

TRAVELPORT OPERATIONS, INC.
 WORLDSPAN
LLC
 WORLDSPAN BBN HOLDINGS, LLC
 WORLDSPAN DIGITAL HOLDINGS, LLC
 WORLDSPAN IJET HOLDINGS, 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:	 	/s/ Rochelle J. Boas
		 	 Name: Rochelle J. Boas

Title: Senior Vice President and Secretary



  

			
	TRAVELPORT, LP
		
	BY:	 	TRAVELPORT HOLDINGS, LLC, as General Partner
		 	
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	 Title: Senior Vice President and
           Secretary of Travelport Holdings,

          LLC, as General Partner




  
 2 







Table of Contents


 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
		
	By:	 	/s/ Judith E. Smith
		 	Name: Judith E. Smith
		 	Title: Managing Director
		
	By:	 	/s/ Tyler R. Smith
		 	Name: Tyler R. Smith
		 	Title: Associate



  







Table of Contents


 Schedule I to the 
 Intellectual Property 
 Security Agreement 

SUBSIDIARY PARTIES 
  

			
	 Name of Subsidiary Party
	  	 Jurisdiction of
 Formation

	Galileo Technologies LLC	  	Delaware
	OWW2, LLC	  	Delaware
	Travel Industries, Inc.	  	Delaware
	TDS Investor (Luxembourg) S.à r.l.	  	Luxembourg
	Travelport Holdings, Inc.	  	Delaware
	Travelport Holdings, LLC	  	Delaware
	Travelport Inc.	  	Delaware
	Travelport International Services, Inc.	  	Delaware
	Travelport Operations, Inc.	  	Delaware
	Travelport North America, Inc.	  	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 
 Intellectual Property 
 Security Agreement 






Table of Contents


 U.S. COPYRIGHTS OWNED BY TRAVELPORT, LP 

 

							
	 Title
	  	 Jurisdiction
	  	 Reg. No.
	  	 Record Owner

	Worldspan AVS database	  	USA	  	TX0005589147	  	Worldspan, L.P.*
	Worldspan computer interface program	  	USA	  	TX0005586920	  	Worldspan, L.P.*
	Worldspan echo availability database	  	USA	  	TX0005589168	  	Worldspan, L.P.*
	Worldspan/Kinetics computer interface program	  	USA	  	TX0005589163	  	Worldspan, L.P.*
	Worldspan disk drive utility computer program	  	USA	  	TXu000688224	  	Worldspan, L.P.*

  

	*—	Worldspan, L.P. changed its name to Travelport, LP. 

 PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT OPERATIONS, INC. 
  

											
	 Patent No./
 Application No.
	  	 Country
	  	 Title
	  	 Record Owner
	  	 App. Date
	  	 Date Issued

	 2,338,274
	  	Canada	  	Apparatus and Method for On-line Price Competitor’s Goods and/or Services over a Computer Network	  	Travelport
Operations, Inc.	  	03 June 1999	  	
						
	 2000-561573
	  	Japan	  	Apparatus and Method for On-line Price Competitor’s Goods and/or Services over a Computer Network	  	Travelport
Operations, Inc.	  	7/16/2002
Publication Date	  	
						
	 712,016
	  	Korea	  	Apparatus and Method for On-line Price Competitor’s Goods and/or Services over a Computer Network	  	Travelport
Operations, Inc.	  	03 June 1999	  	20 April 2007
						
	 814,895
	  	Korea	  	Computer-Implemented System and Method for Booking Airline Travel Itineraries	  	Travelport
Operations, Inc.	  	17 September 2001	  	12 March 2008
						
	 6,035,288
	  	US	  	Interactive Computer-Implemented System and Method for Negotiating Sale of Goods and/or Services	  	Travelport
Operations, Inc.	  	29 June 1998	  	07 March 2000
						
	 10/940979
	  	US	  	Interactive Computer-Implemented System and Method for Negotiating Sale of Goods and/or Services	  	Travelport
Operations, Inc.	  	15 September 2004	  	
						
	 6,076,070
	  	US	  	Apparatus and Method for On-line Price Comparison of Competitor’s Goods and/or Services over a Computer Network	  	Travelport
Operations, Inc.	  	23 July 1998	  	13 June 2000
						
	6,304,850	  	US	  	Computer-Implemented System and Method for Booking Airline Travel Itineraries	  	Travelport
Operations, Inc.	  	17 March 1999	  	16 October 2001
						
	12/738350	  	US	  	Systems and Methods for Programmatic Generation of Database Statements	  	Travelport
Operations, Inc.	  	16 April 2010	  	


  
 2 







Table of Contents


 PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT, LP 

 

											
	 Patent No./
Application No.
	  	 Country
	  	 Title
	  	 Record Owner
	  	 App. Date
	  	 Date Issued

	 7,062,480
	  	US	  	System and method for caching and utilizing flight availability	  	Travelport, LP	  	01 April 2002	  	13 June 2006
						
	 7,853,575
	  	US	  	System and method for caching and utilizing flight availability data	  	Travelport, LP	  	10 February 2006	  	14 December 2010
						
	 7,693,894
	  	US	  	System and method for caching and utilizing flight availability data	  	Travelport, LP	  	10 February 2006	  	06 April 2010
						
	 7,603,281
	  	US	  	Method, computer program and system for pushing flight information to passengers.	  	Travelport, LP	  	12 October 2000	  	13 October 2009
						
	 7,694,012
	  	US	  	System and Method for Routing Data	  	Travelport, LP	  	28 February 2007	  	06 April 2010
						
	 11/778444
	  	US	  	Automated repricing of revised itineraries for ticket changes requested after issuance	  	Travelport, LP	  	16 July 2007	  	
						
	 12/650227
	  	US	  	Computer-based systems and methods for collaborative travel planning	  	Travelport, LP	  	30 December 2009	  	
						
	 12/027792
	  	US	  	Method and system for airline fare verification auditing	  	Travelport, LP	  	07 February 2008	  	
						
	 12/721920
	  	US	  	System and Method of Travel Itinerary Creation	  	Travelport, LP	  	11 March 2010	  	
						
	 2008311781
	  	Australia	  	Method and system for airline fare verification auditing	  	Worldspan, LP*	  	20 October 2008	  	
						
	 07 810 740.6
	  	European Patent Office	  	Automatic repricing of alternative itineraries for ticket changes requested after issuance	  	Worldspan, LP*	  	24 February 2009	  	
						
	 201002554-2
	  	Singapore	  	Method and system for airline fare verification auditing	  	Worldspan, LP*	  	20 October 2008	  	

  

	*—	Worldspan, L.P. changed its name to Travelport, LP. 


  
 3 







Table of Contents


 PATENTS AND PATENT APPLICATIONS OWNED BY TRAVELPORT INC. 

 

											
	 Patent No./
 Application No.
	  	 Country
	  	 Title
	  	 Record Owner
	  	 App. Date
	  	 Date Issued

	 6,360,205
	  	US	  	Obtaining and Utilizing Commercial Information	  	Trip.com, Inc.*	  	05 March 1999	  	19 March 2002

  

	*—	Trip.com, Inc. merged into Travelport Inc. 

 TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY TRAVELPORT, LP 
  

															
	 Trademark
	  	 App. No.
	  	 Reg. No.
	  	 Status
	  	 Country
	  	 App. Date
	  	 Reg. Date
	  	 Record Owner

	WORLDSPAN	  	11796	  	11796	  	Registered	  	Andorra	  	26-Nov-1998	  	26-Nov-1998	  	Worldspan*
								
	GALILEO	  		  	2116	  	Registered	  	Anguilla	  	27-Nov-1987	  	27-Nov-1987	  	Galileo International LLC***
								
	GALILEO	  		  	2941	  	Registered	  	Antigua and Barbuda	  	02-Dec-1987	  	02-Dec-1987	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	2972	  	Registered	  	Antigua and Barbuda	  	30-Mar-1988	  	30-Mar-1988	  	Galileo International LLC***
								
	WORLDSPAN	  	2288429	  	2007582	  	Registered	  	Argentina	  	26-May-2000	  	26-Jan-2005	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	2288430	  	2007583	  	Registered	  	Argentina	  	26-May-2000	  	26-Jan-2005	  	Worldspan*
								
	WORLDSPAN WIRED	  	2288431	  	2007584	  	Registered	  	Argentina	  	26-May-2000	  	26-Jan-2005	  	Worldspan*
								
	WORLDSPAN	  	IM-0001-6.12	  	20336	  	Registered	  	Aruba	  	06-Jan-2000	  	08-Feb-2000	  	Travelport, LP
								
	TOUR SOURCE	  	609458	  	A609458	  	Registered	  	Australia	  	18-Aug-1993	  	18-Aug-1993	  	Travelport, LP
								
	WORLDSPAN	  	758766	  	758766	  	Registered	  	Australia	  	02-Apr-1998	  	02-Apr-1998	  	Worldspan*
								
	WORLDSPAN WIRED	  	741501	  	741501	  	Registered	  	Australia	  	15-Aug-1997	  	15-Aug-1997	  	Worldspan*
								
	GALILEO	  		  	119566	  	Registered	  	Austria	  		  	11-May-1988	  	Galileo International LLC***
								
	GALILEO	  	12626	  	12626	  	Registered	  	Bahamas	  	28-Sep-1987	  	28-Sep-1987	  	Galileo International LLC***
								
	GLOBE DESIGN	  	12800	  	12800	  	Registered	  	Bahamas	  	04-Mar-1988	  	04-Mar-1988	  	Galileo International LLC***
								
	WORLDSPAN	  	21268	  	21268	  	Registered	  	Bahamas	  	30-Dec-1998	  	28-Jan-2000	  	Worldspan*


  
 4 







Table of Contents



															
	WORLDSPAN	  	370/99	  		  	Pending	  	Bahrain	  	06-Mar- 1999	  		  	Worldspan*
								
	WORLDSPAN	  	58273/98	  		  	Pending	  	Bangladesh	  	14-Dec- 1998	  		  	Worldspan*
								
	GALILEO	  		  	81/6866	  	Registered	  	Barbados	  	15-Dec- 1987	  	08-Mar-1998	  	Galileo International LLC***
								
	GALILEO	  	81/21022	  	81/21022	  	Registered	  	Barbados	  	30-Sep- 2005	  	15-May-2007	  	Galileo International LLC***
								
	GALILEO	  	81/21021	  	81/21021	  	Registered	  	Barbados	  	30-Sep- 2005	  	15-May-2007	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	81/4806	  	Registered	  	Barbados	  	17-Mar-1988	  	27-Mar-1996	  	Galileo International LLC***
								
	GALILEO	  		  	11032	  	Registered	  	Bermuda	  	02-Nov-1987	  	02-Nov-1987	  	Travelport International LLC***
								
	WORLDSPAN	  	30345	  	30345	  	Registered	  	Bermuda	  	11-Dec- 1998	  	11-Dec-1998	  	Worldspan*
								
	DISEÑO	  	0920-2000	  		  	Pending	  	Bolivia	  	08-Mar-2000	  		  	Worldspan*
								
	WORLDSPAN	  	0922-2000	  		  	Pending	  	Bolivia	  	08-Mar-2000	  		  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	2827	  	89673	  	Registered	  	Bolivia	  	08-Mar-2000	  	07-Apr-2003	  	Worldspan*
								
	WORLDSPAN WIRED	  	0919-2000	  		  	Pending	  	Bolivia	  	08-Mar-2000	  		  	Worldspan*
								
	WORLDSPAN	  	BAZ983282A	  	BAZ298282A	  	Registered	  	Bosnia and Herzegovina	  	02-Dec- 1998	  	23-Dec-2003	  	Worldspan*
								
	WORLDSPAN	  	822463440	  	822463440	  	Registered	  	Brazil	  	17-Feb- 2000	  	27-Dec-2005	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	822463474	  	822463474	  	Registered	  	Brazil	  	17-Feb- 2000	  	27-Dec-2005	  	Worldspan*
								
	WORLDSPAN WIRED	  	822463482	  	822463482	  	Registered	  	Brazil	  	17-Feb- 2000	  	27-Dec-2005	  	Worldspan*
								
	APOLLO	  	631468	  	421758	  	Registered	  	Canada	  	08-May-1989	  	07-Jan-1994	  	Galileo International LLC***
								
	CAR SELECT	  	753058	  	481626	  	Registered	  	Canada	  	25-Apr- 1994	  	26-Aug-1997	  	Worldspan*
								
	CARMASTER	  	631470	  	376482	  	Registered	  	Canada	  	08-May-1989	  	30-Nov-1990	  	Galileo International LLC***
								
	FOCALPOINT (stylized)	  	631411	  	381141	  	Registered	  	Canada	  	08-May-1989	  	08-Mar-1991	  	Galileo International LLC***
								
	GALILEO	  	592411	  	530315	  	Registered	  	Canada	  	25-Sep- 1987	  	21-Jul-2000	  	Galileo International LLC***
								
	GALILEO	  	1020871	  	554351	  	Registered	  	Canada	  	30-Jun- 1999	  	22-Nov-2001	  	Galileo International LLC***
								
	GALILEO INTERNATIONAL & Design	  	1020872	  	558280	  	Registered	  	Canada	  	30-Jun- 1999	  	21-Feb-2002	  	Galileo International LLC***


  
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Table of Contents



															
	GALILEO VACATIONS	  	1298094	  	TMA776641	  	Registered	  	Canada	  	18-Apr-2006	  	09-Sep-2010	  	Galileo International LLC***
								
	GLOBE DESIGN	  	1020870	  	553383	  	Registered	  	Canada	  	30-Jun-1999	  	05-Nov-2001	  	Galileo International LLC***
								
	GLOBE DESIGN	  	602230	  	563598	  	Registered	  	Canada	  	08-Mar-1988	  	18-Jun-2002	  	Galileo International LLC***
								
	INSIDE AVAILABILITY	  		  	TMA460,207	  	Registered	  	Canada	  		  	19-Jul-2006	  	Galileo International LLC***
								
	INSIDE LINK	  	631467	  	404739	  	Registered	  	Canada	  	08-May-1989	  	13-Nov-1992	  	Galileo International LLC***
								
	POWER SHOPPER	  	1214592	  	636413	  	Registered	  	Canada	  	26-Apr-2004	  	30-Mar-2005	  	Worldspan*
								
	ROOMMASTER	  	639525	  	438914	  	Registered	  	Canada	  	29-Aug-1989	  	10-Feb-1995	  	Galileo International LLC***
								
	TRAVELPORT ROOMS AND MORE	  	1538402	  		  	Pending	  	Canada	  	28-Jul-2011	  		  	Worldspan*
								
	TRAVELSCREEN	  	631469	  	376154	  	Registered	  	Canada	  	08-May-1989	  	23-Nov-1990	  	Galileo International LLC***
								
	WORLDSPAN	  	650372	  	392001	  	Registered	  	Canada	  	08-Feb-1990	  	20-Dec-1991	  	Worldspan*
								
	WORLDSPAN (Stylized w/ maple leaf)	  	1173618	  	634859	  	Registered	  	Canada	  	02-Apr-2003	  	10-Mar-2005	  	Worldspan*
								
	WORLDSPAN GO!	  	885993	  	535505	  	Registered	  	Canada	  	30-Jul-1998	  	24-Oct-2000	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	1007352	  	TMA564491	  	Registered	  	Canada	  	04-Mar-1999	  	09-Jul-2002	  	Worldspan*
								
	WORLDSPAN WIRED	  	857440	  	TMA526262	  	Registered	  	Canada	  	30-Sep-1997	  	31-Mar-2000	  	Worldspan*
								
	WORLDSPAN	  	493478	  	623859	  	Registered	  	Chile	  	14-Jul-2000	  	05-Mar-2002	  	Worldspan*
								
	WORLDSPAN	  	9800078039	  	1339820	  	Registered	  	China (People’s Republic)	  	13-Jul-1998	  	27-Nov-1999	  	Travelport, LP
								
	WORLDSPAN	  	1019765	  	264473	  	Registered	  	Colombia	  	12-Mar-2001	  	16-Apr-2002	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	1019767	  	243929	  	Registered	  	Colombia	  	12-Mar-2001	  	01-Nov-2001	  	Worldspan*
								
	WORLDSPAN WIRED	  	1019769	  	243930	  	Registered	  	Colombia	  	12-Mar-2001	  	01-Nov-2001	  	Worldspan*
								
	WORLDSPAN	  	2001-8442	  	133619	  	Registered	  	Costa Rica	  	08-Nov-2001	  	17-May-2002	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	2001-8444	  	133620	  	Registered	  	Costa Rica	  	08-Nov-2001	  	17-May-2002	  	Worldspan*
								
	WORLDSPAN WIRED	  	2001/8443	  	133618	  	Registered	  	Costa Rica	  	08-Nov-2001	  	17-May-2002	  	Worldspan*
								
	WORLDSPAN	  	137905	  	223382	  	Registered	  	Czech Republic	  	23-Nov-1998	  	23-Mar-2000	  	Worldspan*
								
	GALILEO	  		  	123/08/RADM	  	Registered	  	Djibouti	  		  	22-Oct-1987	  	Galileo International LLC***
								
	GALILEO	  		  	23/88	  	Registered	  	Dominica	  	17-May-1988	  	17-May-1988	  	Galileo International LLC***


  
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Table of Contents



															
	GLOBE DESIGN	  		  	35/88	  	Registered	  	Dominica	  	07-Jul-1988	  	07-Jul-1988	  	Galileo International LLC***
								
	WORLDSPAN	  	102882	  	102882	  	Registered	  	Dominican Republic	  	20-Jan-1999	  	15-Mar-1999	  	Worldspan*
								
	WORLDSPAN	  	101047-99	  	I-8972-2003	  	Registered	  	Ecuador	  	23-Dec-1999	  	27-Feb-2002	  	Worldspan*
								
	WORLDSPAN	  	76440	  	76440	  	Registered	  	Egypt	  	13-Feb-1990	  	13-Feb-1990	  	Travelport, LP
								
	WORLDSPAN	  	E-4155-0	  	E-4155-00	  	Registered	  	El Salvador	  	08-Jun-2000	  	30-Aug-2001	  	Travelport, LP
								
	WORLDSPAN TRIP MANAGER	  	E-4157-00	  	21 Book 137	  	Registered	  	El Salvador	  	08-Jun-2000	  	17-Aug-2001	  	Worldspan*
								
	WORLDSPAN	  	98-02745	  	31455	  	Registered	  	Estonia	  	20-Nov-1998	  	29-Jun-2000	  	Travelport, LP
								
	WORLDSPAN	  	751107	  	751107	  	Registered	  	European Community	  	10-Feb-1998	  	13-Jul-1999	  	Worldspan*
								
	WORLDSPAN COMMERCIAL WORLD	  		  	674630	  	Registered	  	European Community	  		  	27-Sep-1999	  	Worldspan*
								
	WORLDSPAN CRUISE LINE SOURCE	  		  	674598	  	Registered	  	European Community	  		  	18-May-1999	  	Worldspan*
								
	WORLDSPAN POWER PRICING	  	674648	  	674648	  	Registered	  	European Community	  	31-Oct-1997	  	10-May-1999	  	Worldspan*
								
	WORLDSPAN SECURATE	  	674515	  	674515	  	Registered	  	European Community	  	31-Oct-1997	  	18-May-1999	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	674770	  	674770	  	Registered	  	European Community	  	31-Oct-1997	  	18-May-1999	  	Worldspan*
								
	WORLDSPAN WIRED	  	619403	  	619403	  	Registered	  	European Community	  	21-Aug-1997	  	16-Apr-1999	  	Worldspan*
								
	WORLDSPAN WORLD STP	  	674663	  	674663	  	Registered	  	European Community	  	31-Oct-1997	  	18-May-1999	  	Worldspan*
								
	WORLDSPAN WORLDGROUP	  	674739	  	674739	  	Registered	  	European Community	  	31-Oct-1997	  	18-May-1999	  	Worldspan*
								
	WORLDSPAN	  	1894-99	  	106819	  	Registered	  	Guatemala	  	10-Mar-1999	  	27-Sep-2000	  	Travelport, LP
								
	WORLDSPAN	  	9324/2000	  		  	Pending	  	Honduras	  	28-Jun-2000	  		  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	2000-9323	  		  	Pending	  	Honduras	  	28-Jun-2000	  		  	Worldspan*
								
	WORLDSPAN	  	9805000	  	199913288	  	Registered	  	Hong Kong	  	20-Apr-1998	  	29-Oct-1999	  	Worldspan*
								
	WORLDSPAN	  	M9403103	  	144567	  	Registered	  	Hungary	  	16-Aug-1994	  	14-May-1997	  	Worldspan*
								
	WORLDSPAN	  	849455	  	849455	  	Registered	  	India	  	05-Apr-1999	  	18-Jan-2007	  	Worldspan*
								
	WORLDSPAN	  	764/90	  	138503	  	Registered	  	Ireland	  	09-Feb-1990	  	09-Feb-1990	  	Worldspan*
								
	WORLDSPAN	  	75331	  	T/75331	  	Registered	  	Israel	  	12-Feb-1990	  	11-Aug-1993	  	Travelport, LP
								
	WORLDSPAN TRIP MANAGER	  	125746	  	125746	  	Registered	  	Israel	  	14-Feb-1999	  	06-Apr-2000	  	Travelport, LP
								
	WORLDSPAN WIRED	  	125745	  	125745	  	Registered	  	Israel	  	14-Feb-1999	  	07-Feb-2000	  	Travelport, LP
								
	GALILEO	  	9/1077	  	22338	  	Registered	  	Jamaica	  	01-Oct-1987	  	01-Oct-1987	  	Galileo International LLC***


  
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Table of Contents



															
	APOLLO	  	44374/90	  		  	Pending	  	Japan	  	19-Apr-1990	  		  	Galileo International LLC***
								
	WORLDSPAN	  	041543/98	  	4290403	  	Registered	  	Japan	  	20-May-1998	  	02-Jul-1999	  	Worldspan*
								
	WORLDSPAN WIRED	  	037993/99	  	4414965	  	Registered	  	Japan	  	30-Apr-1999	  	08-Sep-2000	  	Travelport, LP
								
	WORLDSPAN	  	041543/98	  	50544	  	Registered	  	Jordan	  	26-Jul-1998	  	26-Jul-1999	  	Worldspan*
								
	WORLDSPAN	  	SMA/1721	  	SMA/1721	  	Registered	  	Kenya	  	07-Jun-1999	  	09-Apr-2002	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	SMA/1725	  	SMA/1725	  	Registered	  	Kenya	  	07-Jun-1999	  	09-Apr-2002	  	Worldspan*
								
	WORLDSPAN WIRED	  	SMA/1726	  	SMA/1726	  	Registered	  	Kenya	  	07-Jun-1999	  	09-Apr-2002	  	Worldspan*
								
	WORLDSPAN	  	98-3667	  	55409	  	Registered	  	Korea, Republic of	  	11-May-1998	  	28-Jun-1999	  	Travelport, LP
								
	WORLDSPAN TRIP MANAGER	  	99/1605	  	59168	  	Registered	  	Korea, Republic of	  	18-Feb-1999	  	24-Jan-2000	  	Travelport, LP
								
	WORLDSPAN WIRED	  	99-1604	  	59167	  	Registered	  	Korea, Republic of	  	18-Feb-1999	  	24-Jan-2000	  	Travelport, LP
								
	WORLDSPAN	  	42584	  	39017	  	Registered	  	Kuwait	  	08-Mar-1999	  	17-Aug-2004	  	Worldspan*
								
	SWISH Design	  		  	78733	  	Registered	  	Lebanon	  	01-Jan-1999	  	02-Feb-1999	  	Worldspan*
								
	WORLDSPAN	  		  	76838	  	Registered	  	Lebanon	  	24-Aug-1998	  	24-Aug-1998	  	Worldspan*
								
	WORLDSPAN	  	119856	  	119856	  	Registered	  	Lebanon	  	18-Dec-2008	  	22-Dec-2008	  	Worldspan*
								
	WORLDSPAN GLOBE	  	76839	  	76839	  	Registered	  	Lebanon	  	24-Aug-1998	  	24-Aug-1998	  	Worldspan*
								
	Design only	  		  	11037	  	Registered	  	Liechtenstein	  		  	20-Jan-1999	  	Worldspan*
								
	Design only	  		  	11039	  	Registered	  	Liechtenstein	  		  	20-Jan-1999	  	Worldspan*
								
	WORLDSPAN	  	23615	  	23615	  	Registered	  	Malta	  	26-Sep-1994	  	22-Nov-1994	  	Worldspan*
								
	APOLLO	  	85091	  	400626	  	Registered	  	Mexico	  	09-Apr-1990	  	09-Apr-1990	  	Galileo International Partnership****
								
	COMMERCIAL WORLD	  		  	478505	  	Registered	  	Mexico	  	03-Nov-1994	  		  	Worldspan*
								
	CORPORATE APOLLO	  	85086	  	381173	  	Registered	  	Mexico	  	09-Apr-1990	  	09-Apr-1990	  	Galileo International Partnership****
								
	FOCALPOINT	  	85089	  	381268	  	Registered	  	Mexico	  	09-Apr-1990	  	09-Apr-1990	  	Galileo International Partnership****
								
	GALILEO	  	242267	  	505353	  	Registered	  	Mexico	  	31-Aug-1995	  	31-Aug-1995	  	Galileo International LLC***
								
	GALILEO	  	242265	  	505352	  	Registered	  	Mexico	  	31-Aug-1995	  	31-Aug-1995	  	Galileo International LLC***
								
	GALILEO	  	242266	  	906627	  	Registered	  	Mexico	  	31-Aug-1995	  	31-Oct-2005	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	356540	  	Registered	  	Mexico	  	14-Mar-1988	  	14-Mar-1988	  	Galileo Distribution Systems****


  
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Table of Contents



															
	GLOBE DESIGN	  		  	355596	  	Registered	  	Mexico	  	14-Mar-1988	  	14-Mar-1988	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	365583	  	Registered	  	Mexico	  	14-Mar-1988	  	14-Mar-1988	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	358386	  	Registered	  	Mexico	  	14-Mar-1988	  	14-Mar-1988	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	355595	  	Registered	  	Mexico	  	14-Mar-1988	  	14-Mar-1988	  	Galileo International LLC***
								
	HIGHWIRE	  	554405	  	755406	  	Registered	  	Mexico	  	01-Jul-2002	  	23-Jul-2002	  	Galileo International LLC***
								
	HIGHWIRE	  	554404	  	755405	  	Registered	  	Mexico	  	01-Jul-2002	  	23-Jul-2002	  	Galileo International LLC***
								
	LEISURESHOPPER	  	85088	  	381267	  	Registered	  	Mexico	  	09-Apr-1990	  	17-Aug-1995	  	Galileo International Partnership****
								
	POWER PRICING	  	355226	  	599816	  	Registered	  	Mexico	  	24-Nov-1998	  	29-Jan-1999	  	Worldspan*
								
	POWER SHOPPER	  	355225	  	599815	  	Registered	  	Mexico	  	24-Nov-1998	  	29-Jan-1999	  	Worldspan*
								
	QUANTITUDE	  		  	708514	  	Registered	  	Mexico	  		  	30-Jul-2001	  	Galileo International LLC***
								
	ROOMMASTER	  	85081	  	381170	  	Registered	  	Mexico	  	09-Apr-1990	  	09-Apr-1990	  	Galileo International Partnership****
								
	WORLDSPAN	  	81500	  	389828	  	Registered	  	Mexico	  	08-Feb-1990	  	31-Jan-1991	  	Worldspan*
								
	WORLDSPAN GO!	  	346680	  	595148	  	Registered	  	Mexico	  	09-Sep-1998	  	30-Nov-1998	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	355220	  	601714	  	Registered	  	Mexico	  	24-Nov-1998	  	25-Feb-1999	  	Worldspan*
								
	WORLDSPAN WIRED	  	218145	  	571542	  	Registered	  	Mexico	  	18-Dec-1997	  	27-Feb-1998	  	Worldspan*
								
	GALILEO	  	1375	  	1375	  	Registered	  	Montserrat	  	25-Jan-1988	  	25-Jan-1988	  	Galileo International LLC***
								
	GLOBE DESIGN	  	1382	  	1382	  	Registered	  	Montserrat	  	22-Apr-1988	  	22-Apr-1988	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	15114	  	Registered	  	Netherlands Antilles	  	29-Mar-1988	  	29-Mar-1988	  	Galileo International LLC***
								
	TOUR SOURCE	  	229384	  	229384	  	Registered	  	New Zealand	  	16-Aug-1993	  	03-Oct-1996	  	Worldspan*
								
	WORLDSPAN	  	303116	  	303116	  	Registered	  	New Zealand	  	21-Dec-1998	  	12-Jul-1999	  	Worldspan*
								
	WORLDSPAN	  	2000-003084	  	2010091875 CC	  	Registered	  	Nicaragua	  	28-Jun-2000	  	17-Nov-2010	  	Worldspan, L.P.
								
	WORLDSPAN	  	TP-38954	  	64319	  	Registered	  	Nigeria	  	25-Jan-1999	  	03-Sep-2003	  	Worldspan*
								
	WORLDSPAN	  	90.0745	  	148332	  	Registered	  	Norway	  	09-Feb-1990	  	02-Jan-1992	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	199901513	  	205971	  	Registered	  	Norway	  	15-Feb-1999	  	08-Dec-2000	  	Travelport, LP


  
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Table of Contents



															
	WORLDSPAN	  	157319	  	157319	  	Registered	  	Pakistan	  	25-Aug-1999	  	01-Oct-2005	  	Worldspan*
								
	WORLDSPAN	  	107382	  	107382	  	Registered	  	Panama	  	22-May-2000	  	16-Apr-2001	  	Worldspan, L.P.
								
	WORLDSPAN	  	5426-1999	  	222011	  	Registered	  	Paraguay	  	23-Mar-1999	  	19-Jan-2000	  	Travelport, LP
								
	POWER PRICING	  	20891	  	20891	  	Registered	  	Peru	  	23-Dec-1999	  	23-Mar-2000	  	Worldspan, L.P.
								
	POWER SHOPPER	  	20808	  	20808	  	Registered	  	Peru	  	23-Dec-1999	  	27-Mar-2000	  	Worldspan, L.P.
								
	SECURATE AIR	  	20807	  	20807	  	Registered	  	Peru	  	23-Dec-1997	  	27-Mar-2000	  	Worldspan, L.P.
								
	WORLDSPAN	  		  	25612	  	Registered	  	Peru	  		  	13-Mar-2001	  	Worldspan+
								
	WORLDSPAN	  		  	24366	  	Registered	  	Peru	  		  	30-Nov-2000	  	Worldspan+
								
	WORLDSPAN	  	96788	  	24945	  	Registered	  	Peru	  	14-Dec-1999	  	30-Nov-2000	  	Worldspan, L.P.**
								
	WORLDSPAN	  	97202	  	25612	  	Registered	  	Peru	  	14-Dec-1999	  	13-Mar-2001	  	Worldspan, L.P.**
								
	WORLDSPAN	  		  	24366	  	Registered	  	Peru	  		  	30-Nov-2000	  	Worldspan, L.P.**
								
	WORLDSPAN NET	  	96790	  	24947	  	Registered	  	Peru	  	14-Dec-1999	  	30-Nov-2000	  	Worldspan, L.P.**
								
	WORLDSPAN TRIP MANAGER	  	96786	  	24944	  	Registered	  	Peru	  	14-Dec-1999	  	30-Nov-2000	  	Worldspan, L.P.**
								
	WORLDSPAN WIRED	  	96789	  	24946	  	Registered	  	Peru	  	14-Dec-1999	  	30-Nov-2000	  	Worldspan, L.P.**
								
	WORLDSPAN	  	137173	  	92718	  	Registered	  	Poland	  	18-Aug-1994	  	11-Jun-1996	  	Worldspan*
								
	WORLDSPAN	  	261881	  	261881	  	Registered	  	Portugal	  	09-Feb-1990	  	20-Aug-1992	  	Worldspan*
								
	WORLDSPAN	  		  	47,671	  	Registered	  	Puerto Rico	  		  	31-Jan-2001	  	Worldspan*
								
	WORLDSPAN	  	20073	  	20073	  	Registered	  	Qatar	  	22-Feb-1999	  	22-May-2005	  	Worldspan*
								
	WORLDSPAN	  	39986	  	47417	  	Registered	  	Romania	  	26-Jun-1996	  	23-May-2003	  	Worldspan*
								
	WORLDSPAN	  	94033977	  	137328	  	Registered	  	Russian Federation	  	26-Sep-1994	  	25-Jan-1996	  	Worldspan*
								
	WORLDSPAN	  	34144	  	407/4	  	Registered	  	Saudi Arabia	  	22-May-1996	  	22-May-1996	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	48253	  	504/65	  	Registered	  	Saudi Arabia	  	15-Mar-1999	  	15-Mar-1999	  	Worldspan*
								
	WORLDSPAN WIRED	  	48252	  	555/54	  	Registered	  	Saudi Arabia	  	14-Mar-1999	  	14-Mar-1999	  	Worldspan*
								
	WORLDSPAN	  		  	T98/12799B	  	Registered	  	Singapore	  	23-Dec-1998	  	23-Dec-1998	  	Worldspan*
								
	WORLDSPAN	  	2977-98	  	192269	  	Registered	  	Slovakia	  	24-Nov-1998	  	25-Sep-2000	  	Worldspan*
								
	WORLDSPAN	  	98/23079	  	98/23079	  	Registered	  	South Africa	  	21-Dec-1998	  	05-Nov-2002	  	Worldspan*
								
	WORLDSPAN	  	91081	  	91081	  	Registered	  	Sri Lanka	  	14-Jan-1999	  	22-Jun-2004	  	Travelport, LP
								
	GLOBE DESIGN	  		  	3317	  	Registered	  	St. Kitts and Nevis	  	10-Oct-1988	  	10-Oct-1988	  	Galileo International LLC***
								
	GALILEO	  	112/87	  	112/87	  	Registered	  	St. Lucia	  	03-Nov-1987	  	03-Nov-1987	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	58/1988	  	Registered	  	St. Lucia	  	13-Jun-1988	  	13-Jun-1988	  	Galileo International LLC***


  
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Table of Contents



															
	WORLDSPAN	  	90-01358	  	230060	  	Registered	  	Sweden	  	12-Feb-1990	  	07-Feb-1992	  	Worldspan*
								
	Design only	  		  	388777	  	Registered	  	Switzerland	  		  	6-Jan-1992	  	Worldspan*
								
	WORLDSPAN	  	1113-1990.3	  	P-382487	  	Registered	  	Switzerland	  	09-Feb-1990	  	18-Apr-1991	  	Travelport, LP
								
	WORLDSPAN	  	06600/2000	  	P-478891	  	Registered	  	Switzerland	  	02-Jun-2000	  	24-Nov-2000	  	Travelport, LP
								
	WORLDSPAN	  		  		  	Pending	  	Syria	  		  		  	Worldspan*
								
	WORLDSPAN	  	88004124	  	120842	  	Registered	  	Taiwan	  	30-Jan-1999	  	01-Feb-2000	  	Worldspan, L.P.**
								
	WORLDSPAN GlOBE DESIGN	  		  	120843	  	Registered	  	Taiwan	  		  	1-Feb-2000	  	Worldspan*
								
	WORLDSPAN	  	TO/T/00/00309	  	809	  	Registered	  	Tonga	  	01-Feb-2000	  	01-Feb-2000	  	Travelport, LP
								
	WORLDSPAN	  	1222/90	  	117679	  	Registered	  	Turkey	  	16-Feb-1990	  	16-Feb-1990	  	Travelport, LP
								
	GALILEO	  	10456	  	10456	  	Registered	  	Turks and Caicos Islands	  	16-Nov-1987	  	16-Nov-1987	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	10479	  	Registered	  	Turks and Caicos Islands	  	02-Jun-1988	  	03-Jun-1988	  	Galileo International LLC***
								
	GALILEO	  	200811242	  		  	Pending	  	Ukraine	  	28-May-2008	  		  	Galileo International LLC***
								
	WORLDSPAN	  	28647	  	33687	  	Registered	  	United Arab Emirates	  	20-Oct-1998	  	09-Oct-2002	  	Worldspan*
								
	WORLDSPAN	  	1414155	  	B1414155	  	Registered	  	United Kingdom	  	10-Feb-1990	  	10-Jan-1992	  	Worldspan*
								
	APOLLO	  	73/283681	  	1268761	  	Registered	  	United States of America	  	28-Oct-1980	  	28-Feb-1984	  	Travelport, LP
								
	APOLLO	  	75/982339	  	2770579	  	Registered	  	United States of America	  	30-Apr-1999	  	07-Oct-2003	  	Travelport, LP
								
	APOLLO	  	75/694975	  	3555633	  	Registered	  	United States of America	  	30-Apr-1999	  	06-Jan-2009	  	Travelport, LP
								
	CAR SELECT	  	74/516307	  	1990503	  	Registered	  	United States of America	  	25-Apr-1994	  	30-Jul-1996	  	Travelport, LP
								
	COMMUNICATIONS INTEGRATOR	  	74/191414	  	1754967	  	Registered	  	United States of America	  	05-Aug-1991	  	02-Mar-1993	  	Travelport, LP
								
	FASTCLIP	  	74/556498	  	1924274	  	Registered	  	United States of America	  	02-Aug-1994	  	03-Oct-1995	  	Travelport, LP
								
	FASTMAIL	  	74/556493	  	1924272	  	Registered	  	United States of America	  	02-Aug-1994	  	03-Oct-1995	  	Travelport, LP
								
	FOCALPOINT	  	73/704318	  	1508532	  	Registered	  	United States of America	  	06-Jan-1988	  	11-Oct-1988	  	Travelport, LP
								
	FOCALPOINT	  	73/821591	  	1599827	  	Registered	  	United States of America	  	25-Aug-1989	  	05-Jun-1990	  	Travelport, LP
								
	FOCALPOINT (stylized)	  	74/009155	  	1617443	  	Registered	  	United States of America	  	08-Dec-1989	  	16-Oct-1990	  	Travelport, LP
								
	GALILEO	  	75/645802	  	2572524	  	Registered	  	United States of America	  	22-Feb-1999	  	28-May-2002	  	Travelport, LP
								
	GALILEO	  	73/700927	  	1647908	  	Registered	  	United States of America	  	16-Dec-1987	  	18-Jun-1991	  	Travelport, LP
								
	GALILEO VIEWTRIP	  	78/761872	  	3192513	  	Registered	  	United States of America	  	28-Nov-2005	  	02-Jan-2007	  	Travelport, LP


  
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Table of Contents



															
	GLOBE DESIGN	  	73/716956	  	1739496	  	Registered	  	United States of America	  	11-Mar-1988	  	15-Dec-1992	  	Travelport, LP
								
	LEISURESHOPPER (Stylized)	  	74/030113	  	1750832	  	Registered	  	United States of America	  	20-Feb-1990	  	02-Feb-1993	  	Travelport, LP
								
	MONEYSAVER (stylized)	  	73/486393	  	1399066	  	Registered	  	United States of America	  	21-Jun-1984	  	24-Jun-1986	  	Travelport, LP
								
	POWER PRICING	  	74/583593	  	1962894	  	Registered	  	United States of America	  	07-Oct-1994	  	19-Mar-1996	  	Travelport, LP
								
	POWER SHOPPER	  	75/130183	  	2115536	  	Registered	  	United States of America	  	05-Jul-1996	  	25-Nov-1997	  	Travelport, LP
								
	SCRIPTPRO	  	75/022125	  	2004517	  	Registered	  	United States of America	  	20-Nov-1995	  	01-Oct-1996	  	Travelport, LP
								
	SECURATE	  	74/497735	  	1947439	  	Registered	  	United States of America	  	07-Mar-1994	  	09-Jan-1996	  	Travelport, LP
								
	TECHXCHANGE	  	74/496166	  	1955617	  	Registered	  	United States of America	  	03-Mar-1994	  	13-Feb-1996	  	Travelport, LP
								
	TRAVEL TECHNOLOGY SO ADVANCED, IT’S SIMPLE	  	78/611753	  	3138318	  	Registered	  	United States of America	  	19-Apr-2005	  	05-Sep-2006	  	Travelport, LP
								
	TRAVELPORT ROOMS AND MORE	  	85/372,664	  		  	Pending	  	United States of America	  	15-Jul-2011	  		  	Travelport, LP
								
	VIEWPOINT	  	78/253544	  	2825299	  	Registered	  	United States of America	  	23-May-2003	  	23-Mar-2004	  	Travelport, LP
								
	WORLDSPAN	  	73/838498	  	1608514	  	Registered	  	United States of America	  	13-Nov-1989	  	31-Jul-1990	  	Travelport, LP
								
	WORLDSPAN AIRLINE SOURCE	  	74/409262	  	1874327	  	Registered	  	United States of America	  	06-Jul-1993	  	17-Jan-1995	  	Travelport, LP
								
	WORLDSPAN and design	  	75/346065	  	2189417	  	Registered	  	United States of America	  	22-Aug-1997	  	15-Sep-1998	  	Travelport, LP
								
	WORLDSPAN CAR SOURCE	  	74/264777	  	1785867	  	Registered	  	United States of America	  	13-Apr-1992	  	03-Aug-1993	  	Travelport, LP
								
	WORLDSPAN CORPORATE FLEET	  	75/277795	  	2209715	  	Registered	  	United States of America	  	21-Apr-1997	  	08-Dec-1998	  	Travelport, LP
								
	WORLDSPAN FARESOURCE	  	76/592364	  	3204293	  	Registered	  	United States of America	  	17-May-2004	  	30-Jan-2007	  	Travelport, LP
								
	WORLDSPAN GLOBE DESIGN	  	74/398846	  	1,828,591	  	Registered	  	United States of America	  	07-Jun-1993	  	29-Mar-1994	  	Worldspan, L.P.*
								
	WORLDSPAN GO!	  	75/435794	  	2275654	  	Registered	  	United States of America	  	17-Feb-1998	  	07-Sep-1999	  	Travelport, LP
								
	WORLDSPAN HOTEL SELECT	  	74/422004	  	1877037	  	Registered	  	United States of America	  	09-Aug-1993	  	31-Jan-1995	  	Travelport, LP
								
	WORLDSPAN HOTEL SOURCE	  	74/264828	  	1784474	  	Registered	  	United States of America	  	13-Apr-1992	  	27-Jul-1993	  	Travelport, LP
								
	WORLDSPAN INTERCHANGE	  	78/518375	  	3089656	  	Registered	  	United States of America	  	17-Nov-2004	  	09-May-2006	  	Travelport, LP
								
	WORLDSPAN RAPID REPRICE	  	76/458064	  	2971585	  	Registered	  	United States of America	  	15-Oct-2002	  	19-Jul-2005	  	Travelport, LP
								
	WORLDSPAN RATE RUNNER	  	78/661508	  	3209726	  	Registered	  	United States of America	  	30-Jun-2005	  	13-Feb-2007	  	Travelport, LP
								
	WORLDSPAN TOUR SOURCE	  	74/264795	  	1785868	  	Registered	  	United States of America	  	13-Apr-1992	  	03-Aug-1993	  	Travelport, LP


  
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Table of Contents



															
	Design only	  		  	315427	  	Pending	  	Uruguay	  	10-Aug-1999	  		  	Galileo International LLC***
								
	WORLDSPAN	  	321444	  	416711	  	Registered	  	Uruguay	  	24-Mar-2000	  	12-Oct-2000	  	Travelport, LP
								
	WORLDSPAN	  	MGU2010 0382	  	MGU20261	  	Registered	  	Uzbekistan	  	26-Feb-2010	  	15-Nov-2010	  	Travelport, LP
								
	GALILEO	  	12636-95	  	N-039161	  	Registered	  	Venezuela	  	22-Aug-1995	  	06-Aug-1999	  	The Galileo Company Limited****
								
	GALILEO	  		  	2236	  	Registered	  	Virgin Islands (British)	  	28-Dec-1987	  	28-Dec-1987	  	Galileo International LLC***
								
	GLOBE DESIGN	  		  	2241	  	Registered	  	Virgin Islands (British)	  	08-Jun-1988	  	08-Jun-1988	  	Galileo International LLC***
								
	WORLDSPAN	  	3982	  	3982	  	Registered	  	Western Samoa	  	31-Jan-2000	  	24-Sep-2001	  	Worldspan*
								
	WORLDSPAN TRIP MANAGER	  	3985	  	3985	  	Registered	  	Western Samoa	  	31-Jan-2000	  	24-Sep-2001	  	Worldspan*
								
	WORLDSPAN WIRED	  	3986	  	3986	  	Registered	  	Western Samoa	  	31-Jan-2000	  	24-Sep-2001	  	Worldspan*
								
	WORLDSPAN	  	15230	  	12819	  	Registered	  	Yemen, Republic of	  	27-Dec-1999	  	21-Jan-2001	  	Worldspan*

  

	+-	Instructions have been given to update records to reflect Travelport, LP as the record owner. 


	*-	“Worldspan” refers to “Worldspan, L.P.”, which changed its name to Travelport, LP. 


	**-	Worldspan, L.P. changed its name to Travelport, LP. 


	***-	The trademarks of Galileo International, LLC and Travelport International, LLC, through merger and contributions, are now owned by Travelport, LP.



	****-	Through mergers and name changes, the trademarks became owned by Galileo International, LLC, and are now owned by Travelport, LP. 


TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY 
 TRAVELPORT INC. 
  

															
	 Trademark
	  	 App. No.
	  	 Reg. No.
	  	 Status
	  	 Country
	  	 App. Date
	  	 Reg. Date
	  	 Record Owner

	TRAVELPORT	  	3200601306	  	54413	  	Registered	  	African Union Territories (OAPI)	  	17-Jul-2006	  	15-Nov-2006	  	Travelport Inc.
								
	TRAVELPORT	  	3200601305	  	54412	  	Registered	  	African Union Territories (OAPI)	  	17-Jul-2006	  	15-Nov-2006	  	Travelport Inc.
								
	Travelport Strata Design	  	3200601303	  	54410	  	Registered	  	African Union Territories (OAPI)	  	17-Jul-2006	  	15-Nov-2006	  	Travelport Inc.


  
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	Travelport Strata Design	  	3200601303	  	54411	  	Registered	  	African Union Territories (OAPI)	  	17-Jul-2006	  	15-Nov-2006	  	Travelport Inc.
								
	TRAVELPORT	  	102913	  		  	Pending	  	Algeria	  	14-Oct-2010	  		  	Travelport Inc.
								
	TRAVELPORT	  	22559/09	  		  	Pending	  	Angola	  	14-Aug-2009	  		  	Travelport Inc.
								
	TRAVELPORT	  	22560/09	  		  	Pending	  	Angola	  	14-Aug-2009	  		  	Travelport Inc.
								
	TRAVELPORT	  	22558/09	  		  	Pending	  	Angola	  	14-Aug-2009	  		  	Travelport Inc.
								
	TRAVELPORT	  	2.687.375	  	2.184.159	  	Registered	  	Argentina	  	19-Jul-2006	  	26-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	2.687.376	  	2.252.436	  	Registered	  	Argentina	  	19-Jul-2006	  	03-Oct-2008	  	Travelport Inc.
								
	TRAVELPORT	  	2.687.372	  	2.369.531	  	Registered	  	Argentina	  	19-Jul-2006	  	20-May-2010	  	Travelport Inc.
								
	TRAVELPORT	  	2.687.373	  	2.184.164	  	Registered	  	Argentina	  	19-Jul-2006	  	26-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	2.687.374	  	2.252.435	  	Registered	  	Argentina	  	19-Jul-2006	  	03-Oct-2008	  	Travelport Inc.
								
	TRAVELPORT	  	2.687.370	  	2.184.157	  	Registered	  	Argentina	  	19-Jul-2006	  	26-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	2.687.371	  	2.184.158	  	Registered	  	Argentina	  	19-Jul-2006	  	26-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	2.687.382	  	2.252.438	  	Registered	  	Argentina	  	19-Jul-2006	  	03-Oct-2008	  	Travelport Inc.
								
	Travelport Strata Design	  	2.687.377	  	2.184.163	  	Registered	  	Argentina	  	19-Jul-2006	  	26-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	2.687.381	  	2.184.161	  	Registered	  	Argentina	  	19-Jul-2006	  	26-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	2.687.380	  	2.252.437	  	Registered	  	Argentina	  	19-Jul-2006	  	03-Oct-2008	  	Travelport Inc.
								
	Travelport Strata Design	  	2.687.378	  	2273241	  	Registered	  	Argentina	  	19-Jul-2006	  	25-Feb-09	  	Travelport Inc.
								
	Travelport Strata Design	  	2.687.385	  	2.184.166	  	Registered	  	Argentina	  	19-Jul-2006	  	26-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	2.687.379	  	2.184.160	  	Registered	  	Argentina	  	19-Jul-2006	  	26-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	20060923	  	12019	  	Registered	  	Armenia	  	28-Jul-2006	  	07-Sep-2007	  	Travelport Inc.


  
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Table of Contents



															
	Travelport Strata Design	  	20060924	  	12020	  	Registered	  	Armenia	  	28-Jul-2006	  	07-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	26091	  	26091	  	Registered	  	Aruba	  	14-Apr-2006	  	02-Nov-2006	  	Travelport Inc.
								
	Travelport Strata Design	  	26092	  	26092	  	Registered	  	Aruba	  	08-Sep-2006	  	02-Nov-2006	  	Travelport Inc.
								
	TRAVELPORT	  	1012231	  	1012231	  	Registered	  	Australia	  	23-Jul-2004	  	23-Jul-2004	  	Travelport Inc.
								
	TRAVELPORT (subway logo)	  	1012232	  	1012232	  	Registered	  	Australia	  	23-Jul-2004	  	23-Jul-2004	  	Travelport Inc.
								
	Travelport Strata Design	  	1125163	  	1125163	  	Registered	  	Australia	  	20-Jul-2006	  	24-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	2006 0930	  	2007 1105	  	Registered	  	Azerbaijan	  	07-Jul-2006	  	30-Dec-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	20060939	  	2008 0491	  	Registered	  	Azerbaijan	  	11-Jul-2006	  	05-May-2008	  	Travelport Inc.
								
	TRAVELPORT WORD & STRATA DESIGN	  	52228	  	52228	  	Registered	  	Bahrain	  	20-Dec-2006	  	09-Jun-2009	  	Travelport Americas, Inc.*
								
	TRAVELPORT WORD & STRATA DESIGN	  	52230	  	52230	  	Registered	  	Bahrain	  	20-Dec-2006	  	09-Jun-2009	  	Travelport Americas, Inc.*
								
	TRAVELPORT WORD & STRATA DESIGN	  	52231	  	52231	  	Registered	  	Bahrain	  	20-Dec-2006	  	09-Jun-2009	  	Travelport Americas, Inc.*
								
	TRAVELPORT WORD & STRATA DESIGN	  	52233	  	52233	  	Registered	  	Bahrain	  	20-Dec-2006	  	09-Jun-2009	  	Travelport Americas, Inc.*
								
	TRAVELPORT WORD & STRATA DESIGN	  	52232	  	52232	  	Registered	  	Bahrain	  	20-Dec-2006	  	09-Jun-2009	  	Travelport Americas, Inc.*
								
	TRAVELPORT WORD & STRATA DESIGN	  	52234	  	52234	  	Registered	  	Bahrain	  	20-Dec-2006	  	09-Jun-2009	  	Travelport Americas, Inc.*
								
	TRAVELPORT WORD & STRATA DESIGN	  	52229	  	52229	  	Registered	  	Bahrain	  	20-Dec-2006	  	09-Jun-2009	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	119811	  		  	Pending	  	Bangladesh	  	30-Nov-2008	  		  	Travelport Inc.
								
	TRAVELPORT	  	119812	  		  	Pending	  	Bangladesh	  	30-Nov-2008	  		  	Travelport Inc.
								
	TRAVELPORT	  	119813	  		  	Pending	  	Bangladesh	  	30-Nov-2008	  		  	Travelport Inc.
								
	TRAVELPORT	  	45985	  	45985	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	45986	  	45986	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.


  
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Table of Contents



															
	TRAVELPORT	  	45988	  	45988	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	45987	  	45987	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	45989	  	45989	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	45990	  	45990	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT	  	45991	  	45991	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	45992	  	45992	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	45993	  	45993	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	45994	  	45994	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	45995	  	45995	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	45996	  	45996	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	45997	  	45997	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	45998	  	45998	  	Registered	  	Bermuda	  	01-Sep-2006	  	05-Sep-2007	  	Travelport Inc.
								
	Travelport Strata Design	  		  		  	Pending	  	BES Islands	  	10-Oct-2011	  		  	Travelport Inc.
								
	TRAVELPORT	  	BW/M/09/00011	  	BW/M/2009/00011	  	Registered	  	Botswana	  	12-Jan-2009	  	12-Jan-2009	  	Travelport Inc.
								
	TRAVELPORT	  	828.572.429	  	828.572.429	  	Registered	  	Brazil	  	21-Jul-2006	  	09-Aug-2011	  	Travelport Inc.
								
	TRAVELPORT	  	828.572.755	  	828.572.755	  	Registered	  	Brazil	  	21-Jul-2006	  	18-Aug-2009	  	Travelport Inc.
								
	TRAVELPORT	  	828.572.798	  	828.572.798	  	Registered	  	Brazil	  	21-Jul-2006	  	18-Aug-2009	  	Travelport Inc.
								
	TRAVELPORT	  	828.572.453	  	828.572.453	  	Registered	  	Brazil	  	21-Jul-2006	  	18-Aug-2009	  	Travelport Inc.
								
	TRAVELPORT	  	828.572.771	  	828.572.771	  	Registered	  	Brazil	  	21-Jul-2006	  	18-Aug-2009	  	Travelport Inc.
								
	TRAVELPORT	  	828.572.780	  	828.572.780	  	Registered	  	Brazil	  	21-Jul-2006	  	18-Aug-2009	  	Travelport Inc.


  
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Table of Contents



															
	TRAVELPORT	  	828.572.496	  	828.572.496	  	Registered	  	Brazil	  	21-Jul-2006	  	09-Aug-2011	  	Travelport Inc.
								
	Travelport Strata Design	  	828.572.690	  	828.572.690	  	Registered	  	Brazil	  	21-Jul-2006	  	25-May-2010	  	Travelport Inc.
								
	Travelport Strata Design	  	828.572.720	  	828.572.720	  	Registered	  	Brazil	  	21-Jul-2006	  	23-Feb-2010	  	Travelport Inc.
								
	Travelport Strata Design	  	828.572.607	  	828.572.607	  	Registered	  	Brazil	  	21-Jul-2006	  	23-Feb-2010	  	Travelport Inc.
								
	Travelport Strata Design	  	828.572.542	  	828.572.542	  	Registered	  	Brazil	  	21-Jul-2006	  	23-Feb-2010	  	Travelport Inc.
								
	Travelport Strata Design	  	828.572.518	  	828.572.518	  	Registered	  	Brazil	  	21-Jul-2006	  	23-Feb-2010	  	Travelport Inc.
								
	Travelport Strata Design	  	828.572.577	  	828.572.577	  	Registered	  	Brazil	  	21-Jul-2006	  	23-Feb-2010	  	Travelport Inc.
								
	Travelport Strata Design	  	828.572.623	  	828.572.623	  	Registered	  	Brazil	  	21-Jul-2006	  	23-Feb-2010	  	Travelport Inc.
								
	TRAVELPORT	  	32620	  	KH/31535/09	  	Registered	  	Cambodia	  	28-Nov-2008	  	28-May-2009	  	Travelport Inc.
								
	TRAVELPORT	  	32621	  	KH/31536/09	  	Registered	  	Cambodia	  	28-Nov-2008	  	28-May-2009	  	Travelport Inc.
								
	TRAVELPORT	  	32622	  	KH/31537/09	  	Registered	  	Cambodia	  	28-Nov-2008	  	28-May-2009	  	Travelport Inc.
								
	TRAVELPORT	  	1254462	  	714523	  	Registered	  	Canada	  	18-Apr-2005	  	15-May-2008	  	Travelport Inc.
								
	TRAVELPORT ROOMS AND MORE	  	1538402	  		  	Pending	  	Canada	  	28-Jul-2011	  		  	Travelport Inc.
								
	Travelport Strata Design	  	1308727	  	TMA773,659	  	Registered	  	Canada	  	13-Jul-2006	  	04-Aug-2010	  	Travelport Inc.
								
	TRAVELPORT TRAVERSA	  	1504567	  		  	Pending	  	Canada	  	19-Nov-2010	  		  	Travelport Inc.
								
	TRAVELPORT	  		  		  	Pending	  	Cape Verde	  	18-Mar-2009	  		  	Travelport Inc.
								
	TRAVELPORT	  	12332	  		  		  	Caribbean Netherlands (Bonaire, St. Eustatius, Saba)	  	20-Sep-2006	  		  	Travelport Inc.
								
	Travelport Strata Design	  	12420	  		  		  	Caribbean Netherlands (Bonaire, St. Eustatius, Saba)	  	20-Oct-2006	  		  	Travelport Inc.
								
	TRAVELPORT	  		  		  	Pending	  	Cayman Islands	  		  		  	Travelport Inc.


  
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Table of Contents



															
	TRAVELPORT	  	737848	  	786813	  	Registered	  	Chile	  	25-Jul-2006	  	10-May-2007	  	Travelport Inc.
								
	TRAVELPORT	  	737477	  	859049	  	Registered	  	Chile	  	25-Jul-2006	  	01-Sep-2009	  	Travelport Inc.
								
	Travelport Strata Design	  	737849	  	786814	  	Registered	  	Chile	  	25-Jul-2006	  	10-May-2007	  	Travelport Inc.
								
	Travelport Strata Design	  	737478	  	783544	  	Pending	  	Chile	  	25-Jul-2006	  	3-Apr-2007	  	Travelport Inc.
								
	TRAVELPORT	  	5527192	  	5527192	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-Nov-2009	  	Travelport Inc.
								
	TRAVELPORT	  	5527208	  	5527208	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-Dec-2009	  	Travelport Inc.
								
	TRAVELPORT	  	5527209	  		  	Pending	  	China (People’s Republic)	  	07-Aug-2006	  		  	Travelport Inc.
								
	TRAVELPORT	  	5527193	  		  	Pending	  	China (People’s Republic)	  	07-Aug-2006	  		  	Travelport Inc.
								
	TRAVELPORT	  	5527207	  	5527207	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-Nov-2009	  	Travelport Inc.
								
	TRAVELPORT	  	5527210	  	5527210	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-Nov-2009	  	Travelport Inc.
								
	TRAVELPORT	  	5527194	  	5527194	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	21-Jul-2009	  	Travelport Inc.
								
	TRAVELPORT IN CHINESE CHARACTERS	  	5557562	  	5557562	  	Registered	  	China (People’s Republic)	  	22-Aug-2006	  	28-Jul-2009	  	Travelport Inc.
								
	TRAVELPORT IN CHINESE CHARACTERS	  	5557557	  	5557557	  	Registered	  	China (People’s Republic)	  	22-Aug-2006	  	7-Oct-2009	  	Travelport Inc.
								
	TRAVELPORT IN CHINESE CHARACTERS	  	5557556	  	5557556	  	Pending	  	China (People’s Republic)	  	22-Aug-2006	  	7-Dec-2009	  	Travelport Inc.
								
	TRAVELPORT IN CHINESE CHARACTERS	  	5557561	  	5557561	  	Pending	  	China (People’s Republic)	  	22-Aug-2006	  	7-Sep-2007	  	Travelport Inc.
								
	TRAVELPORT IN CHINESE CHARACTERS	  	5557558	  	5557558	  	Pending	  	China (People’s Republic)	  	22-Aug-2006	  	7-Oct-2009	  	Travelport Inc.
								
	TRAVELPORT IN CHINESE CHARACTERS	  	5557560	  	5557560	  	Pending	  	China (People’s Republic)	  	22-Aug-2006	  	7-Oct-2009	  	Travelport Inc.
								
	TRAVELPORT IN CHINESE CHARACTERS	  	5557559	  	5557559	  	Pending	  	China (People’s Republic)	  	22-Aug-2006	  	7-Dec-2009	  	Travelport Inc.
								
	Travelport Strata Design	  	5527196	  	5527196	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-Sep-2009	  	Travelport Inc.
								
	Travelport Strata Design	  	5527197	  	5527197	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-Sep-2009	  	Travelport Inc.


  
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	Travelport Strata Design	  	5527198	  	5527198	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-Nov-2009	  	Travelport Inc.
								
	Travelport Strata Design	  	5527201	  	5527201	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	21-Feb-2010	  	Travelport Inc.
								
	Travelport Strata Design	  	5527200	  	5527200	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-Aug-2009	  	Travelport Inc.
								
	Travelport Strata Design	  	5527199	  	5527199	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-Sep-2009	  	Travelport Inc.
								
	Travelport Strata Design	  	5527195	  	5527195	  	Registered	  	China (People’s Republic)	  	07-Aug-2006	  	28-May-2010	  	Travelport Inc.
								
	TRAVELPORT	  	6103998	  	333090	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	6104003	  	333092	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	6104007	  	333094	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	6104009	  	333095	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	6104010	  	333096	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	6103996	  	333088	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	6104012	  	333097	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  		  	333087	  	Registered	  	Colombia	  		  	22-May-2007	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	6103997	  	333089	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	6104014	  	333098	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	6104005	  	333093	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	6104018	  	333100	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	6104002	  	333091	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	6103995	  	333087	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	6104016	  	333099	  	Registered	  	Colombia	  	13-Oct-2006	  	28-May-2007	  	Travelport Americas, Inc.*


  
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Table of Contents



															
	TRAVELPORT	  	D-600549	  	12332	  	Registered	  	Curacao	  	31-Aug-2006	  	20-Sep-2006	  	Travelport Inc.*
								
	Travelport Strata Design	  	D-600505	  	12420	  	Registered	  	Curacao	  	15-Aug-2006	  	20-Oct-2006	  	Travelport Inc.*
								
	TRAVELPORT	  	493/08/RADM	  	493/08/RADM	  	Registered	  	Djibouti	  	17-Dec-2008	  	17-Dec-2008	  	Travelport Inc.*
								
	TRAVELPORT	  	207447	  	207447	  	Registered	  	Egypt	  	30-Sep-2007	  	13-Jun-2010	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	207442	  	207442	  	Registered	  	Egypt	  	30-Sep-2007	  	16-Jun-2010	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	207444	  	207444	  	Registered	  	Egypt	  	30-Sep-2007	  	13-Jun-2010	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	207445	  	207445	  	Registered	  	Egypt	  	30-Sep-2007	  	10-Jun-2010	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	207448	  	207448	  	Registered	  	Egypt	  	30-Sep-2007	  	16-Aug-2010	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	207443	  	207443	  	Registered	  	Egypt	  	30-Sep-2007	  	13-Jun-2010	  	Travelport Americas, Inc.*
								
	TRAVELPORT	  	207446	  	207446	  	Registered	  	Egypt	  	30-Sep-2007	  	22-Sep-2010	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	207449	  	207449	  	Registered	  	Egypt	  	30-Sep-2007	  	16-Aug-2010	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	207452	  	207452	  	Registered	  	Egypt	  	30-Sep-2007	  	16-Aug-2010	  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	207453	  		  	Pending	  	Egypt	  	30-Sep-2007	  		  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	207454	  		  	Pending	  	Egypt	  	30-Sep-2007	  		  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	207451	  		  	Pending	  	Egypt	  	30-Sep-2007	  		  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	207455	  		  	Pending	  	Egypt	  	30-Sep-2007	  		  	Travelport Americas, Inc.*
								
	Travelport Strata Design	  	207450	  		  	Pending	  	Egypt	  	30-Sep-2007	  		  	Travelport Americas, Inc.*
								
	TRAVELPORT	  		  		  	Pending	  	Ethiopia	  		  		  	Travelport Inc.
								
	ASK TRAVELPORT	  	7015019	  	7015019	  	Registered	  	European Community	  	25-Jun-2008	  	10-Jun-2009	  	Travelport Inc.
								
	CARBO2N TRACKER BY TRAVELPORT	  	6892004	  	6892004	  	Registered	  	European Community	  	06-May-2008	  	22-Nov-2009	  	Travelport Inc.


  
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Table of Contents



															
								
	 CARBO2N TRACKER BY TRAVELPORT

(stylized in color)
	  	6892079	  	6892079	  	Registered	  	European Community	  	06-May-2008	  	22-Nov-2009	  	Travelport Inc.
								
	 CARBON TRACKER BY TRAVELPORT
	  	6891238	  	6891238	  	Registered	  	European Community	  	06-May-2008	  	31-Jan-2010	  	Travelport Inc.
								
	 GALILEO BY TRAVELPORT
	  	6833991	  		  	Pending	  	European Community	  	15-Apr-2008	  		  	Travelport Inc.
								
	 GALILEO BY TRAVELPORT AND DESIGN in color
	  	6778931	  		  	Pending	  	European Community	  	25-Mar-2008	  		  	Travelport Inc.
								
	 HOTELPORT
	  		  	4586591	  	Registered	  	European Community	  		  	04-Dec-2006	  	HotelPort, Inc.**
								
	 INTELLITRIP
	  	1640424	  		  	Pending	  	European Community	  	04-May-2008	  		  	Trip.com, Inc.***
								
	 IT SERVICES AND SOFTWARE BY TRAVELPORT
	  	6778682	  	6778682	  	Registered	  	European Community	  	25-Mar-2008	  	10-Jul-2009	  	Travelport Inc.
								
	 THETRIPCOM
	  		  	984641	  	Registered	  	European Community	  		  	17-Jun-2000	  	Trip.com, Inc.***
								
	 TRAVELPORT
	  	3321643	  		  	Pending	  	European Community	  	20-Aug-2003	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	9702580	  	9702580	  	Registered	  	European Community	  	20-Aug-2003	  	18-Jan-2011	  	Travelport Inc.
								
	 TRAVELPORT (subway logo in color)
	  	3321676	  	3321676	  	Registered	  	European Community	  	20-Aug-2003	  	03-Jul-2005	  	Travelport Inc.
								
	 TRAVELPORT BUSINESS INTELLIGENCE
	  	7370381	  	7370381	  	Registered	  	European Community	  	05-Nov-2008	  	29-Jul-2009	  	Travelport Inc.
								
	 TRAVELPORT CACHE CONTROL
	  	6586895	  	6586895	  	Registered	  	European Community	  	16-Jan-2008	  	25-Sep-2010	  	Travelport Inc.
								
	 TRAVELPORT CRUISE & TOUR
	  	6586937	  	6586937	  	Registered	  	European Community	  	16-Jan-2008	  	25-Sep-2009	  	Travelport Inc.
								
	 TRAVELPORT FARE VERIFIED
	  	6586821	  	6586821	  	Registered	  	European Community	  	16-Jan-2008	  	25-Sep-2009	  	Travelport Inc.
								
	 TRAVELPORT LEISURE
	  	6587414	  	6587414	  	Registered	  	European Community	  	16-Jan-2008	  	25-Sep-2009	  	Travelport Inc.
								
	 TRAVELPORT RAPID REPRICE
	  	6587364	  	6587364	  	Registered	  	European Community	  	16-Jan-2008	  	25-Sep-2010	  	Travelport Inc.
								
	 TRAVELPORT ROOMS AND MORE
	  	129211	  		  	Pending	  	European Community	  	18-Jul-2011	  		  	Travelport Inc.
								
	 Travelport Strata Design
	  	5190293	  	5190293	  	Registered	  	European Community	  	11-Jul-2006	  	19-Feb-2008	  	Travelport Inc.


  
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Table of Contents



															
	 TRAVELPORT TRAVERSA
	  	6734297	  	6734297	  	Registered	  	European Community	  	10-Mar-2008	  	23-Feb-2010	  	Travelport Inc.
								
	 TRAVELPORT UK RAIL
	  	7102379	  	7102379	  	Registered	  	European Community	  	28-Jul-2008	  	22-Feb-2010	  	Travelport Inc.
								
	 TRAVELPORT VIEWTRIP
	  	6594675	  	6594675	  	Registered	  	European Community	  	18-Jan-2008	  	10-Jul-2009	  	Travelport Inc.
								
	 WORLDSPAN BY TRAVELPORT
	  	6833651	  	6833651	  	Registered	  	European Community	  	15-Apr-2008	  	10-Jan-2011	  	Travelport Inc.
								
	 WORLDSPAN BY TRAVELPORT & DESIGN
	  	6778872	  	6778872	  	Registered	  	European Community	  	25-Mar-2008	  	04-Aug-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	39130/03-
2006	  	17683	  	Registered	  	Georgia	  	10-Jul-2006	  	25-Jul-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	39129/03-
2006	  	17682	  	Registered	  	Georgia	  	10-Jul-2006	  	25-Jul-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	1959/08	  	38825	  	Registered	  	Ghana	  	11-Dec-2008	  	11-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	1960/08	  	38826	  	Registered	  	Ghana	  	11-Dec-2008	  	11-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	1961/08	  	38827	  	Registered	  	Ghana	  	11-Dec-2008	  	11-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	300675991	  	300675991	  	Registered	  	Hong Kong	  	07-Jul-2006	  	07-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	300677719	  	300677719	  	Registered	  	Hong Kong	  	10-Jul-2006	  	30-Apr-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	1470774	  		  	Pending	  	India	  	18-Jul-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	1470775	  	773575	  	Registered	  	India	  	18-Jul-2006	  	25-Feb-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	1470778	  		  	Pending	  	India	  	18-Jul-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	1470777	  		  	Pending	  	India	  	18-Jul-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	1470776	  		  	Pending	  	India	  	18-Jul-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	1470773	  		  	Pending	  	India	  	18-Jul-2006	  		  	Travelport Inc.
								
	 Travelport Strata Design
	  	1474012	  	763638	  	Registered	  	India	  	28-Jul-2006	  	13-Nov-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	1474013	  	748590	  	Registered	  	India	  	28-Jul-2006	  	25-Aug-2008	  	Travelport Inc.


  
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Table of Contents



															
	 Travelport Strata Design
	  	1474011	  	747707	  	Registered	  	India	  	28-Jul-2006	  	23-Aug-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	1474015	  	742345	  	Registered	  	India	  	28-Jul-2006	  	08-Apr-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	1474010	  	749689	  	Registered	  	India	  	28-Jul-2006	  	29-Aug-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	1474014	  	759843	  	Registered	  	India	  	28-Jul-2006	  	20-Oct-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	D00.2006.023170	  	IDM000155091	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	D00.2006.023171	  	IDM000155092	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	J00.2006.023156	  	IDM000155082	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	J00.2006.023157	  	IDM000155083	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	J00.2006.023173	  	IDM000155093	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	J00.2006.023155	  	IDM000155081	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	J00.2006.023154	  	IDM000155080	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	D00.2006.023158	  	IDM000155084	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	J00.2006.023165	  	IDM000155089	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	J00.2006.023164	  	IDM000155088	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	J00.2006.023163	  	IDM000155087	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	J00.2006.023160	  	IDM000155086	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	D00.2006.023159	  	IDM000155085	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	J00.2006.023166	  	IDM000155090	  	Registered	  	Indonesia	  	21-Jul-2006	  	19-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	191657	  	191657	  	Registered	  	Israel	  	09-Jul-2006	  	3-Sep-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	191659	  	191659	  	Registered	  	Israel	  	09-Jul-2006	  	14-Feb-2008	  	Travelport Inc.


  
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	 TRAVELPORT
	  	191656	  	191656	  	Registered	  	Israel	  	09-Jul-2006	  	1-May-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	191653	  	191653	  	Registered	  	Israel	  	09-Jul-2006	  	14-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	191655	  	191655	  	Registered	  	Israel	  	09-Jul-2006	  	06-Aug-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	191658	  	191658	  	Registered	  	Israel	  	09-Jul-2006	  	1-May-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	191654	  	191654	  	Registered	  	Israel	  	09-Jul-2006	  	14-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	191662	  	191662	  	Registered	  	Israel	  	09-Jul-2006	  	06-Aug-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	191663	  	191663	  	Registered	  	Israel	  	09-Jul-2006	  	1-May-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	191661	  	191661	  	Registered	  	Israel	  	09-Jul-2006	  	14-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	191664	  	191664	  	Registered	  	Israel	  	09-Jul-2006	  	3-Sep-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	191660	  	191660	  	Registered	  	Israel	  	09-Jul-2006	  	14-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	191665	  	191665	  	Registered	  	Israel	  	09-Jul-2006	  	1-May-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	191666	  	191666	  	Registered	  	Israel	  	09-Jul-2006	  	14-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006-074431	  	5078887	  	Registered	  	Japan	  	09-Aug-2006	  	21-Sep-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006-074432	  	5078888	  	Registered	  	Japan	  	09-Aug-2006	  	21-Sep-2007	  	Travelport Inc.
								
	 TRAVELPORT & Strata design
	  	104719	  	104719	  	Registered	  	Jordan	  	21-Dec-2008	  	21-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT and Strata design
	  	103935	  	103935	  	Registered	  	Jordan	  	28-Sep-2008	  	28-Sep-2008	  	Travelport Inc.
								
	 TRAVELPORT and Strata design
	  	104487	  	104487	  	Registered	  	Jordan	  	28-Sep-2008	  	28-Sep-2008	  	Travelport Inc.
								
	 TRAVELPORT and Strata design
	  	103937	  	103937	  	Registered	  	Jordan	  	28-Sep-2008	  	28-Sep-2008	  	Travelport Inc.
								
	 TRAVELPORT and Strata design
	  	104539	  	104539	  	Registered	  	Jordan	  	28-Sep-2008	  	28-Sep-2008	  	Travelport Inc.
								
	 TRAVELPORT and Strata design
	  	103936	  	103936	  	Registered	  	Jordan	  	28-Sep-2008	  	28-Sep-2008	  	Travelport Inc.


  
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	 TRAVELPORT and Strata design
	  	105362	  	105362	  	Registered	  	Jordan	  	28-Sep-2008	  	28-Sep-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	45618	  	32238	  	Registered	  	Kazakhstan	  	25-Dec-2008	  	15-Jun-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	64668	  	64668	  	Registered	  	Kenya	  	17-Dec-2008	  	19-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	45/2006/2526	  		  	Pending	  	Korea, Republic of	  	12-Jul-2006	  	—	  	Travelport Inc.
								
	 Travelport Strata Design
	  	45/2006/2486	  	—	  	Registered	  	Korea, Republic of	  	11-Jul-2006	  	—	  	Travelport Inc.
								
	 TRAVELPORT
	  	98204	  	98204	  	Registered	  	Kuwait	  	28-Sep-2008	  	29-Sep-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	98205	  	90244	  	Registered	  	Kuwait	  	29-Sep-2008	  	29-Sep-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	98206	  		  	Pending	  	Kuwait	  	29-Sep-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	201002663	  	10665	  	Registered	  	Kyrgyz Republic	  	24-Jun-2010	  	29-Jul-2011	  	Travelport Inc.
								
	 TRAVELPORT
	  	15173	  	14757	  	Registered	  	Laos	  	17-Oct-2006	  	15-Jun-2007	  	Travelport Americas,Inc.*
								
	 TRAVELPORT
	  	15174	  	14758	  	Registered	  	Laos	  	17-Oct-2006	  	15-Jun-2007	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	15175	  	14759	  	Registered	  	Laos	  	17-Oct-2006	  	15-Jun-2007	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	15176	  	14760	  	Registered	  	Laos	  	17-Oct-2006	  	15-Jun-2007	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	15178	  	14762	  	Registered	  	Laos	  	17-Oct-2006	  	15-Jun-2007	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	15177	  	14761	  	Registered	  	Laos	  	17-Oct-2006	  	15-Jun-2007	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	15179	  	14763	  	Registered	  	Laos	  	17-Oct-2006	  	15-Jun-2007	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	15201	  	14785	  	Registered	  	Laos	  	18-Oct-2006	  	21-Jun-2007	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	15202	  	14786	  	Registered	  	Laos	  	18-Oct-2006	  	21-Jun-2007	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	15203	  	14787	  	Registered	  	Laos	  	18-Oct-2006	  	21-Jun-2007	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	15204	  	14788	  	Registered	  	Laos	  	18-Oct-2006	  	21-Jun-2007	  	Travelport Americas, Inc.*


  
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Table of Contents



															
	 Travelport Strata Design
	  	15205	  	14789	  	Registered	  	Laos	  	18-Oct-2006	  	21- Jun- 2007	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	15206	  	14790	  	Registered	  	Laos	  	18-Oct-2006	  	21- Jun- 2007	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	15207	  	14791	  	Registered	  	Laos	  	18-Oct-2006	  	21- Jun- 2007	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	8746	  	119857	  	Registered	  	Lebanon	  	18-Dec-2008	  	22-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	MW/TM/
 2008/00711
	  	MW/TM/
 2008/00711
	  	Registered	  	Malawi	  	11-Dec-2008	  	15- Sep-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	MW/TM/
2008/00712	  	MW/TM/
2008/00712	  	Registered	  	Malawi	  	11-Dec-2008	  	11- Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	6014580	  		  	Pending	  	Malaysia	  	16-Aug-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	6014581	  	6014581	  	Registered	  	Malaysia	  	16-Aug-2006	  	14- Apr-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	6014582	  		  	Pending	  	Malaysia	  	16-Aug-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	6014583	  		  	Pending	  	Malaysia	  	16-Aug-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	6014584	  		  	Pending	  	Malaysia	  	16-Aug-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	6014585	  	6014585	  	Registered	  	Malaysia	  	16-Aug-2006	  	10- Dec-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	6014586	  		  	Pending	  	Malaysia	  	16-Aug-2006	  		  	Travelport Inc.
								
	 Travelport Strata Design
	  	6014577	  		  	Pending	  	Malaysia	  	16-Aug-2006	  		  	Travelport Inc.
								
	 Travelport Strata Design
	  	6014578	  	6014578	  	Registered	  	Malaysia	  	16-Aug-2006	  	16-Aug-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	6014573	  	6014573	  	Registered	  	Malaysia	  	16-Aug-2006	  	25- May-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	6014579	  	6014579	  	Registered	  	Malaysia	  	16-Aug-2006	  	16- Aug-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	6014574	  		  	Pending	  	Malaysia	  	16-Aug-2006	  		  	Travelport Inc.
								
	 Travelport Strata Design
	  	6014575	  	6014575	  	Registered	  	Malaysia	  	16-Aug-2006	  	16- Aug-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	6014576	  	6014576	  	Registered	  	Malaysia	  	16-Aug-2006	  	02-Sep-2008	  	Travelport Inc.


  
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Table of Contents



															
	 TRAVELPORT
	  	MU/M/06/04731	  	3613/2007	  	Registered	  	Mauritius	  	14-Apr-2006	  	08-Aug-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	MU/M/06/04753	  	3617/2007	  	Registered	  	Mauritius	  	12-Jul-2006	  	08-Aug-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	793897	  	1108784	  	Registered	  	Mexico	  	12-Jul-2006	  	03-Jul-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	793899	  	1131782	  	Registered	  	Mexico	  	12-Jul-2006	  	25-Nov-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	793894	  	978466	  	Registered	  	Mexico	  	12-Jul-2006	  	26-Mar-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	793898	  	961716	  	Registered	  	Mexico	  	12-Jul-2006	  	17-Nov-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	793895	  	974887	  	Registered	  	Mexico	  	12-Jul-2006	  	27-Feb-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	793893	  	961714	  	Registered	  	Mexico	  	12-Jul-2006	  	17-Nov-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	793896	  	1258258	  	Registered	  	Mexico	  	12-Jul-2006	  	14-Dec-2011	  	Travelport Inc.
								
	 Travelport Strata Design
	  	793904	  	956000	  	Registered	  	Mexico	  	12-Jul-2006	  	28-Sep-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	793908	  	963006	  	Registered	  	Mexico	  	12-Jul-2006	  	23-Nov-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	793906	  	963005	  	Registered	  	Mexico	  	12-Jul-2006	  	23-Nov-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	793905	  	963004	  	Registered	  	Mexico	  	12-Jul-2006	  	23-Nov-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	793901	  	963003	  	Registered	  	Mexico	  	12-Jul-2006	  	23-Nov-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	793902	  	1009751	  	Registered	  	Mexico	  	12-Jul-2006	  	31-Oct-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	793900	  	963002	  	Registered	  	Mexico	  	12-Jul-2006	  	23-Nov-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	8238	  	7492	  	Registered	  	Mongolia	  	01-Dec-2008	  	01-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	14399/2008	  		  	Pending	  	Mozambique	  	29-Dec-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	14400/2008	  		  	Pending	  	Mozambique	  	29-Dec-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	14401/2008	  		  	Pending	  	Mozambique	  	29-Dec-2008	  		  	Travelport Inc.


  
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Table of Contents



															
	 TRAVELPORT
	  	33102	  		  	Pending	  	Nepal	  	03-Feb-2009	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	33103	  		  	Pending	  	Nepal	  	03-Feb-2009	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	33104	  		  	Pending	  	Nepal	  	03-Feb-2009	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	D-600549	  	12332	  	Registered	  	Netherlands Antilles	  	31-Aug-2006	  	20-Sep-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	D-600505	  	12420	  	Registered	  	Netherlands Antilles	  	15-Aug-2006	  	20-Oct-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	750931	  	750931	  	Registered	  	New Zealand	  	10-Jul-2006	  	08-Feb-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	751011	  	751011	  	Registered	  	New Zealand	  	10-Jul-2006	  	08-Feb-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	F/TM/
2008/15387	  	82792	  	Registered	  	Nigeria	  	16-Dec-2008	  	16-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	F/TM/
2008/15388	  	82793	  	Registered	  	Nigeria	  	16-Dec-2008	  	16-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	F/TM/
2008/15389	  	82791	  	Registered	  	Nigeria	  	16-Dec-2008	  	16-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	200607103	  	238434	  	Registered	  	Norway	  	10-Jul-2006	  	21-Mar-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	200607526	  	238678	  	Pending	  	Norway	  	19-Jul-2006	  	10-Apr-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	42018	  	42018	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	42019	  	42019	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	42022	  	42022	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	42020	  	42020	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	42023	  	42023	  	Registered	  	Oman	  	28-Oct-2006	  	10-May-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	42021	  	42021	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	42024	  	42024	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	42028	  	42028	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*


  
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Table of Contents



															
	 Travelport Strata Design
	  	42025	  	42025	  	Registered	  	Oman	  	28-Oct-2006	  	10-May-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	42027	  	42027	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	42030	  	42030	  	Registered	  	Oman	  	28-Oct-2006	  	07-Aug-2007	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	42031	  	42031	  	Registered	  	Oman	  	28-Oct-2006	  	07-Aug-2007	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	42026	  	42026	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	42029	  	42029	  	Registered	  	Oman	  	28-Oct-2006	  	08-Mar-2009	  	Travelport Americas, Inc.*
								
	 GALILEO BY TRAVELPORT
	  	264180	  		  	Pending	  	Pakistan	  	03-Apr-2009	  		  	Travelport Inc.
								
	 GALILEO BY TRAVELPORT
	  	264181	  		  	Pending	  	Pakistan	  	03-Apr-2009	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	A68084	  	A68084	  	Registered	  	Papua New Guinea	  	04-Dec-2008	  	04-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	A68085	  	A68085	  	Registered	  	Papua New Guinea	  	04-Dec-2008	  	04-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	A68086	  	A68086	  	Registered	  	Papua New Guinea	  	04-Dec-2008	  	04-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	285277	  	125860	  	Registered	  	Peru	  	18-Jul-2006	  	30-Mar-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	285278	  	125136	  	Registered	  	Peru	  	18-Jul-2006	  	28-Feb-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	285279	  	45333	  	Registered	  	Peru	  	18-Jul-2006	  	22-Feb-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	285280	  	45291	  	Registered	  	Peru	  	18-Jul-2006	  	19-Feb-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	285281	  	45775	  	Registered	  	Peru	  	18-Jul-2006	  	09-Apr-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	285282	  	45334	  	Registered	  	Peru	  	18-Jul-2006	  	22-Feb-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	285283	  	45867	  	Registered	  	Peru	  	18-Jul-2006	  	16-Apr-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	285270	  	127599	  	Registered	  	Peru	  	18-Jul-2006	  	28-May-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	285271	  	127135	  	Registered	  	Peru	  	18-Jul-2006	  	28-Feb-2007	  	Travelport Inc.


  
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Table of Contents



															
	 Travelport Strata Design
	  	285272	  	45394	  	Registered	  	Peru	  	18-Jul-2006	  	28-Feb-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	285273	  	45395	  	Registered	  	Peru	  	18-Jul-2006	  	28-Feb-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	285274	  	46320	  	Registered	  	Peru	  	18-Jul-2006	  	28-May-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	285275	  	45396	  	Registered	  	Peru	  	18-Jul-2006	  	28-Feb-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	285276	  	46321	  	Registered	  	Peru	  	18-Jul-2006	  	28-May-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	4-2006-009296	  		  	Pending	  	Philippines	  	23-Aug-2006	  		  	Travelport Inc.
								
	 Travelport Strata Design
	  	4-2006-009297	  	4-2006-009297	  	Registered	  	Philippines	  	23-Aug-2006	  	29-Oct-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	44732	  	44732	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	44731	  	44731	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	44734	  	44734	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	44735	  	44734	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	44736	  	44736	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	44733	  	44733	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	44737	  	44737	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	44741	  	44741	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	44742	  	44742	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	44738	  	44738	  	Registered	  	Qatar	  	16-May-2007	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	44739	  	44739	  	Registered	  	Qatar	  	16-May-2007	  	30-Sep-2009	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	44740	  	44740	  	Registered	  	Qatar	  	16-May-2007	  	30-Sep-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	2006719462	  	370294	  	Registered	  	Russian Federation	  	13-Jul-2006	  	22-Jan-2009	  	Travelport Inc.


  
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Table of Contents



															
	 TRAVELPORT
	  	2008709393	  	390555	  	Registered	  	Russian
Federation	  	28-Mar-2008	  	05-Oct-2009	  	Travelport
Inc.
								
	 Travelport Strata Design
	  	2006719463	  	342000	  	Registered	  	Russian
Federation	  	13-Jul-2007	  	23-Jan-2008	  	Travelport
Inc.
								
	 TRAVELPORT
	  	6541/JRK	  		  	Pending	  	Rwanda	  	11-Dec-2008	  		  	Travelport
Inc.
								
	 TRAVELPORT
	  	109646	  	1120/25	  	Registered	  	Saudi Arabia	  	26-Sep-2006	  	27-Dec-2009	  	Travelport
Inc.
								
	 TRAVELPORT
	  	109647	  	1120/26	  	Registered	  	Saudi Arabia	  	26-Sep-2006	  	27-Dec-2009	  	Travelport
Inc.
								
	 TRAVELPORT
	  	109648	  	1120/27	  	Registered	  	Saudi Arabia	  	26-Sep-2006	  	27-Dec-2009	  	Travelport
Inc.
								
	 TRAVELPORT
	  	109649	  	1120/28	  	Registered	  	Saudi Arabia	  	26-Sep-2006	  	27-Dec-2009	  	Travelport
Inc.
								
	 TRAVELPORT
	  	109650	  	1120/29	  	Registered	  	Saudi Arabia	  	26-Sep-2006	  	27-Dec-2009	  	Travelport
Inc.
								
	 TRAVELPORT
	  	109651	  	1123/47	  	Registered	  	Saudi Arabia	  	26-Sep-2006	  	30-Dec-2009	  	Travelport
Inc.
								
	 TRAVELPORT
	  	109652	  	1123/48	  	Registered	  	Saudi Arabia	  	26-Sep-2006	  	30-Dec-2009	  	Travelport
Inc.
								
	 Travelport Strata Design
	  	109653	  		  	Pending	  	Saudi Arabia	  	26-Sep-2007	  		  	Travelport
Inc.
								
	 Travelport Strata Design
	  	109654	  	969-82	  	Registered	  	Saudi Arabia	  	26-Sep-2007	  	16-Jan-2008	  	Travelport
Inc.
								
	 Travelport Strata Design
	  	109655	  	1131/46	  	Registered	  	Saudi Arabia	  	26-Sep-2007	  	10-Feb-2010	  	Travelport
Inc.
								
	 Travelport Strata Design
	  	109656	  	951/3/	  	Registered	  	Saudi Arabia	  	26-Sep-2007	  	21-Oct-2007	  	Travelport
Inc.
								
	 Travelport Strata Design
	  	109657	  		  	Pending	  	Saudi Arabia	  	26-Sep-2007	  		  	Travelport
Inc.
								
	 Travelport Strata Design
	  	109658	  		  	Pending	  	Saudi Arabia	  	26-Sep-2007	  		  	Travelport
Inc.
								
	 Travelport Strata Design
	  	109659	  	951/57	  	Registered	  	Saudi Arabia	  	26-Sep-2007	  	21-Oct-2007	  	Travelport
Inc.
								
	 TRAVELPORT
	  	T06/13592A	  	T06/13592A	  	Registered	  	Singapore	  	11-Jul-2006	  	11-Jul-2006	  	Travelport
Inc.
								
	 TRAVELPORT
	  	T06/13593Z	  	T06/13593Z	  	Registered	  	Singapore	  	11-Jul-2006	  	11-Jul-2006	  	Travelport
Inc.
								
	 TRAVELPORT
	  	T06/13595F	  	T06/13595F	  	Registered	  	Singapore	  	11-Jul-2006	  	11-Jul-2006	  	Travelport
Inc.


  
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Table of Contents



															
	 TRAVELPORT
	  	T06/13598J	  	T06/13598J	  	Registered	  	Singapore	  	11-Jul-2006	  	11-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	T06/13597B	  	T06/13597B	  	Registered	  	Singapore	  	11-Jul-2006	  	11-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	T06/13596D	  	T06/13596D	  	Registered	  	Singapore	  	11-Jul-2006	  	11-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	T06/13594H	  	T06/13594H	  	Registered	  	Singapore	  	11-Jul-2006	  	11-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	T06/13783E	  	T06/13783E	  	Registered	  	Singapore	  	13-Jul-2006	  	13-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	T06/13779G	  	T06/13779G	  	Registered	  	Singapore	  	13-Jul-2006	  	13-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	T06/13778I	  	T06/13778I	  	Registered	  	Singapore	  	13-Jul-2006	  	13-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	T06/13785A	  	T06/13785A	  	Registered	  	Singapore	  	13-Jul-2006	  	13-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	T06/13784C	  	T06/13784C	  	Registered	  	Singapore	  	13-Jul-2006	  	13-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	T06/13782G	  	T06/13782G	  	Registered	  	Singapore	  	13-Jul-2006	  	13-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	T06/13780J	  	T06/13780J	  	Registered	  	Singapore	  	13-Jul-2006	  	13-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006/15183	  	2006/15183	  	Registered	  	South Africa	  	07-Jul-2006	  	07-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006/15187	  	2006/15187	  	Registered	  	South Africa	  	07-Jul-2006	  	07-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006/15184	  	2006/15184	  	Registered	  	South Africa	  	07-Jul-2006	  	07-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006/15185	  	2006/15185	  	Registered	  	South Africa	  	07-Jul-2006	  	02-Feb-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006/15186	  	2006/15186	  	Registered	  	South Africa	  	07-Jul-2006	  	07-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006/15188	  	2006/15188	  	Registered	  	South Africa	  	07-Jul-2006	  	07-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006/15189	  	2006/15189	  	Registered	  	South Africa	  	07-Jul-2006	  	07-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006/15302	  	2006/15302	  	Registered	  	South Africa	  	10-Jul-2006	  	10-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006/15300	  	2006/15300	  	Registered	  	South Africa	  	10-Jul-2006	  	10-Jul-2006	  	Travelport Inc.


  
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	 Travelport Strata Design
	  	2006/15304	  	2006/15304	  	Registered	  	South Africa	  	10-Jul-2006	  	10-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006/15299	  	2006/15299	  	Registered	  	South Africa	  	10-Jul-2006	  	10-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006/15301	  	2006/15301	  	Registered	  	South Africa	  	10-Jul-2006	  	10-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006/15305	  	2006/15305	  	Registered	  	South Africa	  	10-Jul-2006	  	10-Jul-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006/15303	  	2006/15303	  	Registered	  	South Africa	  	10-Jul-2006	  	10-Jul-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	147268	  		  	Pending	  	Sri Lanka	  	24-Sep-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	147272	  		  	Pending	  	Sri Lanka	  	24-Sep-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	147273	  		  	Pending	  	Sri Lanka	  	24-Sep-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	147271	  		  	Pending	  	Sri Lanka	  	24-Sep-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	147270	  		  	Pending	  	Sri Lanka	  	24-Sep-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	147269	  		  	Pending	  	Sri Lanka	  	24-Sep-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	D-600549	  	12332	  	Registered	  	St. Maarten	  	31-Aug-2006	  	20-Sep-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	D-600505	  	12420	  	Registered	  	St. Maarten	  	15-Aug-2006	  	20-Oct-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	36264	  		  	Pending	  	Sudan	  	28-Oct-2006	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	36267	  		  	Pending	  	Sudan	  	28-Oct-2006	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	36265	  		  	Pending	  	Sudan	  	28-Oct-2006	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	36268	  		  	Pending	  	Sudan	  	28-Oct-2006	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	36269	  		  	Pending	  	Sudan	  	28-Oct-2006	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	36270	  		  	Pending	  	Sudan	  	28-Oct-2006	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	36266	  		  	Pending	  	Sudan	  	28-Oct-2006	  		  	Travelport Americas, Inc.*


  
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	 Travelport Strata Design
	  	36258	  		  	Pending	  	Sudan	  	28-Oct-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	36262	  		  	Pending	  	Sudan	  	28-Oct-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	36263	  		  	Pending	  	Sudan	  	28-Oct-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	36257	  		  	Pending	  	Sudan	  	28-Oct-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	36259	  		  	Pending	  	Sudan	  	28-Oct-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	36260	  		  	Pending	  	Sudan	  	28-Oct-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	36261	  		  	Pending	  	Sudan	  	28-Oct-2007	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	21716	  	21716	  	Registered	  	Suriname	  	24-Dec-2008	  	24-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	56024/2006	  	553361	  	Registered	  	Switzerland	  	07-Jul-2006	  	03-Jan-2007	  	Travelport Inc.
								
	 Travelport Strata Design
	  	56069	  	553377	  	Registered	  	Switzerland	  	10-Jul-2006	  	03-Jan-2007	  	Travelport Inc.
								
	 TRAVELPORT
	  	151	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	153	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	154	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	150	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	152	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	155	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	156	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	160	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	161	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	159	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*


  
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Table of Contents



															
	 Travelport Strata Design
	  	163	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	162	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	157	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	158	  		  	Pending	  	Syria	  	09-Jan-2007	  		  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	95047747	  	1311785	  	Registered	  	Taiwan	  	19-Sep-2006	  	16-May-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	95047746	  	1303548	  	Registered	  	Taiwan	  	19-Sep-2006	  	1-Mar-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	10010541	  	TJ 9749	  	Registered	  	Tajikistan	  	21-Jun-2010	  	21-Jun-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	TZ/S/2008/520	  		  	Pending	  	Tanganyika	  	10-Dec-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	TZ/S/2008/521	  		  	Pending	  	Tanganyika	  	10-Dec-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	TZ/S/2008/522	  		  	Pending	  	Tanganyika	  	10-Dec-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  		  		  	Pending	  	Tanzania	  		  		  	Travelport Inc.
								
	 TRAVELPORT
	  	638310	  	Kor282262	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	638312	  	BOR36191	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	638311	  	269621	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	638313	  	BOR36197	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	638314	  		  	Pending	  	Thailand	  	08-Sep-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	638315	  	BOR36618	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	638316	  	BOR36151	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	638322	  	35654	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	638323	  	35653	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.


  
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Table of Contents



															
	Travelport Strata Design	  	638319	  	269620	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	638324	  	bOR36323	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	638318	  	Kor295821	  	Registered	  	Thailand	  	08-Sep-2006	  	07-Apr-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	638320	  	BOR36216	  	Registered	  	Thailand	  	08-Sep-2006	  	07-Sep-2006	  	Travelport Inc.
								
	 Travelport Strata Design
	  	638321	  	BOR35613	  	Registered	  	Thailand	  	08-Sep-2006	  	08-Sep-2006	  	Travelport Inc.
								
	 TRAVELPORT
	  	EE062750	  	EE062750	  	Registered	  	Tunisia	  	16-Oct-2006	  	16-Apr-2008	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	EE062751	  	EE062751	  	Registered	  	Tunisia	  	16-Oct-2006	  	16-Apr-2008	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	2006/50039	  	2006/50039	  	Registered	  	Turkey	  	16-Aug-2006	  	16-Oct-2006	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	2006-50514	  	2006/50514	  	Registered	  	Turkey	  	18-Oct-2006	  	18-Oct-2006	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	31833	  	31833	  	Registered	  	Uganda	  	16-Dec-2008	  	16-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	31834	  	31834	  	Registered	  	Uganda	  	16-Dec-2008	  	25-May-2011	  	Travelport Inc.
								
	 TRAVELPORT
	  	2008 22129	  	127335	  	Registered	  	Ukraine	  	25-Dec-2008	  	25-Aug-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	85408	  	102648	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	28-Apr-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	85407	  		  	Pending	  	United Arab Emirates	  	14-Sep-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	85413	  	102639	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	27-Apr-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	85410	  		  	Pending	  	United Arab Emirates	  	14-Sep-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	85411	  	102641	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	28-Apr-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	85412	  		  	Pending	  	United Arab Emirates	  	14-Sep-2006	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	85409	  	102642	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	28-Apr-2010	  	Travelport Inc.
								
	 Travelport Strata Design
	  	85400	  	87872	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	20-Apr-2008	  	Travelport Inc.


  
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Table of Contents



															
	Travelport Strata Design	  	85401	  	87966	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	22-Apr-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	85403	  	90894	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	29-Jul-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	85405	  	87967	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	22-Apr-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	85402	  	88765	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	25-May-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	85404	  	90896	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	29-Jul-2008	  	Travelport Inc.
								
	 Travelport Strata Design
	  	85406	  	90898	  	Registered	  	United Arab Emirates	  	14-Sep-2006	  	29-Jul-2008	  	Travelport Inc.
								
	 ASK TRAVELPORT
	  	77/519455	  	3753654	  	Registered	  	United States of America	  	10-Jul-2008	  	02-Mar-2010	  	Travelport Inc.
								
	 THOR
	  	75/693851	  	2533290	  	Registered	  	United States of America	  	28-Apr-1999	  	29-Jan-2002	  	Travelport Inc.
								
	 THOR
	  	75/344802	  	2252615	  	Registered	  	United States of America	  	21-Aug-1997	  	15-Jun-1999	  	Trip.com, Inc.***
								
	 THOR & Design
	  	76/104845	  	2613296	  	Registered	  	United States of America	  	08-Aug-2000	  	27-Aug-2002	  	Travelport Inc.
								
	 THOR DESIGN
	  	76/104844	  	2479890	  	Registered	  	United States of America	  	08-Aug-2000	  	21-Aug-2001	  	Travelport Inc.
								
	 TRAVELPORT
	  	76/251034	  	2679926	  	Registered	  	United States of America	  	04-May-2001	  	28-Jan-2003	  	Travelport Inc.
								
	 TRAVELPORT
	  	78/861891	  	3843199	  	Registered	  	United States of America	  	14-Apr-2006	  	31-Aug-2010	  	Travelport Inc.
								
	 TRAVELPORT EXPRESS
	  	78/282397	  	2,958,286	  	Registered	  	United States of America	  	04-Aug-2003	  	31-May-2005	  	Travelport Inc.
								
	 TRAVELPORT FARE VERIFIED
	  	77/373306	  	3699677	  	Registered	  	United States of America	  	16-Jan-2008	  	20-Oct-2009	  	Travelport Inc.
								
	 TRAVELPORT RAPID REPRICE
	  	77/375381	  	3617030	  	Registered	  	United States of America	  	18-Jan-2008	  	05-May-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	78/920241	  	3720208	  	Registered	  	United States of America	  	29-Jun-2006	  	01-Dec-2009	  	Travelport Inc.
								
	 TRAVELPORT TRAVERSA
	  	77/415986	  	3842009	  	Registered	  	United States of America	  	07-Mar-2008	  	31-Aug-2010	  	Travelport Inc.
								
	 TRAVELPORT VIEWTRIP
	  	77/375692	  	3617033	  	Registered	  	United States of America	  	18-Jan-2008	  	05-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	MGU 20260	  	MGU 20260	  	Registered	  	Uzbekistan	  	26-Feb-2010	  	15-Nov-2010	  	Travelport Inc.


  
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	TRAVELPORT	  	2006-15661	  	293574	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006-15660	  	293573	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006-15663	  	41490	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006-15665	  	41492	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006-15664	  	41491	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006-15666	  	41493	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	2006-15667	  	41494	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006-15659	  	293572	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006-015670	  	41497	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006-15672	  	41498	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006-15668	  	41495	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006-15669	  	41496	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006-15658	  	293571	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 Travelport Strata Design
	  	2006-15673	  	41499	  	Registered	  	Venezuela	  	19-Jul-2006	  	6-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	4-2006-17375	  	4-0101685-000	  	Registered	  	Viet Nam	  	17-Oct-2006	  	22-May-2008	  	Travelport Americas, Inc.*
								
	 Travelport Strata Design
	  	4-2006-17429	  	108393	  	Registered	  	Viet Nam	  	17-Oct-2006	  	30-Jul-2009	  	Travelport Americas, Inc.*
								
	 TRAVELPORT
	  	46833	  	37962	  	Registered	  	 Yemen,
 Republic
of
	  	28-Feb-2009	  	16-Jan-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	46834	  	37963	  	Registered	  	 Yemen,
 Republic
of
	  	28-Feb-2009	  	16-Jan-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	46835	  	37964	  	Registered	  	 Yemen,
 Republic
of
	  	28-Feb-2009	  	16-Jan-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	46836	  	37965	  	Registered	  	 Yemen,
 Republic
of
	  	28-Feb-2009	  	16-Jan-2010	  	Travelport Inc.


  
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Table of Contents



															
	TRAVELPORT	  	46837	  	37966	  	Registered	  	Yemen, Republic of	  	28-Feb-2009	  	16-Jan-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	46838	  	38676	  	Registered	  	Yemen, Republic of	  	28-Feb-2009	  	16-Jan-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	46839	  	39767	  	Registered	  	Yemen, Republic of	  	28-Feb-2009	  	16-Jan-2010	  	Travelport Inc.
								
	 TRAVELPORT
	  	1028/2008	  	1028/2008	  	Registered	  	Zambia	  	16-Dec-2008	  	16-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	1029/2008	  	1029/2008	  	Registered	  	Zambia	  	16-Dec-2008	  	16-Dec-2008	  	Travelport Inc.
								
	 TRAVELPORT
	  	ZN/S/2008/000246	  	ZN/S/2008/000246	  	Registered	  	Zanzibar	  	16-Dec-2008	  	27-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	ZN/S/2008/000247	  	ZN/S/2008/000247	  	Registered	  	Zanzibar	  	16-Dec-2008	  	27-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	ZN/S/2008/000248	  	ZN/S/2008/000248	  	Registered	  	Zanzibar	  	16-Dec-2008	  	27-May-2009	  	Travelport Inc.
								
	 TRAVELPORT
	  	1448/2008	  		  	Pending	  	Zimbabwe	  	15-Dec-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	1449/2008	  		  	Pending	  	Zimbabwe	  	15-Dec-2008	  		  	Travelport Inc.
								
	 TRAVELPORT
	  	1450/2008	  		  	Pending	  	Zimbabwe	  	15-Dec-2008	  		  	Travelport Inc.

  

	*-	Travelport Americas, Inc. assigned rights to its trademarks to Travelport Inc. 


	**-	The trademark of HotelPort, Inc, is now owned by Travelport Inc. 


	***-	Trip.com, Inc. merged into Travelport Inc. 

 TRADEMARK REGISTRATIONS AND APPLICATIONS OWNED BY 
 WORLDSPAN TECHNOLOGIES
INC. 
  

															
	 Trademark
	  	 App.

No.
	  	 Reg.

No.
	  	 Status
	  	 Country
	  	 App.

Date
	  	 Reg. Date
	  	 Record Owner

	 TRAVELPORTSAVER
	  	78/679732	  	3345399	  	Registered	  	 United States

of America
	  	27-Jul-2005	  	27-Nov-2007	  	Worldspan Technologies Inc.


  
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Table of Contents


 Exhibit I to the 
 Intellectual Property 
 Security Agreement 

SUPPLEMENT NO. __, dated as of [•] (this “Supplement”), to the Intellectual Property Security Agreement, dated as
of May 8, 2012 (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 Credit Agreement, dated as of May 8, 2012 (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 






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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. 

  
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 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 the Collateral Agent pursuant to this Supplement and the exercise of any right or remedy by the
Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Supplement, the terms of the Intercreditor Agreement shall govern and
control. 
 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:



  
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 Schedule I to the 
 Supplement No.          to 
 the
Intellectual Property 
 Security Agreement 
 INTELLECTUAL PROPERTY 






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 EXHIBIT II 
 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 Credit Agreement,
dated as of May 8, 2012 (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 May 8, 2012, 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 






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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 Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent pursuant to this Agreement and the exercise of any right or
remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. 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. 
 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] 

  
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 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:







Table of Contents


 SCHEDULE A 
 Copyrights 

  
 2 







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 EXHIBIT III 
 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 Credit Agreement,
dated as of May 8, 2012 (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 May 8, 2012, 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 






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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 Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent pursuant to this Agreement and the exercise of any right or
remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. 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. 
 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] 

  
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 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:







Table of Contents


 SCHEDULE A 
 Trademarks 

  
 2 







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 EXHIBIT IV 
 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 Credit Agreement,
dated as of May 8, 2012 (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 May 8, 2012, 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 






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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 Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent pursuant to this Agreement and the exercise of any right or
remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. 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. 
 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] 

  
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 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:







Table of Contents


 SCHEDULE A 
 Patents 






Table of Contents


 Exhibit H 
 EXECUTION VERSION 
 INTERCREDITOR AGREEMENT 

Dated as of 

May 8, 2012, 

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.A.R.L., 

as TDS Intermediate Parent, 
 and 
 CERTAIN SUBSIDIARIES OF HOLDINGS 

IDENTIFIED HEREIN 






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 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 Section 1. Definitions
	  	 	2	  
	         1.1
	 	Defined Terms	  	 	2	  
	         1.2
	 	Terms Generally	  	 	8	  
	 Section 2. Lien Priorities
	  	 	9	  
	         2.1
	 	Relative Priorities	  	 	9	  
	         2.2
	 	Prohibition on Contesting Liens	  	 	9	  
	         2.3
	 	No New Liens	  	 	9	  
	         2.4
	 	Nature of First Priority Obligations	  	 	10	  
	 Section 3. Enforcement
	  	 	10	  
	         3.1
	 	Exercise of Remedies	  	 	10	  
	         3.2
	 	Cooperation	  	 	14	  
	         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	  	 	19	  
	         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	  	 	25	  
	         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	  


  
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	         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	  	 	32	  
	         8.20
	 	Right of First Priority Collateral Agent to Continue	  	 	32	  
	         8.21
	 	Interpretation	  	 	33	  
	         8.22
	 	Forum Selection and Consent to Jurisdiction	  	 	33	  
	         8.23
	 	WAIVER OF RIGHT TO TRIAL BY JURY	  	 	33	  
	         8.24
	 	No Contest	  	 	33	  


  
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 INTERCREDITOR AGREEMENT 

This INTERCREDITOR AGREEMENT, dated as of May 8, 2012, 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 (as hereinafter defined), the First Priority Collateral Agent, Holdings and
the other “Guarantors” specified therein previously entered into a Fourth Amended and Restated Credit Agreement, dated as of August 23, 2006, as amended and restated as of May 8, 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 (as hereinafter defined), the Second Priority Collateral Agent, Holdings and the other “Guarantors” specified therein are entering into a Credit Agreement, dated as of
May 8, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Second Priority Credit Agreement”); and 
 WHEREAS, the Obligors will grant to the Second Priority Collateral Agent, for the benefit of the Second Priority Secured Parties, security interests in the Collateral as security for payment and
performance of the Second Priority Claims (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: 






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 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 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 

  
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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” shall mean 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) 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
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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” mean 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 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. 

“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, among Holdings, the Borrower, certain of their affiliates and the First Priority Collateral Agent, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time. 

  
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 “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” 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 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. 

  
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 “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” shall mean 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. 
 “Second Priority Collateral Documents” mean 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. 

  
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 “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 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 Security Agreement, dated as of May 8, 2012,
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.

 “Senior Note Documents” means (a) the Indenture, dated as of August 23, 2006, by and among
Travelport LLC, the guarantors listed herein and the Bank of Nova Scotia Trust Company of New York, as amended by Supplemental Indenture No. 1, dated as of January 11, 2007, between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust
Company of New York and Supplemental Indenture No. 2, dated as of March 13, 2007, among Travelport LLC, TDS Investor (Luxembourg) S.à r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova
Scotia Trust Company of New York and (b) the Indenture, dated as of August 18, 2010, by and among Travelport Limited, Travelport LLC, Travelport Inc., the guarantors named therein, and The Bank of Nova Scotia Trust Company of New York.

 “Senior Note Obligations” means, in connection with any Insolvency Proceeding, the unpaid principal amount,
plus any accrued but unpaid interest thereon, of any of the Senior Dollar Floating Rate Notes due 2014, Senior Euro Floating Rate Notes due 2014, 97/8% Senior Dollar Fixed Rate Notes due 2014 and 9% Senior Notes Due 2016 issued prior to the date
hereof under the applicable Senior Note Document as in effect on the date hereof. 

  
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 “Subsidiary” of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such
power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings. 
 “Turnover Proceeds” is defined in Section 6.11. 

“Unasserted Contingent Obligations” shall mean, 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. 

  
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 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 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 

  
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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 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
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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 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
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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 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). 

  
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 (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. 
 (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. 

  
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 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.

 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. 

  
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 (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 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


  
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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. 
 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),
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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. 
 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 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 May 8, 2012 (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 

  
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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 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. 

  
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 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 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
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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. 

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 

  
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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; 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 

  
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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. 

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 Lien 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, Section 6.2 or Section 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,
subject to the immediately following proviso, 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; provided that, to the extent, and only to the extent, required
by the last paragraph of Section 4.09 of the Senior Note Documents, each Second Priority Secured Party hereby agrees that (a) its Second Lien Deficiency Claim shall be subject and subordinate to the Senior Note Obligations to the extent
and in the same manner as its Second Lien Deficiency Claim is subject and subordinate to the First Lien Deficiency Claim under this Section 6.11, (b) it shall, subject to the preceding provisions of this paragraph, segregate and
hold in trust Turnover Proceeds for the benefit of the holders of the Senior Note Obligations and (c) it shall, subject to the preceding provisions of this Section 6.11, forthwith pay over Turnover Proceeds in the form received to the
trustee(s) under the Senior Note Documents. The First Lien Secured Parties and the Second Lien 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


  
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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
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 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. 

  
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 (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; 
 (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. 

  
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 (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. 

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
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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 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 

  
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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. 
 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, in their sole discretion, deem 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
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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). 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 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 

  
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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 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. 

  
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 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 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. 

  
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 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, 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] 

  
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 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:	 	/s/ Irja R. Otsa
		 	Name: Irja R. Otsa
		 	 Title: Associate Director, Banking Products Services, U.S.

		
	By:	 	/s/ David Urban
		 	Name: David Urban
		 	 Title: Associate Director, Banking Products Services, U.S.

	
	UBS AG, STAMFORD BRANCH, as First Priority Administrative Agent
		
	By:	 	/s/ Irja R. Otsa
		 	Name: Irja R. Otsa
		 	 Title: Associate Director, Banking Products Services, U.S.

		
	By:	 	/s/ David Urban
		 	Name: David Urban
		 	 Title: Associate Director, Banking Products Services, U.S.



 [Additional Signature Pages Follow] 






Table of Contents


 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Second Priority Administrative Agent
		
	By:	 	/s/ Judith E. Smith
		 	Name: Judith E. Smith
		 	Title: Managing Director
		
	By:	 	/s/ Tyler R. Smith
		 	Name: Tyler R. Smith
		 	Title: Associate
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Second Priority Collateral Agent
		
	By:	 	/s/ Judith E. Smith
		 	Name: Judith E. Smith
		 	Title: Managing Director
		
	By:	 	/s/ Tyler R. Smith
		 	Name: Tyler R. Smith
		 	Title: Associate


 [Additional Signature Page Follows] 






Table of Contents


 
			
	Obligors:
	
	TRAVELPORT LLC, as the Borrower
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Authorized Person
	
	TRAVELPORT LIMITED, as Holdings
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Senior Vice President and Assistant
		 	          Secretary
	
	WALTONVILLE LIMITED
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Director
	
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
		
	By:	 	/s/ John Sutherland
		 	Name: John Sutherland
		 	Title: Manager








Table of Contents


 
			
	 TRAVELPORT INC.

GALILEO TECHNOLOGIES LLC
 TRAVELPORT NORTH
AMERICA, INC.
 OWW2, LLC
 TRAVEL
INDUSTRIES, INC.
 TRAVELPORT HOLDINGS, INC.
 TRAVELPORT HOLDINGS, LLC
 TRAVELPORT INTERNATIONAL SERVICES, INC.

TRAVELPORT OPERATIONS, INC.
 WORLDSPAN
LLC
 WORLDSPAN BBN HOLDINGS, LLC

WORLDSPAN DIGITAL HOLDINGS, LLC
 WORLDSPAN IJET
HOLDINGS, 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:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Senior Vice President and Secretary
	
	TRAVELPORT, LP
	
	BY: TRAVELPORT HOLDINGS, LLC, as General Partner
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title:   Senior Vice President and Secretary of
		 	            Travelport Holdings, LLC, as General
		 	            Partner








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 Exhibit I 
 EXECUTION VERSION 
 INTERCREDITOR AGREEMENT 

Dated as of 

May 8, 2012, 

among 
 CREDIT
SUISSE AG, 
 as First Priority Collateral Agent, 
 CREDIT SUISSE AG, 
 as First Priority Administrative Agent, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Second Priority Collateral Agent, 
 WELLS FARGO BANK, NATIONAL ASSOCIATION,

 as Second Priority Trustee, 
 TRAVELPORT LLC, 
 as the Borrower, 

TRAVELPORT LIMITED, 

as Holdings, 

WALTONVILLE LIMITED, 
 as Intermediate Parent, 
 TDS INVESTOR (LUXEMBOURG) S.A.R.L., 

as TDS Intermediate Parent, 
 and 
 CERTAIN SUBSIDIARIES OF HOLDINGS 

IDENTIFIED HEREIN 






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 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 Section 1. Definitions
	  	 	1	  
	 1.1
	 	Defined Terms	  	 	1	  
	 1.2
	 	Terms Generally	  	 	8	  
	 Section 2. Lien Priorities
	  	 	9	  
	 2.1
	 	Relative Priorities	  	 	9	  
	 2.2
	 	Prohibition on Contesting Liens	  	 	9	  
	 2.3
	 	No New Liens	  	 	9	  
	 Section 3. Enforcement
	  	 	10	  
	 3.1
	 	Exercise of Remedies	  	 	10	  
	 3.2
	 	Cooperation	  	 	13	  
	 3.3
	 	Notices of Default	  	 	13	  
	 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
	  	 	19	  
	 6.1
	 	Finance and Sale Issues	  	 	19	  
	 6.2
	 	Adequate Protection	  	 	20	  
	 6.3
	 	No Waiver	  	 	21	  
	 6.4
	 	Reinstatement	  	 	21	  
	 6.5
	 	Post-Petition Interest	  	 	21	  
	 6.6
	 	Separate Grants of Security and Separate Classification	  	 	21	  
	 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	  	 	23	  
	 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	  	 	26	  
	 Section 8. Miscellaneous
	  	 	27	  
	 8.1
	 	Conflicts	  	 	27	  
	 8.2
	 	Continuing Nature of this Agreement	  	 	27	  
	 8.3
	 	Amendments; Waivers	  	 	27	  
	 8.4
	 	Information Concerning Financial Condition of the Obligors and their Subsidiaries	  	 	28	  


  
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	 8.5
	 	Certain Successors	  	 	28	  
	 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	  
	 8.25
	 	Concerning the Existing First Lien/Second Lien Intercreditor Agreement	  	 	33	  


  
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 INTERCREDITOR AGREEMENT 

This INTERCREDITOR AGREEMENT, dated as of May 8, 2012, is among CREDIT SUISSE AG, as collateral agent for the First Priority Secured
Parties under the First Priority Documents referenced below (in such capacity, the “First Priority Collateral Agent”), CREDIT SUISSE AG, as administrative agent under the First Priority Documents referenced below (in such capacity,
the “First Priority Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Second Priority Secured Parties under the Second Priority Documents referenced below (in such capacity, the
“Second Priority Collateral Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee under the Second Priority Documents referenced below (in such capacity, the “Second Priority Trustee”), 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 (as
hereinafter defined), the First Priority Collateral Agent, Holdings and the other “Guarantors” specified therein are entering into a Credit Agreement, dated as of May 8, 2012 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the “First Priority Credit Agreement”); 
 WHEREAS, the Obligors will
grant 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 Second Priority Trustee (as hereinafter defined), the Second
Priority Collateral Agent, Holdings and the other “Guarantors” specified therein previously entered into an Indenture, dated as of November 30, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to
time, the “Second Priority Indenture”); and 
 WHEREAS, the Obligors have granted to the Second Priority
Collateral Agent, for the benefit of the Second Priority Secured Parties, security interests in the Collateral as security for payment and performance of the Second Priority Claims (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): 






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 “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
Trustee’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. 
 “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 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 Trustee and Second Priority
Collateral Agent) of a written notice that the Discharge of First Priority Claims has occurred. 

  
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 “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 Trustee to the Second Priority Collateral Agent of a written notice that the Discharge of Second Priority Claims has occurred.

 “Existing First Lien/Second Lien Intercreditor Agreement” means the Intercreditor Agreement dated as of
September 30, 2011, among UBS AG, Stamford Branch, as First Priority Collateral Agent (as defined therein), UBS AG, Stamford Branch, as First Priority Administrative Agent (as defined therein), Wells Fargo Bank, National Association, as Second
Priority Collateral Agent (as defined therein), Wells Fargo Bank, National Association, as Second Priority Administrative Agent (as defined therein), the Borrower and the other Obligors. 

“First Lien Deficiency Claim” shall mean 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) 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 

  
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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” mean 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
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. 
 “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 May 8, 2012, among Holdings, the Borrower, certain of their affiliates and the First Priority Collateral Agent, as the same may be amended, supplemented, amended and restated or
otherwise modified from time to time. 

  
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 “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. 
 “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” 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 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. 

  
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 “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” shall mean 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 Claims” means (a) all Second Priority Indenture
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. 
 “Second Priority Collateral Documents” mean collectively, the Second Priority Security Agreement, any other “Collateral Document” (as defined in the Second Priority Indenture)
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 Documents” means the Second Priority Indenture, the Second Priority Collateral Documents,
the other “Note Documents” (as defined in the Second Priority Indenture), 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. 

  
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 “Second Priority Indenture” is defined in the third recital;
provided that the term “Second Priority Indenture” shall (a) also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original holders or with a trustee or
trustees or other holders, whether provided under the original Second Priority Indenture 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
Indenture), and (b) exclude the First Priority Documents. 
 “Second Priority Indenture Obligations” means
all “Obligations” as defined in the Second Priority Indenture and all other Obligations under the Second Priority Documents. 
 “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 Indenture. 

“Second Priority Security Agreement” means the Second Lien Security Agreement, dated as of September 30, 2011,
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. 

“Second Priority Trustee” shall include, in addition to the Second Priority Trustee defined in the preamble, any
successor thereto appointed by the requisite Second Priority Secured Parties exercising substantially the same rights and powers. 
 “Secured Parties” means collectively, the First Priority Secured Parties and the Second Priority Secured Parties. 
 “Senior Note Documents” means (a) the Indenture, dated as of August 23, 2006, by and among Travelport LLC, the guarantors listed herein and the Bank of Nova Scotia Trust Company
of New York, as amended by Supplemental Indenture No. 1, dated as of January 11, 2007, between Warpspeed Sub Inc. and The Bank of Nova Scotia Trust Company of New York and Supplemental Indenture No. 2, dated as of March 13, 2007,
among Travelport LLC, TDS Investor (Luxembourg) S.à r.l., Travelport Inc., Orbitz Worldwide, Inc., Travelport Holdings, Inc. and The Bank of Nova Scotia Trust Company of New York and (b) the Indenture, dated as of August 18, 2010,
by and among Travelport Limited, Travelport LLC, Travelport Inc., the guarantors named therein, and The Bank of Nova Scotia Trust Company of New York. 
 “Senior Note Obligations” means, in connection with any Insolvency Proceeding, the unpaid principal amount, plus any accrued but unpaid interest thereon, of any of the Senior Dollar
Floating Rate Notes due 2014, Senior Euro Floating Rate Notes due 2014, 9-7/8% Senior Dollar Fixed Rate Notes due 2014 and 9% Senior Notes Due 2016 issued prior to the date hereof under the applicable Senior Note Document as in effect on the date
hereof. 

  
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 “Subsidiary” of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such
power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings. 
 “Turnover Proceeds” is defined in Section 6.11. 

“Unasserted Contingent Obligations” shall mean, 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. 

  
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 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 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 Trustee, 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 Trustee, 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. 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 Trustee, 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. 

  
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 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 Trustee, 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 Trustee, 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 Trustee, 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 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


  
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jurisdiction without the consent of or any consultation with the Second Priority Trustee, 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 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 

  
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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 and, 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, may
otherwise exercise its rights and remedies thereunder. 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 Trustee 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 Trustee 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 Trustee, 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 Trustee, 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). 
 (i) 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 Trustee, 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 Trustee, the Second Priority Collateral Agent or any other Second Priority Secured Party, transfer, deliver or pay, as
applicable, to the Second Priority Trustee, 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 Trustee, 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. 

(i) Each of the Second Priority Collateral Agent and the Second Priority Trustee, 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 Trustee, 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 Trustee, 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. 
 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 Trustee will provide such information as it may have to the others as the others may from time to time 

  
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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 Trustee 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 Trustee 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 Trustee) 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 Trustee 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 Trustee for application 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. 

  
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 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 Trustee, 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 Trustee, 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
Trustee, 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)
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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. 
 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 Trustee 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 Trustee 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 Trustee, 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 Trustee and the Second Priority Collateral Agent agrees that each Second
Priority Collateral Document granting a Lien on any Collateral entered into 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 May 8, 2012 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, in its capacity as First Priority Collateral Agent, Credit Suisse AG, in its capacity as First Priority Administrative Agent,
Wells Fargo Bank, National Association, in its capacity as Second Priority Collateral Agent, Wells Fargo Bank, National Association, in its capacity as Second Priority Trustee, 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 Trustee 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 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
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(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 Trustee (itself acting at the written direction of the requisite Second Priority Secured Parties in accordance with the Second Priority Indenture)), 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 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. 
 (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 Trustee, 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 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 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 

  
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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 Trustee, 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. 
 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 Trustee, 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


  
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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 Indenture) 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. 
 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 Trustee 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 

  
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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 Trustee, 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) or shall be required to be
turned over to any other holder of any Indebtedness or other obligation of the Borrower or any other Obligor pursuant to any intercreditor agreement (other than this Agreement) entered into by the First Lien Administrative Agent and/or the First
Lien Collateral Agent, on behalf of the First Lien Secured Parties (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.

 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 Trustee, on behalf of itself and the other Second Priority Secured Parties, acknowledge
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 (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 Trustee, 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; provided that each of the Second Priority
Collateral Agent and the Second Priority Trustee, 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 

  
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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 Trustee, 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. 
 6.10 Plan of Reorganization. Neither
the Second Priority Trustee 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 Lien Administrative Agent shall have otherwise consented. Neither the Second Priority Trustee 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. 

  
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 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, subject to the immediately following proviso, 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; provided that, to the extent, and only to the extent, required by the last paragraph of Section 4.09 of the Senior Note Documents, each Second Priority Secured Party hereby agrees that (a) its Second Lien
Deficiency Claim shall be subject and subordinate to the Senior Note Obligations to the extent and in the same manner as its Second Lien Deficiency Claim is subject and subordinate to the First Lien Deficiency Claim under this
Section 6.11, (b) it shall, subject to the preceding provisions of this paragraph, segregate and hold in trust Turnover Proceeds for the benefit of the holders of the Senior Note Obligations and (c) it shall, subject to the
preceding provisions of this Section 6.11, forthwith pay over Turnover Proceeds in the form received to the trustee(s) under the Senior Note Documents. The First Lien Secured Parties and the Second Lien 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 Trustee, 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 Indenture, any other applicable Second Priority Document, this Agreement and the transactions contemplated
hereby and thereby and they will continue to make their own credit decisions in taking or not taking any action under the Second Priority Indenture, 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 Trustee, on behalf of itself
and the Second Priority Secured Parties, acknowledges and agrees that each of the First Priority Collateral Agent, the First Priority 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 

  
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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
Trustee, 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 Trustee 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;

 (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 

  
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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 Trustee, 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 Trustee, 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 Trustee, 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. 
 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
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 (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 Trustee, 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 Trustee 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 the First Priority Collateral
Agent agrees to cooperate with the Second Priority Trustee 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
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conflicting requirements between this Agreement and such other intercreditor agreement, but, in each case, only if and to the extent the First Priority Administrative Agent and the First Priority
Collateral Agent determine that such amendments or modifications are not adverse to the First Priority Secured Parties in any respect deemed material by the First Priority Administrative Agent or 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 Trustee 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 Trustee 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
Trustee 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. 
 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). 

  
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 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, in their sole discretion, deem appropriate. 
 8.7 Marshalling of Assets. Each of the Second
Priority Collateral Agent and the Second Priority Trustee, 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 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 First 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 Second Priority Secured Parties permitted or required under this Agreement may be sent to the Second
Priority Trustee at Wells Fargo Bank, National Association, as Trustee, 625 Marquette Avenue, 11th Floor MAC N9311-115, Minneapolis, MN 55479, Attention of Corporate Trust Services-Travelport Administrator (Fax No. (612) 667-2160), with a
copy to the Second Priority Collateral Agent at Wells Fargo Bank, National Association, as Trustee, 625 Marquette Avenue, 11th Floor MAC N9311-115, Minneapolis, MN 55479, Attention of Corporate Trust Services-Travelport Administrator (Fax No.
(612) 667-2160). 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). 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 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)

  
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(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 Trustee, 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 Trustee, 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 Trustee, 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 Trustee may demand specific performance of this Agreement. Each of the Second Priority Collateral Agent and the Second Priority Trustee, 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 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
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 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 Trustee, 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 Trustee as their exclusive agent 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
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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 Trustee (and not any individual claimholder or group of claimholders), as the agent of the Second Priority Secured Parties, or any of the Second Priority Trustee’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 Trustee 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 Trustee). Accordingly, this Agreement’s provisions shall
not be construed against, or in favor of, 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.


  
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 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 Trustee, 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. 
 8.25 Concerning
the Existing First Lien/Second Lien Intercreditor Agreement. In the event the Second Priority Collateral Agent, the Second Priority Trustee or any other Second Priority Secured Party is required, pursuant to Section 4.2, 6.2,
6.6, 6.8 or 6.11, to pay over, turn over or deliver any payment, amount or other asset to the First Lien Administrative Agent or the First Lien Collateral Agent, then, prior to the Discharge of First Priority Claims (as defined
in the Existing First Lien/Second Lien Intercreditor Agreement), if and to the extent the Second Priority Collateral Agent, the Second Priority Trustee or such other Second Priority Secured Party is then also required, pursuant to the corresponding
provisions of the Existing First Lien/Second Lien Intercreditor Agreement, to pay over, turn over or deliver such payment, amount or other asset, or any portion thereof, to the First Lien Administrative Agent (as defined in the Existing First
Lien/Second Lien Intercreditor Agreement) or the First Lien Collateral Agent (as defined Existing First Lien/Second Lien Intercreditor Agreement), the Second Priority 

  
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Collateral Agent, the Second Priority Trustee or such Second Priority Secured Party shall be deemed to have complied with their obligations under such Section of this Agreement to the extent it
has complied with such corresponding provisions of the Existing First Lien/Second Lien Intercreditor Agreement. 
 [Signature
Pages Follow] 

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

			
	 CREDIT SUISSE AG, CAYMAN ISLANDS
 BRANCH, as First Priority Collateral Agent

		
	By:	 	/s/ Judith E. Smith
		 	Name: Judith E. Smith
		 	Title: Managing Director
		
	By:	 	/s/ Tyler R. Smith
		 	Name: Tyler R. Smith
		 	Title: Associate
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS
 BRANCH, as First Priority Administrative Agent

		
	 By:
	 	/s/ Judith E. Smith
		 	Name: Judith E. Smith
		 	Title: Managing Director
		
	 By:
	 	/s/ Tyler R. Smith
		 	Name: Tyler R. Smith
		 	Title: Associate


 [Additional Signature Pages Follow] 






Table of Contents


  

			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as Second Priority Trustee

		
	By:	 	/s/ Richard Prokosch
		 	Name: Richard Prokosch
		 	Title: Vice President
		
	By:	 	/s/ Jayne Sillman
		 	Name: Jayne Sillman
		 	Title: Vice President
	
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as Second Priority Collateral Agent

		
	By:	 	/s/ Richard Prokosch
		 	Name: Richard Prokosch
		 	Title: Vice President
		
	By:	 	/s/ Jayne Sillman
		 	Name: Jayne Sillman
		 	Title: Vice President


 [Additional Signature Page Follows] 






Table of Contents


  

			
	 Obligors:

 

	TRAVELPORT LLC, as the Borrower
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Authorized Person
	
	TRAVELPORT LIMITED, as Holdings
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	 Title: Senior Vice President and Assistant
 Secretary

	
	WALTONVILLE LIMITED
		
	By:	 	/s/ Rochelle J. Boas
		 	Name: Rochelle J. Boas
		 	Title: Director
	
	TDS INVESTOR (LUXEMBOURG) S.À R.L.
		
	By:	 	/s/ John Sutherland
		 	Name: John Sutherland
		 	Title: Manager








Table of Contents


 
					
	 TRAVELPORT INC.

GALILEO TECHNOLOGIES LLC
 TRAVELPORT NORTH
AMERICA, INC.
 OWW2, LLC
 TRAVEL
INDUSTRIES, INC.
 TRAVELPORT HOLDINGS, INC.
 TRAVELPORT HOLDINGS, LLC
 TRAVELPORT INTERNATIONAL SERVICES, INC.

TRAVELPORT OPERATIONS, INC.
 WORLDSPAN
LLC
 WORLDSPAN BBN HOLDINGS, LLC

WORLDSPAN DIGITAL HOLDINGS, LLC
 WORLDSPAN IJET
HOLDINGS, 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:	 	/s/ Rochelle J. Boas
		 	Name:	 	Rochelle J. Boas
		 	Title:	 	Senior Vice President and Secretary
	 TRAVELPORT, LP



  

					
	BY: TRAVELPORT HOLDINGS, LLC, as General Partner
		
	By:	 	/s/ Rochelle J. Boas
		 	Name:	 	Rochelle J. Boas
		 	Title:	 	Senior Vice President and Secretary of Travelport Holdings, LLC, as General Partner