Exhibit 10.15


 


$75,000,000 SENIOR SECURED CREDIT
FACILITIES


 


CREDIT AGREEMENT


 


dated as of March 6, 2014,


 


among


 


EVERYDAY
HEALTH, INC.,

EVERYDAY HEALTH MEDIA, LLC and

MEDPAGE TODAY, L.L.C.,

jointly and severally, as the Borrower,


 


The Several
Lenders from Time to Time Parties Hereto,


 


and


 


SILICON
VALLEY BANK,

as Administrative Agent, Issuing Lender and Swingline Lender


 


SILICON VALLEY BANK,

as Joint Bookrunner and Lead Arranger


 


SUNTRUST ROBINSON HUMPHREY, INC.,

as Joint Bookrunner and Co-Lead Arranger


 


SUNTRUST BANK,

as Syndication Agent





    	 



    	



    





Table of Contents


 



	 	 	Page
	 	 	 
	SECTION 1 DEFINITIONS 	 	1
	 	 	 
	1.1	 	Defined Terms	 	1
	1.2	 	Other Definitional Provisions	 	33
	 	 	 	 	 
	SECTION 2 AMOUNT AND TERMS OF COMMITMENTS 	 	34
	 	 	 
	2.1	 	Term Commitments	 	34
	2.2	 	Procedure for Term Loan Borrowing	 	34
	2.3	 	Repayment of Term Loans	 	34
	2.4	 	Revolving Commitments	 	35
	2.5	 	Procedure for Revolving Loan Borrowing	 	35
	2.6	 	Swingline Commitment	 	36
	2.7	 	Procedure for Swingline Borrowing; Refunding of Swingline Loans	 	36
	2.8	 	Incremental Facility	 	38
	2.9	 	Fees	 	40
	2.10	 	Termination or Reduction of Total Revolving Commitments; Total L/C Commitments	 	40
	2.11	 	Optional Loan Prepayments	 	41
	2.12	 	Mandatory Prepayments. Without duplication:	 	41
	2.13	 	Conversion and Continuation Options	 	43
	2.14	 	Limitations on Eurodollar Tranches	 	44
	2.15	 	Interest Rates and Payment Dates	 	44
	2.16	 	Computation of Interest and Fees	 	44
	2.17	 	Inability to Determine Interest Rate	 	45
	2.18	 	Pro Rata Treatment and Payments	 	45
	2.19	 	Illegality; Requirements of Law	 	48
	2.20	 	Taxes	 	50
	2.21	 	Indemnity	 	53
	2.22	 	Change of Lending Office	 	54
	2.23	 	Substitution of Lenders	 	54
	2.24	 	Defaulting Lenders	 	55
	2.25	 	Joint and Several Liability of the Borrowers	 	57
	2.26	 	Notes	 	60
	2.27	 	EDH as Administrative Borrower	 	60
	 	 	 	 	 
	SECTION 3 LETTERS OF CREDIT 	 	61
	 	 	 
	3.1	 	L/C Commitment	 	61
	3.2	 	Procedure for Issuance of Letters of Credit	 	62
	3.3	 	Fees and Other Charges	 	62
	3.4	 	L/C Participations; Existing Letters of Credit	 	63
	3.5	 	Reimbursement	 	64
	3.6	 	Obligations Absolute	 	64
	3.7	 	Letter of Credit Payments	 	65
	3.8	 	Applications	 	65
	3.9	 	Interim Interest	 	65
	3.10	 	Cash Collateral	 	65
	3.11	 	[Reserved]	 	66
	3.12	 	Resignation of the Issuing Lender	 	66
	




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Table of Contents


(continued)


 


	 	 	 	 	Page
	 	 	 	 	 
	3.13	 	Applicability of ISP	 	67
	 	 	 	 	 
	SECTION 4 REPRESENTATIONS AND WARRANTIES 	 	67
	 	 	 
	4.1	 	Financial Condition	 	67
	4.2	 	No Change	 	67
	4.3	 	Existence; Compliance with Law	 	68
	4.4	 	Power, Authorization; Enforceable Obligations	 	68
	4.5	 	No Legal Bar	 	68
	4.6	 	Litigation	 	68
	4.7	 	No Default	 	69
	4.8	 	Ownership of Property; Liens; Investments	 	69
	4.9	 	Intellectual Property	 	69
	4.10	 	Taxes	 	69
	4.11	 	Federal Regulations	 	69
	4.12	 	Labor Matters	 	69
	4.13	 	ERISA	 	70
	4.14	 	Investment Company Act; Other Regulations	 	70
	4.15	 	Subsidiaries; Ownership	 	71
	4.16	 	Use of Proceeds	 	71
	4.17	 	Environmental Matters	 	71
	4.18	 	Accuracy of Information, Etc.	 	72
	4.19	 	Security Documents	 	72
	4.20	 	Solvency	 	73
	4.21	 	Regulation H	 	73
	4.22	 	Designated Senior Indebtedness	 	73
	4.23	 	Inactive Subsidiaries	 	73
	4.24	 	Insurance	 	73
	4.25	 	No Casualty	 	73
	4.26	 	[Reserved]	 	73
	4.27	 	Capitalization	 	73
	4.28	 	Patriot Act	 	73
	4.29	 	OFAC	 	73
	 	 	 	 	 
	SECTION 5 CONDITIONS PRECEDENT 	 	74
	 	 	 
	5.1	 	Conditions to Initial Extension of Credit	 	74
	5.2	 	Conditions to Each Extension of Credit	 	78
	5.3	 	Post-Closing Conditions Subsequent	 	78
	 	 	 	 	 
	SECTION 6 AFFIRMATIVE COVENANTS 	 	79
	 	 	 
	6.1	 	Financial Statements	 	79
	6.2	 	Certificates; Reports; Other Information	 	80
	6.3	 	[Reserved]	 	81
	6.4	 	Payment of Obligations	 	81
	6.5	 	Maintenance of Existence; Compliance	 	82
	6.6	 	Maintenance of Property; Insurance	 	82
	6.7	 	Inspection of Property; Books and Records; Discussions	 	82
	6.8	 	Notices	 	82
	6.9	 	Environmental Laws	 	84
	




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Table of Contents


(continued)


 



	 	 	 	 	Page
	 	 	 	 	 
	6.10	 	Operating Accounts	 	84
	6.11	 	Audits	 	84
	6.12	 	Additional Collateral, Etc.	 	84
	6.13	 	[Reserved]	 	86
	6.14	 	Insider Subordinated Indebtedness	 	86
	6.15	 	Use of Proceeds	 	86
	6.16	 	Designated Senior Indebtedness	 	86
	6.17	 	Further Assurances	 	86
	 	 	 	 	 
	SECTION 7 NEGATIVE COVENANTS 	 	87
	 	 	 
	7.1	 	Financial Condition Covenants	 	87
	7.2	 	Indebtedness	 	88
	7.3	 	Liens	 	89
	7.4	 	Fundamental Changes	 	91
	7.5	 	Disposition of Property	 	91
	7.6	 	Restricted Payments	 	92
	7.7	 	Consolidated Capital Expenditures	 	93
	7.8	 	Investments	 	93
	7.9	 	ERISA	 	96
	7.10	 	Modifications of Certain Preferred Stock and Debt Instruments	 	96
	7.11	 	Transactions with Affiliates	 	97
	7.12	 	Sale Leaseback Transactions	 	97
	7.13	 	Swap Agreements	 	97
	7.14	 	Accounting Changes	 	97
	7.15	 	Negative Pledge Clauses	 	97
	7.16	 	Clauses Restricting Subsidiary Distributions	 	97
	7.17	 	Lines of Business	 	98
	7.18	 	Designation of other Indebtedness	 	98
	7.19	 	Certification of Certain Equity Interests	 	98
	7.20	 	Amendments to Organizational Agreements and Material Contracts	 	98
	7.21	 	Use of Proceeds	 	98
	7.22	 	Subordinated Debt	 	98
	7.23	 	Anti-Terrorism Laws	 	98
	 	 	 	 	 
	SECTION 8 EVENTS OF DEFAULT 	 	99
	 	 	 
	8.1	 	Events of Default	 	99
	8.2	 	Remedies upon Event of Default	 	101
	8.3	 	Application of Funds	 	102
	 	 	 	 	 
	SECTION 9 THE ADMINISTRATIVE AGENT 	 	103
	 	 	 
	9.1	 	Appointment and Authority	 	103
	9.2	 	Delegation of Duties	 	104
	9.3	 	Exculpatory Provisions	 	104
	9.4	 	Reliance by Administrative Agent	 	105
	9.5	 	Notice of Default	 	106
	9.6	 	Non-Reliance on Administrative Agent and Other Lenders	 	106
	9.7	 	Indemnification	 	106
	9.8	 	Agent in Its Individual Capacity	 	107
	




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Table of Contents


(continued)


 



	 	 	 	 	Page
	 	 	 	 	 
	9.9	 	Successor Administrative Agent	 	107
	9.10	 	Collateral and Guaranty Matters	 	108
	9.11	 	Administrative Agent May File Proofs of Claim	 	109
	9.12	 	Survival	 	110
	 	 	 	 	 
	SECTION 10 MISCELLANEOUS 	 	110
	 	 	 
	10.1	 	Amendments and Waivers	 	110
	10.2	 	Notices	 	112
	10.3	 	No Waiver; Cumulative Remedies	 	113
	10.4	 	Survival of Representations and Warranties	 	114
	10.5	 	Expenses; Indemnity; Damage Waiver	 	114
	10.6	 	Successors and Assigns; Participations and Assignments	 	115
	10.7	 	Adjustments; Set-off	 	119
	10.8	 	Payments Set Aside	 	120
	10.9	 	Interest Rate Limitation	 	120
	10.10	 	Counterparts; Electronic Execution of Assignments	 	121
	10.11	 	Severability	 	121
	10.12	 	Integration	 	121
	10.13	 	GOVERNING LAW	 	121
	10.14	 	Submission to Jurisdiction; Waivers	 	121
	10.15	 	Acknowledgements	 	122
	10.16	 	Releases of Guarantees and Liens	 	122
	10.17	 	Treatment of Certain Information; Confidentiality	 	123
	10.18	 	Automatic Debits	 	124
	10.19	 	Judgment Currency	 	124
	10.20	 	Patriot Act	 	124
	10.21	 	Non-Public Information	 	124




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Table of Contents


(continued)


 



Schedules


 


	Schedule 1.1A:	Commitments
	Schedule 1.1B:	Existing Letters of Credit
	Schedule 4.4:	Governmental Approvals, Consents, Authorizations, Filings and Notices
	Schedule 4.5:	Requirements of Law
	Schedule 4.15:	Subsidiaries
	Schedule 4.17:	Environmental Matters
	Schedule 4.19(a):	Financing Statements and Other Filings
	Schedule 4.27:	Capitalization
	Schedule 7.2(d):	Existing Indebtedness
	Schedule 7.3(f):	Existing Liens
	Schedule 7.8(l):	Existing Investments
	 	 
	EXHIBITS
	 
	Exhibit A:	Form of Guarantee and Collateral Agreement
	Exhibit B:	Form of Compliance Certificate
	Exhibit C:	Form of Secretary’s/Managing Member’s Certificate
	Exhibit D:	Form of Solvency Certificate
	Exhibit E:	Form of Assignment and Assumption
	Exhibits F-1 – F-4:	Forms of U.S. Tax Compliance Certificate
	Exhibit G:	[Reserved]
	Exhibit H-1:	Form of Revolving Loan Note
	Exhibit H-2:	Form of Swingline Loan Note
	Exhibit H-3:	Form of Term Loan Note
	Exhibit I:	[Reserved]
	Exhibit J:	Form of Collateral Information Certificate
	Exhibit K:	Form of Notice of Borrowing
	Exhibit L:	Form of Notice of Conversion/Continuation





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CREDIT
AGREEMENT


 


THIS
Credit Agreement (this “Agreement”), dated as of March 6, 2014, is entered into by and among
EVERYDAY HEALTH, INC., a Delaware corporation (“EDH”), EVERYDAY HEALTH MEDIA, LLC, a Delaware
limited liability company (“EDH Media”), MEDPAGE TODAY, L.L.C., a New Jersey limited liability
company (“MedPage”, and together with EDH and EDH Media, individually and collectively, jointly and severally,
the “Borrower”), the several banks and other financial institutions or entities from time to time parties
to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON
VALLEY BANK, as the Issuing Lender and the Swingline Lender, and Silicon Valley
Bank (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity,
the “Administrative Agent”).


 


recitals:


 


WHEREAS, the
Borrower desires to obtain financing to refinance the Existing Indebtedness (as defined herein), as well as for working capital
financing and letter of credit facilities;


 


Whereas,
the Lenders have agreed to extend certain credit facilities to the Borrower, upon the terms and conditions specified in this Agreement,
in an aggregate amount not to exceed $75,000,000, consisting of a term loan facility in the aggregate principal amount of $40,000,000,
a revolving loan facility in an aggregate principal amount of up to $35,000,000, a letter of credit sub-facility in the aggregate
availability amount of $10,000,000 (as a sublimit of the revolving loan facility), and a swingline sub-facility in the aggregate
availability amount of $10,000,000 (as a sublimit of the revolving loan facility);


 


WHEREAS, each
Loan Party has agreed to secure all of its respective Obligations by granting to the Administrative Agent, for the ratable benefit
of the Secured Parties, a first priority lien (subject to Liens permitted by the Loan Documents) in substantially all of its respective
personal property assets (other than any Excluded Assets) pursuant to the terms of the Guarantee and Collateral Agreement and the
other Security Documents; and


 


WHEREAS, each
of the Guarantors has agreed to guarantee the Obligations of the Borrower and to secure its respective Secured Obligations by granting
to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority lien (subject to Liens permitted
by the Loan Documents) in substantially all of such Grantor’s personal property assets (other than any Excluded Assets) pursuant
to the terms of the Guarantee and Collateral Agreement and the other Security Documents.


 


Now,
Therefore, the parties hereto hereby agree as follows:


 


SECTION
1

DEFINITIONS


 


1.1 Defined
Terms. As used in this Agreement (including the recitals hereof), the terms listed in
this Section 1.1 shall have the respective meanings set forth in this Section 1.1.


 


“ABR”:
for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the higher of (a) the Prime Rate
in effect on such day and (b) the Federal Funds Effective Rate in effect for such day plus 0.50%; provided
that in no event shall the ABR be deemed to be less than 3.25%. Any change in the ABR due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in
the Prime Rate or the Federal Funds Effective Rate.






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“ABR Loans”:
Loans, the rate of interest applicable to which is based upon the ABR.


 


“Account
Debtor”: any Person who may become obligated to any Person under, with respect to, or on account of, an Account,
chattel paper or general intangible (including a payment intangible). Unless otherwise stated, the term “Account Debtor,”
when used herein, shall mean an Account Debtor in respect of an Account of the Borrower.


 





“Accounts”:
all “accounts” (as defined in the UCC) of a Person, including, without limitation, accounts, accounts receivable, monies
due or to become due and obligations in any form (whether arising in connection with contracts, contract rights, instruments, general
intangibles, or chattel paper), in each case whether arising out of goods sold or services rendered or from any other transaction
and whether or not earned by performance, now or hereafter in existence, and all documents of title or other documents representing
any of the foregoing, and all collateral security and guaranties of any kind, now or hereafter in existence, given by any Person
with respect to any of the foregoing. Unless otherwise stated, the term “Account,” when used herein, shall mean an
Account of the Borrower.


 


“Additional
Term Loan”: as defined in Section 2.8.


 


“Administrative
Agent”: SVB, as the administrative agent under this Agreement and the other Loan Documents, together with any of
its successors in such capacity.


 


“Administrative
Borrower”: as defined in Section 2.27.


 


“Affected
Lender”: as defined in Section 2.23.


 


“Affiliate”:
with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.


 


“Agent
Parties”: as defined in Section 10.2(d)(ii).


 


“Aggregate
Exposure”: with respect to any Lender at any time, an amount equal to the sum of (a) the aggregate then unpaid
principal amount of such Lender’s Term Loans, (b) the amount of such Lender’s Revolving Commitment then in effect
or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding,
and (c) without duplication of clause (b), the L/C Commitment of such Lender then in effect (as a sublimit of the Revolving
Commitment of such Lender).


 


“Aggregate
Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s
Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.


 


“Agreement”:
as defined in the preamble hereto.


 


“Agreement
Currency”: as defined in Section 10.19.


 


“Applicable
Margin”:  commencing on the date on
which the Administrative Agent receives copies of the consolidated financial statements of EDH and its Subsidiaries in respect
of the fiscal month of EDH ending June 30, 2014, together with a Compliance Certificate in respect thereof as contemplated by Section 6.2(b),
the rate per annum set forth under the relevant column heading below:





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TERM LOANS


 


	Consolidated Leverage Ratio	 	Eurodollar Loans	 	ABR Loans
	>2.50:1.00	 	4.00%	 	3.00%
	£ 2.50:1.00 but 3
    1.00:1.00	 	3.25%	 	2.25%
	< 1.00:1.00	 	2.75%	 	1.75%



 


REVOLVING
LOANS


 


	Consolidated Leverage Ratio	 	Eurodollar Loans	 	ABR Loans
	>2.50:1.00	 	4.00%	 	3.00%
	£ 2.50:1.00 but 3 1.00:1.00	 	3.25%	 	2.25%
	< 1.00:1.00	 	2.75%	 	1.75%



 


 


SWINGLINE
LOANS


 


	Consolidated Leverage Ratio	 	Swingline Loans
	>2.50:1.00	 	3.00%
	£
    2.50:1.00 but 3 1.00:1.00	 	2.25%
	< 1.00:1.00	 	1.75%



 


Notwithstanding the
foregoing, (a) until the delivery of the first Compliance Certificate required to be delivered pursuant to Section 6.2(b)
in connection with the delivery by the Borrower of the consolidated financial statements required to be delivered to the Administrative
Agent pursuant to Sections 6.1 in respect of the fiscal month of EDH ending June 30, 2014, the Applicable Margin shall be
the rates corresponding to a Consolidated Leverage Ratio of >2.50:1.00 in the foregoing tables, (b) if the Borrower fails
to deliver the financial statements required by Section 6.1 and the related Compliance Certificate required by Section
6.2(b), by the respective date required thereunder after the end of any related fiscal month of EDH, the Applicable Margin
shall be the rates corresponding to the Consolidated Leverage Ratio of >2.50:1.00 in the foregoing table until such financial
statements and Compliance Certificate are delivered, and (c) no reduction to the Applicable Margin shall become effective
at any time when an Event of Default has occurred and is continuing.


 


If, as a result of
any restatement of or other adjustment to the financial statements of the Loan Parties or for any other reason, the Administrative
Agent determines that (x) the Consolidated Leverage Ratio as calculated by EDH as of any applicable date was inaccurate and
(y) a proper calculation of the Consolidated Leverage Ratio would have resulted in different pricing for any period, then
(i) if the proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the
Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, for the benefit of the applicable
Lenders, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest and fees that
should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the
proper calculation of the Consolidated Leverage Ratio would have resulted in lower pricing for such period, neither the Administrative
Agent 



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nor any Lender shall have any obligation to repay any interest or fees to the Borrower.


 


“Application”:
an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to issue a Letter
of Credit.


 


“Approved
Fund”: any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.


 





“Asset
Sale”: any Disposition of property or series of related Dispositions of property (excluding any such Disposition
of property permitted by clauses (a) through (k) and (m) through (n) of Section 7.5) that yields gross proceeds to
any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other
debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $500,000.


 


“Assignment
and Assumption”: an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.6), and accepted by the Administrative Agent, in substantially the
form of Exhibit E or any other form (including electronic documentation generated by an electronic platform) approved
by the Administrative Agent.


 


“Available
Revolving Commitment”: at any time, an amount equal to the Total Revolving Commitments in effect at such time, minus
(b) the aggregate undrawn amount of all outstanding Letters of Credit at such time, minus (c) the aggregate amount
of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time, minus (d) the
aggregate principal balance of any Revolving Loans and Swingline Loans outstanding at such time; provided that for purposes
of calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s available Revolving
Commitment pursuant to Section 2.9(b), the aggregate principal amount of Swingline Loans then outstanding shall be
deemed to be zero.


 


“Available
Revolving Increase Amount”: as of any date of determination, an amount equal to the result of (a) $40,000,000 minus
(b) the aggregate principal amount of Revolver Increases previously made, minus (c) the aggregate principal amount of all
Additional Term Loans.


 


“Bankruptcy
Code”: Title 11 of the United States Code entitled “Bankruptcy.”


 


“Bank Services”:
any products, credit services and/or financial accommodations previously, now, or hereafter provided to any Group Member by
any Bank Services Provider, including any letters of credit (other than any Letters of Credit provided for the account of the Borrower
hereunder), cash management services, credit cards, p-cards, interest rate swap arrangements, and foreign exchange services, as
any such products or services may be identified in such Bank Services Provider’s various agreements related thereto (each,
a “Bank Services Agreement”).


 


“Bank Services
Agreement”: as defined in the definition of “Bank Services.”


 


“Bank Services
Provider”: the Administrative Agent, any Lender, or any Affiliate of the foregoing who provides Bank Services to
any Group Member.


 


“Benefitted
Lender”: as defined in Section 10.7(a).


 


“Board”:
the Board of Governors of the Federal Reserve System of the United States (or any successor).






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“Borrower”:
as defined in the preamble hereto.


 


“Borrowing
Date”: any Business Day specified by the Borrower in a Notice of Borrowing as a date on which the Borrower requests
the relevant Lenders to make Loans hereunder.


 


“Business”:
as defined in Section 4.17(b).


 


“Business
Day”: a day other than a Saturday, Sunday or other day on which commercial banks in the State of California or the
State of New York are authorized or required by law to close; provided that with respect to notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between
banks in Dollar deposits in the interbank eurodollar market.


 


“Capital
Lease Obligations”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes
of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.


 


“Capital
Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock
of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights
or options to purchase any of the foregoing.


 


“Cash Collateralize”:
to pledge and deposit with or deliver to (a) with respect to Obligations in respect of Letters of Credit, the Administrative Agent,
for the benefit of the Issuing Lender and one or more of the Lenders, as applicable, as collateral for L/C Exposure or obligations
of the Lenders to fund participations in respect thereof, cash or Deposit Account balances having an aggregate value of at least
105% of the L/C Exposure or, if the Administrative Agent and the Issuing Lender shall agree in their sole discretion, other credit
support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing
Lender; (b) with respect to Obligations arising under any Bank Services Agreement in connection with Bank Services, the applicable
Bank Services Provider, as provider of Bank Services, cash or Deposit Account balances having an aggregate value of at least 105%
of the aggregate amount of the Obligations of the Group Members arising under all such Bank Services Agreements evidencing such
Bank Services; or (c) with respect to Obligations in respect of any Specified Swap Agreements, the applicable Qualified Counterparty,
as Collateral for such Obligations, cash or Deposit Account balances or, if such Qualified Counterparty shall agree in its sole
discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to such Qualified Counterparty.
“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of
such cash collateral and other credit support.


 


“Cash Equivalents”:
(a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency
thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition;
(b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months
or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States
or any state thereof having combined capital and surplus of not less than $250,000,000; (c) commercial paper of an issuer rated
at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if
both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months
from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank 



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satisfying the requirements of
clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or
insured by the United States government; (e) securities with maturities of one year 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, the securities of which state, commonwealth, territory,
political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s;
(f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by
any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar
funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended,
(ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000. 


 


“Casualty
Event”: any damage to or any destruction of, or any condemnation or other taking by any Governmental Authority of
any property of the Loan Parties.


 


“Certificated
Securities”: as defined in Section 4.19(a).


 


“Change
of Control”: (a) other than WF Holding Company, LLC, Rho Ventures and their respective Affiliates, any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 35% or more of the voting
Capital Stock of EDH; (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other
equivalent governing body of EDH cease to be composed of individuals (i) who were members of that board or equivalent governing
body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved
by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body
was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any
individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs
as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors
by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors);
or (c) at any time, EDH shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class
of outstanding Capital Stock of each other Loan Party free and clear of all Liens (except Liens created by the Security Documents).


 


“Closing
Date”: the date on which all of the conditions precedent set forth in Section 5.1 are satisfied or waived
by the Administrative Agent and, as applicable, the Lenders or the Required Lenders.


 


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


 


“Collateral”:
all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security
Document. For the avoidance of doubt, no Excluded Asset (as such term is defined in the Guarantee and Collateral Agreement) shall
constitute “Collateral.”


 


“Collateral
Information Certificate”: the Collateral Information Certificate to be executed and delivered by the Loan Parties
pursuant to Section 5.1, substantially in the form of Exhibit J.






    	6



    	



    

“Collateral-Related
Expenses”: all costs and expenses of the Administrative Agent paid or incurred in connection with any sale, collection
or other realization on the Collateral, including reasonable compensation to the Administrative Agent and its agents and counsel,
and reimbursement for all other costs, expenses and liabilities and advances made or incurred by the Administrative Agent in connection
therewith (including as described in Section 6.6 of the Guarantee and Collateral Agreement), and all amounts for which the Administrative
Agent is entitled to indemnification under the Security Documents and all advances made by the Administrative Agent under the Security
Documents for the account of any Loan Party.


 


“Commitment”:
as to any Lender, the sum of its Term Commitment and its Revolving Commitment.


 


“Commitment
Fee”: as defined in Section 2.9(c).


 


“Commitment
Fee Rate”: initially, 0.50% per annum; provided
that commencing on the date on which the Administrative Agent receives copies of the consolidated financial statements of the Borrower
and its Subsidiaries in respect of the fiscal month of the Borrower ending June 30, 2014, together with a Compliance Certificate
in respect thereof as contemplated by Section 6.2(b),
“Commitment Fee Rate” shall mean the rate per annum set forth under the relevant column
heading below:


 


	Consolidated Leverage Ratio	 	Commitment Fee Rate
	>2.50:1.00	 	0.50%
	£ 2.50:1.00 but 3 1.00:1.00	 	0.50%
	< 1.00:1.00	 	0.375%



 


“Communications”:
as defined in Section 10.2(d)(ii).


 


“Compliance
Certificate”: a certificate duly executed by a Responsible Officer of the Borrower substantially in the form of Exhibit B.


 


“Connection
Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consolidated
Capital Expenditures”: for any period, with respect to EDH and its consolidated Subsidiaries, the aggregate of all
expenditures (whether paid in cash or other consideration or accrued as a liability and including that portion of Capital Lease
Obligations which is capitalized on the consolidated balance sheet of EDH) by such Group Members during such period for the acquisition
or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized
repairs and improvements during such period) that, in conformity with GAAP, are included in “additions to property, plant
or equipment” or comparable items reflected in the consolidated statement of cash flows of EDH.


 


“Consolidated
EBITDA”: with respect to EDH and its consolidated Subsidiaries for any period, (a) the sum, without duplication,
of the amounts for such period of (i) Consolidated Net Income, plus (ii) Consolidated Interest Expense, plus
(iii) provisions for taxes based on income, plus (iv) total depreciation expense, plus (v) total amortization
expense, plus (vi) stock-based compensation expense and compensation expense related to Permitted Acquisition earnout arrangements,
plus (vii) deferred revenue adjustments related to Permitted Acquisitions, plus (viii) write-offs of unamortized
deferred financing costs, plus (ix) fees, costs and expenses related to the 2014 initial public offering filing of EDH in
the 



    	7



    	



    

event the IPO does not occur and such costs are written off not to exceed $3,000,000 and reasonable fees, costs and expenses
related to follow-on offerings, plus (x) reduction in force severance and related asset impairment charges in connection
with restructurings (including restructurings related to Permitted Acquisitions), plus (xi) losses from the discontinued
operation relating to the Doctor Solutions business shutdown and sale, plus (xii) prepayment premiums in connection with
the repayment of the Existing Indebtedness, plus (xiii) other non-cash items reducing Consolidated Net Income (excluding
any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period
or amortization of a prepaid cash item that was paid in a prior period) approved by the Administrative Agent in writing as an ‘add
back’ to Consolidated EBITDA, minus (b) the sum, without duplication of the amounts for such period of (i)
other non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent
it represents the reversal of an accrual or reserve for potential cash item in any prior period), plus (ii) interest income.


 


“Consolidated
Fixed Charge Coverage Ratio”: with respect to EDH and its consolidated Subsidiaries for any period, the ratio of
(a) the sum of (i) Consolidated EBITDA for such period minus (ii) the portion of taxes based on income actually
paid in cash (net of any cash refunds received) during such period, minus (iii) cash dividends and distributions paid to
any Person that is not a Loan Party during such period minus (iv) Consolidated Capital Expenditures (excluding the principal
amount funded with the Loans) incurred in connection with such expenditures) to (b) Consolidated Fixed Charges for
such period; provided, however, that the principal and interest payments under the Existing Indebtedness shall be excluded
from this calculation for any 12-month testing period that includes any period prior to the Closing Date, and principal and interest
payments under this Agreement for the period of time since the Closing Date shall be substituted in lieu thereof and annualized,
as appropriate.


 


“Consolidated
Fixed Charges”: with respect to EDH and its consolidated Subsidiaries for any period, the sum (without duplication)
of (a) Consolidated Interest Expense for such period, plus (b) scheduled payments made during such period on account
of principal of Indebtedness of EDH and its consolidated Subsidiaries (including scheduled principal payments in respect of the
Term Loans but excluding Swingline Loans and Loans under the Revolving Commitments to the extent the Borrower has the right to
continue or convert such Loans pursuant to Section 2.13).


 


“Consolidated
Interest Expense”: for any period, total interest expense (including that portion of any Capital Lease Obligations
that is treated as interest in accordance with GAAP) of EDH and its consolidated Subsidiaries for such period with respect to all
outstanding Indebtedness of such Persons (including all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the
extent such net costs are allocable to such period in accordance with GAAP).


 


“Consolidated
Leverage Ratio”: with respect to EDH and its consolidated Subsidiaries as at the last day of any period, the ratio
of (a) Consolidated Total Indebtedness on such day, to (b) Consolidated EBITDA for such period.


 



“Consolidated
Net Income”: for any period, the consolidated net income (or loss) of EDH and its consolidated Subsidiaries, determined
on a consolidated basis in accordance with GAAP; provided that there shall be excluded from the calculation of “Consolidated
Net Income” (a) the income (or deficit) of any such Person accrued prior to the date it becomes a Subsidiary of EDH
or is merged into or consolidated with EDH or one of its Subsidiaries, (b) the income (or deficit) of any such Person (other
than a Subsidiary of EDH) in which EDH or one of its Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by EDH or such Subsidiary in the form of dividends or similar distributions, and (c) the undistributed
earnings of any Subsidiary of EDH to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time 



    	8



    	



    

permitted by the terms of any Contractual Obligation (other than under any Loan Document) or any Requirement
of Law applicable to such Subsidiary or any owner of Capital Stock of such Subsidiary.


 


“Consolidated
Total Indebtedness”: as of any date of determination, the aggregate principal amount of all Indebtedness of EDH and
its consolidated Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.


 


“Contractual
Obligation”: 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”:
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.


 


“Control
Agreement”: any account control agreement entered into among the depository institution at which a Loan Party maintains
a Deposit Account or the securities intermediary at which a Loan Party maintains a Securities Account, such Loan Party, and the
Administrative Agent pursuant to which the Administrative Agent obtains control (within the meaning of the UCC or any other applicable
law) over such Deposit Account or Securities Account.


 


“Controlled
Account”: each Deposit Account and Securities Account that is subject to a Control Agreement in form and substance
reasonably satisfactory to the Administrative Agent and the Issuing Lender.


 


“Debtor
Relief Laws”: the Bankruptcy Code, 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.


 


“Declined
Amount”: as defined in Section 2.12(e).


 


“Default”:
any of the events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time,
or both, has been satisfied.


 


“Default
Rate”: as defined in Section 2.15(c).


 


“Defaulting
Lender”: subject to Section 2.24(b), any Lender that (a) has failed to (i) fund all or any portion
of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that
one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender, the
Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the
Administrative Agent, the Issuing Lender or the Swingline Lender in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s reasonable determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or
public statement) cannot be 



    	9



    	



    

satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative
Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect
parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority
so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within
the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.24(b))
upon delivery of written notice of such determination to the Borrower, the Issuing Lender, the Swingline Lender and each Lender.


 


“Deferred
Payment Obligations”: as defined in Section 7.2.


 


“Deposit
Account”: any “deposit account” as defined in the UCC with such additions to such term as may hereafter
be made.


 


“Deposit
Account Control Agreement”: any Control Agreement entered into by the Administrative Agent, a Loan Party and a financial
institution holding a Deposit Account of such Loan Party pursuant to which the Administrative Agent is granted “control”
(for purposes of the UCC) over such Deposit Account.


 


“Determination
Date”: as defined in the definition of “Pro Forma Basis”.


 


“Discharge
of Obligations”: subject to Section 10.8, the satisfaction of the Obligations (including all such Obligations
relating to Bank Services) by the payment in full, in cash (or, as applicable, Cash Collateralization in accordance with the terms
hereof) of the principal of and interest on or other liabilities relating to each Loan and any previously provided Bank Services,
all fees and all other expenses or amounts payable under any Loan Document (other than inchoate indemnification obligations and
any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no
claim has been made), and other Obligations under or in respect of Specified Swap Agreements and Bank Services, to the extent (a)
no default or termination event shall have occurred and be continuing thereunder, (b) any such Obligations in respect of Specified
Swap Agreements have, if required by any applicable Qualified Counterparties, been Cash Collateralized), (c) no Letter of Credit
shall be outstanding (or, as applicable, each outstanding and undrawn Letter of Credit has been Cash Collateralized in accordance
with the terms hereof), (d) no Obligations in respect of any Bank Services are outstanding (or, as applicable, all such outstanding
Obligations in respect of Bank Services have been Cash Collateralized in accordance with the terms hereof), and (e) the aggregate
Commitments of the Lenders are terminated. 


 


“Disposition”:
with respect to any property (including, without limitation, Capital Stock of EDH or any of its Subsidiaries), any sale, lease,
Sale Leaseback Transaction, assignment, conveyance, transfer, encumbrance or other disposition thereof and any issuance of Capital
Stock of EDH or any of its 



    	10



    	



    

Subsidiaries. The terms “Dispose” and “Disposed of”
shall have correlative meanings.


 


“Disqualified
Stock”: any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof,
in whole or in part, on or prior to the date that is ninety-one (91) days after the date on which the Loans mature. The amount
of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be
the maximum amount that EDH and its Subsidiaries may become obligated to pay upon maturity of, or pursuant to any mandatory redemption
provisions of, such Disqualified Stock or portion thereof, plus accrued dividends.


 


“Dollars”
and “$”: dollars in lawful currency of the United States.


 


“Domestic
Subsidiary”: any Subsidiary of any Loan Party organized under the laws of the United States, any state thereof, or
the District of Columbia.


 


“EDH”:
as defined in the preamble to this Agreement.


 


“EDH Media”:
as defined in the preamble to this Agreement.


 


“Eligible
Assignee”: (a) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited
investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans as one of its businesses
and (b) during the continuation of an Event of Default, any entity approved by the Administrative Agent, in each case, that meets
the requirements to be an assignee under Section 10.6(b)(iii), (v) and (vi) (subject to such consents,
if any, as may be required under Section 10.6(b)(iii)).


 


“Engagement
Letter”: the Engagement Letter, dated as of December 20, 2013, between the Borrower and the Administrative Agent.


 


“Environmental
Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating
to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any
time hereafter be in effect.


 


“Environmental
Liability”: 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) a violation of an Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the
release or threatened release of any Materials of Environmental Concern 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.


 


“Equipment”:
all “equipment” as defined in the UCC with such additions to such term as may hereafter
be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and
any interest in any of the foregoing.


 


“Equity
Interests”: with respect to any Person, all of the shares of capital stock of (or other 



    	11



    	



    

ownership or profit interests
in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital
stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such
Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are outstanding on any date of determination.


 


“ERISA”:
the Employee Retirement Income Security Act of 1974, including (unless the context otherwise requires) any rules or regulations
promulgated thereunder.


 


“ERISA
Affiliate”: each business or entity which is, or within the last six years was, a member of a “controlled group
of corporations,” under “common control” or an “affiliated service group” with any Loan Party within
the meaning of Section 414(b), (c) or (m) of the Code, required to be aggregated with any Loan Party under Section 414(o) of the
Code, or is, or within the last six years was, under “common control” with any Loan Party, within the meaning of Section 4001(a)(14)
of ERISA.


 


“ERISA
Event”: any of (a) a reportable event as defined in Section 4043 of ERISA with respect to a Pension Plan,
excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA
that it be notified within 30 days of the occurrence of such event; (b) the applicability of the requirements of Section 4043(b)
of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Pension Plan where an
event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with
respect to such plan within the following 30 days; (c) a withdrawal by any Loan Party or any ERISA Affiliate thereof from
a Pension Plan or the termination of any Pension Plan resulting in liability under Sections 4063 or 4064 of ERISA; (d) the
withdrawal of any Loan Party or, to the knowledge of any Loan Party, any ERISA Affiliate thereof in a complete or partial withdrawal
(within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore,
or the receipt by any Loan Party or, to the knowledge of an Loan Party, any ERISA Affiliate thereof of notice from any Multiemployer
Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA; (e) the filing of a notice
of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement
of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) the imposition of liability on any Loan Party
or any ERISA Affiliate thereof pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c)
of ERISA; (g) the failure by any Loan Party or any ERISA Affiliate thereof to make any required contribution to a Pension
Plan, or the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether
or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under
Section 430 of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer
Plan; (h) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered to critical status
within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (i) an event or condition
which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan or Multiemployer Plan; (j) the imposition of any liability in excess of $250,000
in the aggregate under Title I or Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007
of ERISA, upon any Loan Party or any ERISA Affiliate thereof; (k) an application for a funding waiver under Section 303 of
ERISA or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Pension Plan; (l) the
occurrence of a non-exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Loan Party or any Subsidiary
thereof may be directly or indirectly liable and such liability could 



    	12



    	



    

reasonably be expected to exceed $250,000 in the aggregate;
(m) the occurrence of an act or omission which could give rise to the imposition on any Loan Party or any ERISA Affiliate thereof
of fines, penalties, taxes or related charges in excess of $250,000 in the aggregate under Chapter 43 of the Code or under Sections
409, 502(c), (i) or (1) or 4071 of ERISA; (n) the assertion of a material claim (other than routine claims for benefits) against
any Pension Plan or the assets thereof, or against any Loan Party or any Subsidiary thereof in connection with any such Pension
Plan; (o) receipt from the IRS of notice of the failure of any Pension Plan to qualify under Section 401(a) of the Code, or
the failure of any trust forming part of any Pension Plan to fail to qualify for exemption from taxation under Section 501(a) of
the Code; or (p) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any of
the rights, properties or assets of any Loan Party or any ERISA Affiliate thereof, in either case pursuant to Title I or IV,
including Section 302(f) or 303(k) of ERISA or to Section 401(a)(29) or 430(k) of the Code.


 


“ERISA
Funding Rules”: the rules regarding minimum required contributions (including any installment payment thereof) to
Pension Plans, as set forth in Section 412 of the Code and Section 302 of ERISA, with respect to Plan years ending prior
to the effective date of the Pension Protection Act of 2006, and thereafter, as set forth in Sections 412, 430, 431, 432 and
436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Eurocurrency
Reserve Requirements”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum
rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal
and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto
dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities”
in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.


 


“Eurodollar
Base Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined by
the Administrative Agent by reference to the ICE Benchmark Administration (or any successor thereto if the ICE Benchmark Administration
is no longer making a London Interbank Offered Rate available) LIBOR Rate or the successor thereto if the ICE Benchmark Administration
is no longer making a LIBOR rate available (“LIBOR”) for deposits (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 A.M. (London,
England time) two (2) Business Days prior to the beginning of such Interest Period (as set forth by Bloomberg Information
Service or any successor thereto or any other commercially available service selected by the Administrative Agent which provides
quotations of LIBOR. In the event that the Administrative Agent determines that LIBOR is not available, the “Eurodollar Base
Rate” shall be determined by reference to the rate per annum equal to the offered quotation rate to first class banks in
the London interbank market by SVB for deposits (for delivery on the first day of the relevant Interest Period) in Dollars of amounts
in same day funds comparable to the principal amount of the applicable Loan of the Administrative Agent, in its capacity as a Lender,
for which the Eurodollar Base Rate is then being determined with maturities comparable to such period, as of approximately 11:00
A.M. (London, England time) two (2) Business Days prior to the beginning of such Interest Period.


 


“Eurodollar
Loans”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.


 


“Eurodollar
Rate”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined
for such day in accordance with the following formula:






    	13



    	



    

	Eurodollar Base Rate
	1.00 - Eurocurrency Reserve Requirements


 


The Eurodollar Rate
shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Requirements which affect Eurodollar
Loans to be made as of, and ABR Loans to be converted into Eurodollar Loans, in any such case, at the beginning of the next applicable
Interest Period.


 


“Eurodollar
Tranche”: the collective reference to Eurodollar Loans under a particular Facility (other than the L/C Facility),
the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or
not such Loans shall originally have been made on the same day).


 


“Event
of Default”: any of the events specified in Section 8.1; provided that any requirement for the
giving of notice, the lapse of time, or both, has been satisfied.


 


“Excess
Cash Flow”: for any fiscal year (or other period) of EDH, the result of (a) the sum of (i) Consolidated EBITDA for
such fiscal year plus (ii) provisions for current taxes based on income of EDH and its Subsidiaries and payable in cash
with respect to such period, minus (b) the sum, without duplication, of (i) the aggregate amount actually paid by EDH and
its Subsidiaries in cash during such fiscal year (or other period) on account of Consolidated Capital Expenditures (excluding the
principal amount of Loans incurred in connection with such expenditures, and any such expenditures financed with the proceeds of
any Reinvestment Deferred Amount), plus (ii) the aggregate amount of all regularly scheduled and mandatory principal payments
of Funded Debt (including the Term Loans) of EDH and its Subsidiaries made during such fiscal year (or other period) (other than
in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder),
plus (iii) the distributed earnings of EDH to the extent of the declaration or payment of dividends or similar distributions
by EDH, plus (iv) the cash portion of Consolidated Interest Expense minus the cash portion of interest income, plus
(v) provisions for current taxes based on income of EDH and its Subsidiaries and payable in cash, plus other cash add backs
to Consolidated EBITDA pursuant to the definition thereof.


 


“Excess
Cash Flow Application Date”: as defined in Section 2.12(d).


 


“Exchange
Act”: the Securities Exchange Act of 1934, as amended from time to time and any successor statute.


 


“Excluded
Assets”: as defined in the Guarantee and Collateral Agreement.


 



“Excluded
Foreign Subsidiary”: in respect of any Loan Party, any Subsidiary of such Loan Party, at any date of determination,
(a) that is a “controlled foreign corporation” as defined in Section 957 of the Code, (b) that is a Subsidiary of a
“controlled foreign corporation” as defined in Section 957 of the Code, or (c) substantially all of the assets of which
are equity interests in a “controlled foreign corporation” as defined in Section 957 of the Code, and in each case,
either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary
of the Obligations, would, in the good faith judgment of the Borrower, result in material adverse tax consequences to the Borrower.
Notwithstanding the foregoing, Everyday Health India Private Limited shall be deemed an Excluded Foreign Subsidiary.


 


“Excluded
Taxes”: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in any such case (i) to the 



    	14



    	



    

extent imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof), or (ii) to the extent constituting Other Connection Taxes; (b) in the case of a Lender,
U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest
in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or
Commitment (other than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes
were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(f);
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Existing
Indebtedness”: Indebtedness arising under that certain Loan and Security Agreement, dated as of April 27, 2011 (as
amended and in effect as of the date hereof), and under that certain Subordinated Loan and Security Agreement, dated as of October
22, 2012 (as amended and in effect as of the date hereof).


 


“Existing
Letters of Credit”: the letters of credit described on Schedule 1.1B.


 


“Facility”:
each of (a) the Term Facility, (b) the L/C Facility (which is a sub-facility of the Revolving Facility), and (c) the Revolving
Facility.


 


“FASB ASC”:
the Accounting Standards certification of the Financial Accounting Standards Board.


 


“FATCA”:
(a) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof,
(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental
agreement between the United States and any other jurisdiction with the purpose (in either case) of facilitating the implementation
of (a) above, or (c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the United States Internal
Revenue Service, the United States government or any governmental or taxation authority in the United States.


 


“Federal
Funds Effective Rate”: for any day, the weighted average of the 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 of such transactions received by SVB from three federal funds brokers of recognized standing selected by it.


 


“Fee Letter”:
the letter agreement dated December 20, 2013, between the Borrower and the Administrative Agent.


 


“Flood
Laws”: the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the
Board of Governors of the Federal Reserve System).


 


“Flow of
Funds Agreement”: the spreadsheet or other similar statement prepared and certified by the Borrower, regarding the disbursement of
Term Loan proceeds on the Closing Date, the funding and the payment of the fees and expenses of the Administrative Agent and the
Lenders (including their 



    	15



    	



    

respective counsel), and such other matters as may be agreed to by the Borrowers, the Administrative Agent
and the Lenders.


 


“Foreclosed
Borrowers”: as defined in Section 2.25.


 


“Foreign
Currency”: lawful money of a country other than the United States.


 


“Foreign
Lender”: (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not
a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is
resident for tax purposes.


 


“Foreign
Subsidiary”: in respect of any Loan Party, any Subsidiary of such Loan Party that is not a Domestic Subsidiary of
such Loan Party.


 


“Fronting
Exposure”: at any time there is a Defaulting Lender, as applicable, (a) with respect to the Issuing Lender, such
Defaulting Lender’s L/C Percentage of the outstanding L/C Exposure other than L/C Exposure as to which such Defaulting Lender’s
participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and
(b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Percentage of outstanding Swingline Loans made
by the Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been
reallocated to other Lenders.


 


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


 


“Funded
Debt”: as to any Person, all Indebtedness of such Person which matures more than one year from the date of its creation
or matures within one year from such date but is renewable or extendible, 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 all current maturities and current sinking fund payments in respect
of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower,
Indebtedness in respect of the Loans.


 


“Funding
Office”: the Revolving Loan Funding Office or the Term Loan Funding Office, as the context requires.


 


“GAAP”:
generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section
7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in
the preparation of the most recent audited financial statements referred to in Section 4.1(b). In the event that any “Accounting
Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants,
standards or terms in this Agreement, then each party to this Agreement agrees to enter into negotiations to amend such provisions
of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the
Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been
made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and
the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed
as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of 



    	16



    	



    

Certified Public Accountants or, if applicable, the SEC.


 


“Governmental
Approval”: any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration,
filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.


 



“Governmental
Authority”: the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


 


“Group
Members”: the collective reference to EDH and its Subsidiaries.


 


“Guarantee
and Collateral Agreement”: the Guarantee and Collateral Agreement to be executed and delivered by the Borrower and
each Guarantor, substantially in the form of Exhibit A.


 


“Guarantee
Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a
reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which
is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that
guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (other than guarantees by an entity
of performance obligations (but not monetary obligations) of its Subsidiaries or Affiliates (the “primary obligations”)
of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including
any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise
to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term
Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.
The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the
stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum
amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good faith.


 


“Guarantors”:
a collective reference to each Subsidiary of the Borrower which has become a Guarantor pursuant to the Guarantee and Collateral
Agreement. For the avoidance of doubt, no Inactive Subsidiary shall be a Guarantor.


 


“Inactive
Subsidiary”: individually or collectively, as the context requires, Wondir General, Inc., Wondir Health LLC, and
Agora Talent, LLC.


 


“Increase”:
as defined in Section 2.8.


 


“Increase
Joinder”: as defined in Section 2.8.






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“Incurred”:
as defined in the definition of “Pro Forma Basis”.


 


“Indebtedness”:
of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course
of such Person’s business which are not more than 90 days past due (other than trade payables being contested in good faith,
the aggregate amount of with shall not exceed $200,000 at any time) and operating leases incurred in the ordinary course of such
Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments,
(d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of
such property), (e) all Capital Lease Obligations and all Synthetic Lease Obligations of such Person, (f) all obligations of such
Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety
bonds or similar arrangements, (g) all obligations of such Person to purchase, redeem, retire, defease
or otherwise make any payment in respect of any Capital Stock in such Person or any other Person (including, without limitation,
Disqualified Stock), or any warrant, right or option to acquire such Capital Stock, valued, in the case of a redeemable preferred
interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all
Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all
obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has
an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned
by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) the net obligations
of such Person in respect of Swap Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result
of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness
expressly provide that such Person is not liable therefor. The amount of any net obligation under any Swap Agreement on any date
shall be deemed to be the Swap Termination Value thereof as of such date.


 


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


 


“Indemnitee”:
as defined in Section 10.5(b).


 


“Insider
Indebtedness”: any Indebtedness owing by any Loan Party to any Group Member or officer, director, shareholder or
employee of any Group Member.


 


“Insider
Subordinated Indebtedness”: any Insider Indebtedness which is also Subordinated Indebtedness.


 


“Insolvency
Proceeding”: (a) any case, action or proceeding before any court or other Governmental Authority relating to
bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any
general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement
in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case
undertaken under U.S. Federal, state or foreign law, including any Debtor Relief Law.


 


“Intangible
Assets”: assets that are considered to be intangible assets under GAAP, including 



    	18



    	



    

customer lists, goodwill, computer
software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount
and capitalized research and development costs.


 


“Intellectual
Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent
licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any
infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.


 


“Intellectual
Property Security Agreement”: an intellectual property security agreement entered into between a Loan Party and the
Administrative Agent pursuant to the terms of the Guarantee and Collateral Agreement in form and substance satisfactory to the
Administrative Agent, together with each other intellectual property security agreement and supplement thereto, in each case as
amended, restated, supplemented or otherwise modified from time to time.


 


“Interest
Payment Date”: (a) as to any ABR Loan (including any Swingline Loan), the first Business Day of each calendar month
to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest
Period of three (3) months or less, the last Business Day of such Interest Period, (c) as to any Eurodollar Loan
having an Interest Period longer than three (3) months, each day that is three (3) months (or, if such date is not a Business Day,
the Business Day next succeeding such date) after the first day of such Interest Period and the last Business Day of such Interest
Period, and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment
or prepayment made in respect thereof.


 


“Interest
Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as
the case may be, with respect to such Eurodollar Loan and ending one (1), two (2), three (3) or six (6) months thereafter, as selected
by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, given with respect thereto;
and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar
Loan and ending one (1), two (2), three (3) or six(6) months thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent in a Notice of Conversion/Continuation not later than 10:00 A.M., Pacific time, on the date that is three
(3) Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the
foregoing provisions relating to Interest Periods are subject to the following:


 


(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest
Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;


 


(ii) the Borrower may not select an Interest Period under a particular Facility that would extend
beyond the Revolving Termination Date (in the case of Revolving Facility) or the Term Loan Maturity Date (in the case of Term Loans);


 


(iii) 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 a calendar month; and


 


(iv) the Borrower shall select Interest Periods so as not to require a payment or prepayment of
any Eurodollar Loan during an Interest Period for such Loan.






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“Interest
Rate Agreement”: with respect to any Person, any interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is (a) for the
purpose of hedging the interest rate exposure associated with such Person’s operations, (b) approved by Administrative Agent,
and (c) not for speculative purposes.


 


“Inventory”:
all “inventory,” as such term is defined in the Code, now owned or hereafter acquired by any Loan Party, wherever located,
and in any event including inventory, merchandise, goods and other personal property that are held by or on behalf of any Loan
Party for sale or lease or are furnished or are to be furnished under a contract of service, or that constitutes raw materials,
work in process, finished goods, returned goods, or materials or supplies of any kind used or consumed or to be used or consumed
in such Loan Party’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including
all supplies and embedded software.


 


“Investments”:
as defined in Section 7.8.


 


“IPO”:
a public offering of Capital Stock of EDH or any direct or indirect parent company pursuant to a registration statement filed with
the SEC or any successor or similar Governmental Authority.


 


“IRS”:
the Internal Revenue Service, or any successor thereto.


 


“ISP”:
with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).


 



“Issuing
Lender”: as the context may require, SVB or any Affiliate thereof, in its capacity as issuer of any Letter of Credit
(including, without limitation, each Existing Letter of Credit), including any other Lender that may become a successor Issuing
Lender pursuant to Section 3.12, with respect to Letters of Credit issued by such Lender. The Issuing Lender may,
in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Lender or other financial
institutions, in which case the term “Issuing Lender” shall include any such Affiliate or other financial institution
with respect to Letters of Credit issued by such Affiliate or other financial institution.


 


“Issuing
Lender Fees”: as defined in Section 3.3(a).


 


“Judgment
Currency”: as defined in Section 10.19.


 


“L/C Advance”:
each L/C Lender’s funding of its participation in any L/C Disbursement in accordance with its L/C Percentage of the L/C Commitment.


 


“L/C Commitment”:
as to any L/C Lender, the obligation of such L/C Lender, if any, to purchase an undivided interest in the Issuing Lender’s
obligations and rights under and in respect of each Letter of Credit (including to make payments with respect to draws made under
any Letter of Credit pursuant to Section 3.5(b)) in an aggregate principal amount not to exceed the amount set forth
under the heading “L/C Commitment” opposite such L/C Lender’s name on Schedule 1.1A or in the Assignment
and Assumption or the Increase Joinder pursuant to which such L/C Lender becomes a party hereto, as the same may be changed from
time to time pursuant to the terms hereof. The L/C Commitment is a sublimit of the Revolving Commitment and the aggregate amount
of the L/C Commitments shall not exceed the amount of the Total L/C Commitments at any time.






    	20



    	



    

“L/C Disbursements”:
a payment or disbursement made by the Issuing Lender pursuant to a Letter of Credit.


 


“L/C Exposure”:
at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, and (b) the aggregate
amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving
Loans at such time. The L/C Exposure of any L/C Lender at any time shall equal its L/C Percentage of the aggregate L/C Exposure
at such time.


 


“L/C Facility”:
the L/C Commitments and the extensions of credit made thereunder.


 


“L/C Fee
Payment Date”: as defined in Section 3.3(a).


 


“L/C Lender”:
a Lender with an L/C Commitment.


 


“L/C Percentage”:
as to any L/C Lender at any time, the percentage of the Total L/C Commitments represented by such L/C Lender’s L/C Commitment,
as such percentage may be adjusted as provided in Section 2.23.


 


“L/C-Related
Documents”: collectively, each Letter of Credit (including any Existing Letter of Credit), all applications for any
Letter of Credit (and applications for the amendment of any Letter of Credit) submitted by the Borrower to the Issuing Lender and
any other document, agreement and instrument relating to any Letter of Credit, including any of the Issuing Lender’s standard
form documents for letter of credit issuances.


 


“Lenders”:
as defined in the preamble hereto; provided that unless the context otherwise requires, each reference herein to the Lenders
shall be deemed to include the Issuing Lender and the Swingline Lender.


 


“Letter
of Credit”: as defined in Section 3.1(a); provided that such term shall include each Existing
Letter of Credit.


 


“Letter
of Credit Availability Period”: the period from and including the Closing Date to but excluding the Letter of Credit
Maturity Date.


 



“Letter
of Credit Fees”: as defined in Section 3.3(a).


 


“Letter
of Credit Fronting Fees”: as defined in Section 3.3(a).


 


“Letter
of Credit Maturity Date”: the date occurring 15 days prior to the Revolving Termination Date then in effect (or,
if such day is not a Business Day, the next preceding Business Day).


 


“LIBOR”:
as defined in the definition of “Eurodollar Base Rate.”


 


“Lien”:
any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially
the same economic effect as any of the foregoing).


 


“Liquidity”:
at any time, the sum of (a) the aggregate amount of unrestricted cash and Cash Equivalents held at such time by the
Loan Parties in Deposit Accounts or Securities Accounts maintained 



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with SVB or its Affiliates, and (b) the Available Revolving
Commitment at such time.


 


“Loan”:
any loan made or maintained by any Lender pursuant to this Agreement.


 


“Loan Documents”:
this Agreement, the Security Documents, the Notes, the Fee Letter, the Solvency Certificate, the Collateral Information Certificate,
the Flow of Funds Agreement, each L/C-Related Document, each Compliance Certificate, each Notice of Borrowing, each Notice of Conversion/Continuation,
each Bank Services Agreement, each Specified Swap Agreement and any agreement creating or perfecting rights in Cash Collateral
pursuant to the provisions of Section 3.10, and any amendment, waiver, supplement or other modification to any of the
foregoing.


 


“Loan Parties”:
each Group Member that is a party to a Loan Document.


 


“Majority
Revolving Lenders”: at any time, (a) if only one Revolving Lender holds the Total Revolving Commitments at such
time, such Revolving Lender, both before and after the termination of such Total Revolving Commitments; and (b) if more than
one Revolving Lender holds the Total Revolving Commitments, at least two Revolving Lenders who together hold more than 50% of the
Total Revolving Commitments (including, without duplication, the L/C Commitments) or, at any time after the termination of the
Revolving Commitments when such Revolving Commitments were held by more than one Revolving Lender, at least two Revolving Lenders
who together hold more than 50% of the Total Revolving Extensions of Credit then outstanding (including, without duplication, any
L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time)); provided that the
Revolving Commitments of, and the portion of the Revolving Loans and participations in L/C Exposure and Swingline Loans held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Revolving Lenders.


 


“Majority
Term Lenders”: at any time, (a) if only one Term Lender holds the Term Loan, such Term Lender; and (b) if more
than one Term Lender holds the Term Loan, at least two Term Lenders who together hold more than 50% of the outstanding principal
amount all Term Loans; provided that the portion of the Term Loans held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Majority Term Lenders.


 


“Mandatory
Prepayment Date”: as defined in Section 2.12(e).


 


“Material
Adverse Effect”: a material adverse effect on (a) the operations, business, assets, properties, liabilities (actual
or contingent), or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, (b) the rights and
remedies of the Administrative Agent or any Lender under any Loan Documents, or of the ability of any Loan Party to perform its
obligations under any Loan Document to which it is a party, or (c) the legality, validity, binding effect or enforceability against
any Loan Party of any Loan Document to which it is a party.


 



“Materials
of Environmental Concern”: any substance, material or waste that is defined, regulated, governed or otherwise characterized
under any Environmental Law as hazardous or toxic or as a pollutant or contaminant (or by words of similar meaning and regulatory
effect), any petroleum or petroleum products, asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, molds or fungus,
and radioactivity, radiofrequency radiation at levels known to be hazardous to human health and safety.


 


“MedPage”:
as defined in the preamble to this Agreement.


 


“Minority
Lender”: as defined in Section 10.1(b).






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“MNPI”:
material information concerning the Borrower and its Subsidiaries and their securities that has not been disseminated in a manner
making it available to investors generally, within the meaning of Regulation FD under the Securities Act and the Exchange Act.


 


“Moody’s”:
Moody’s Investors Service, Inc.


 


“Mortgaged
Properties”: the real properties as to which, pursuant to Section 6.12(b) or otherwise, the Administrative
Agent, for the benefit of the Secured Parties, shall be granted a Lien pursuant to the Mortgages.


 


“Mortgages”:
each of the mortgages, deeds of trust, deeds to secure debt or such equivalent documents hereafter entered into and executed and
delivered by one or more of the Loan Parties to the Administrative Agent, in each case, as such documents may be amended, amended
and restated, supplemented or otherwise modified, renewed or replaced from time to time and in form and substance reasonably acceptable
to the Administrative Agent.


 


“Multiemployer
Plan”: a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) to which any Loan Party
or any ERISA Affiliate thereof makes, is making, or is obligated or has in the past six years been obligated to make, contributions.


 


“Net Cash
Proceeds”: (a) in connection with any Asset Sale undertaken by or any Recovery Event related to any Person, the proceeds
thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received),
net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment
of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery
Event (other than any Lien pursuant to a Security Document) and other customary costs, fees and expenses actually incurred in connection
therewith and net of taxes paid and such Person’s reasonable and good faith estimate of income, franchise, sales, and other
applicable taxes required to be paid by such Person in connection with such Asset Sale or Recovery Event in the taxable year that
such Asset Sale or Recovery Event is consummated, the computation of which shall, in each such case, take into account the reduction
in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits, and tax credit carry
forwards, and similar tax attributes, and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness,
the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’
fees, underwriting discounts and commissions and other customary costs, fees and expenses actually incurred in connection therewith.


 


“Non-Consenting
Lender”: any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Affected Lenders in accordance with the terms of Section 10.1 and (b) has been approved by the Required Lenders.


 


“Non-Defaulting
Lender” at any time, each Lender that is not a Defaulting Lender at such time.


 


“Note”:
a Term Loan Note, a Revolving Loan Note or a Swingline Loan Note.


 


“Notice
of Borrowing”: a notice substantially in the form of Exhibit K.


 



“Notice
of Conversion/Continuation”: a notice substantially in the form of Exhibit L.


 


“Obligations”:
the unpaid principal of and interest on (including interest accruing after the 



    	23



    	



    

maturity of the Loans and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to
any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding) the
Loans and all other obligations and liabilities of the Loan Parties to the Administrative Agent, the Issuing Lender, any other
Lender, any Bank Services Provider (in its as provider of Bank Services), and any Qualified Counterparty party to a Specified Swap
Agreement, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement, any other Loan Document (including, for the avoidance of doubt,
any Bank Services Agreement), the Letters of Credit, any Specified Swap Agreement or any other document made, delivered or given
in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, payment obligations,
fees, indemnities, costs, expenses (including all reasonable and documented fees, charges and disbursements of counsel to the Administrative
Agent, the Issuing Lender, any other Lender, any Bank Services Provider, to the extent that any applicable Bank Services Agreement
requires the reimbursement by any applicable Group Member of any such expenses, and any Qualified Counterparty party to a Specified
Swap Agreement, in each case that are required to be paid by any Loan Party pursuant any Loan Document) or otherwise. For the avoidance
of doubt, the Obligations shall not include any obligations arising under any warrants or other equity instruments issued by any
Loan Party to any Lender.


 


“Operating
Documents”: for any Person as of any date, such Person’s constitutional documents, formation documents and/or
certificate of incorporation (or equivalent thereof), as certified (if applicable) by such Person’s jurisdiction of formation
as of a recent date, and, (a) if such Person is a corporation, its bylaws or memorandum and articles of association (or equivalent
thereof) in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar
agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing
with all current amendments or modifications thereto.


 


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


 


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


 


“Other
Taxes”: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.23).


 


“Participant”:
as defined in Section 10.6(d).


 


“Participant
Register”: as defined in Section 10.6(d).


 


“Patriot
Act”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.


 


“Payoff
Letter”: one or more letters, in form and substance satisfactory to the Administrative 



    	24



    	



    

Agent, dated as of a date
prior to the Closing Date and executed by SVB and the Borrower to the effect that upon receipt by SVB of the “payoff amount”
(however designated) referenced therein, (a) the Existing Indebtedness shall be satisfied in full, (b) the Liens held by SVB in
respect thereof shall terminate without any further action, and (c) the Borrower and the Administrative Agent (and their respective
counsel and such counsels’ agents) shall be entitled to file UCC-3 amendment statements, USPTO releases, USCRO releases and
any other releases reasonably necessary to further evidence the termination of such Liens.


 



“PBGC”:
the Pension Benefit Guaranty Corporation, or any successor thereto.


 


“Pension
Plan”: an employee pension plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, subject
to the provisions of Title IV of ERISA or Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA and in respect of which
any Loan Party or any ERISA Affiliate thereof is (or if such plan were terminated would under Section 4069 of ERISA be deemed to
be) a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA.


 


“Permitted
Acquisition”: as defined in Section 7.8.


 


“Permitted
Refinancing Indebtedness”: Indebtedness of any Person (“Refinancing Indebtedness”) issued
or incurred by such Person (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend,
renew or replace existing Indebtedness of such Person (“Refinanced Indebtedness”); provided that
(a) the principal amount of such Refinancing Indebtedness is not greater than the principal amount of such Refinanced Indebtedness
plus the amount of any premiums or penalties and accrued and unpaid interest paid thereon and reasonable fees and expenses,
in each case associated with such Refinancing Indebtedness, (b) such Refinancing Indebtedness has a final maturity that is
no sooner than, and a weighted average life to maturity that is no shorter than, such Refinanced Indebtedness, (c) if such
Refinanced Indebtedness or any Guarantee Obligation thereof or any security therefor are subordinated to the Obligations, such
Refinancing Indebtedness and any Guarantee Obligations thereof and any security therefor remain so subordinated on terms no less
favorable to the Lenders and the other Secured Parties, (d) the obligors in respect of such Refinanced Indebtedness immediately
prior to such refinancing, refunding extension, renewal or replacement are the only obligors on such Refinancing Indebtedness and
(e) any Guarantee Obligations which constitute all or a portion of such Refinancing Indebtedness, taken as a whole, are determined
in good faith by a Responsible Officer of such Person to be no less favorable to such Person and the Lenders and the other Secured
Parties in any material respect than the covenants and events of default or Guarantee Obligations, if any, applicable to such Refinanced
Indebtedness.


 


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


 


“Platform”:
as defined in Section 10.2(d)(i).


 


“Preferred
Stock”: the preferred Capital Stock of any Loan Party.


 


“Prime
Rate”: the rate of interest per annum from time to time published in the money rates section of the Wall Street Journal
or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest,
as set forth from time to time in the money rates section of the Wall Street Journal, becomes unavailable for any reason as determined
by the Administrative Agent, the “Prime Rate” shall mean the rate of interest per annum announced by SVB as its prime
rate in effect at its principal office in the State of California (such SVB announced Prime Rate not being intended to be the lowest
rate of interest charged by SVB in connection with extensions of credit to debtors).






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“Private
Side Lender Representatives”: with respect to any Lender, representatives of such Lender that are not Public Side
Lender Representatives.


 


“Pro Forma
Basis”: with respect to any calculation or determination for a Loan Party for any period, in making such calculation
or determination on the specified date of determination (the “Determination Date”) means:


 


(a)  pro forma
effect will be given to any Indebtedness incurred (“Incurred”) by such Loan Party or any of its Subsidiaries
(including by assumption of then outstanding Indebtedness or by a Person becoming a Subsidiary after the beginning of the applicable
period and on or before the Determination Date to the extent the Indebtedness is outstanding or is to be Incurred on the Determination
Date, as if such Indebtedness had been Incurred on the first day of such period;


 



(b)  pro forma
calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the Determination
Date (taking into account any Swap Agreement applicable to the Indebtedness) had been the applicable rate for the entire reference
period;


 


(c)  Consolidated
Fixed Charges related to any Indebtedness no longer outstanding or to be repaid or redeemed on the Determination Date, except for
Consolidated Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder
(or under any successor revolving credit) in effect on the Determination Date, will be excluded as if such Indebtedness was no
longer outstanding or was repaid or redeemed on the first day of such period; and


 


(d)  pro forma
effect will be given to: (A) the acquisition or disposition of companies, divisions or lines of businesses by such Loan Party
and its Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of
the reference period by a Person that became a Subsidiary after the beginning of the applicable period; and (B) the discontinuation
of any discontinued operations but, in the case of Consolidated Fixed Charges, only to the extent that the obligations giving rise
to Consolidated Fixed Charges will not be obligations of such Loan Party or any of its Subsidiaries following the Determination
Date; in each case of clauses (A) and (B), that have occurred since the beginning of the applicable period and before the
Determination Date as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first
day of such period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division
or line of business, the pro forma calculation will be calculated in good faith by a responsible financial or accounting
officer of such Loan Party in accordance with Regulation S-X under the Securities Act, based upon the most recent four full fiscal
quarters for which the relevant financial information is available.


 


“Pro
Forma Financial Statements”: balance sheets, income statements and cash flow statements prepared by EDH and its consolidated
Subsidiaries that give effect (as if such events had occurred on such date) to (a) the Loans to be made on the Closing Date and
the use of proceeds thereof and (b) the payment of fees and expenses in connection with the foregoing, in each case prepared for
(i) the most recently ended fiscal quarter as if such transactions had occurred on such date and (ii) on a quarterly basis through
the first full fiscal year after the Closing Date, and on an annual basis for each fiscal year thereafter through the Term Loan
Maturity Date, in each case demonstrating pro forma compliance with the covenants set forth in Section 7.1.


 


“Projections”:
as defined in Section 6.2(c).


 


“Properties”:
as defined in Section 4.17(a).


 


“Public
Side Lender Representatives”: with respect to any Lender, representatives of such 



    	26



    	



    

Lender that do not wish to receive
MNPI.


 


“Qualified
Counterparty”: with respect to any Specified Swap Agreement, any counterparty thereto that, at the time such Specified
Swap Agreement was entered into or as of the Closing Date, was the Administrative Agent or a Lender or an Affiliate of the Administrative
Agent or a Lender.


 


“Recipient”:
the Administrative Agent or a Lender, as applicable.


 


“Recovery
Event”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding
relating to any asset of any Group Member.


 


“Redemption
Date”: at any date of determination, the date that the preferred shareholders of EDH have the right to redeem their
shares for cash. As of the date hereof, such date is November 10, 2016.


 


“Refunded
Swingline Loans”: as defined in Section 2.7(b).


 


“Register”:
as defined in Section 10.6(c).


 


“Regulation
U”: Regulation U of the Board as in effect from time to time.


 



“Reinvestment
Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party
in connection therewith that are not applied to prepay the Loans or other amounts pursuant to Section 2.12(e) as a
result of the delivery of a Reinvestment Notice.


 


“Reinvestment
Event”: any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.


 


“Reinvestment
Notice”: a written notice executed by a Responsible Officer stating that no Event of Default has occurred and that
the Borrower (directly or indirectly through a Guarantor) intends and expects to use all or a specified portion of the Net Cash
Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.


 


“Reinvestment
Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less
any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets useful in the Borrower’s
business.


 


“Reinvestment
Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring three hundred sixty
five days (365) after such Reinvestment Event, and (b) the date on which the Borrower (or its Subsidiaries) shall have determined
not to, or shall have otherwise ceased to, acquire or repair assets useful in the Borrower’s business with all or any portion
of the relevant Reinvestment Deferred Amount.


 


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


 


“Replacement
Lender”: as defined in Section 2.23.


 


“Required
Lenders”: at any time, (a) if only one Lender holds the outstanding Term Loans and the Total Revolving Commitments,
such Lender; and (b) if more than one Lender holds the outstanding Term Loans and Total Revolving Commitments, then at least two
Lenders who together hold more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding,
and (ii) 



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the Total Revolving Commitments (including, without duplication, the L/C Commitments) then in effect or, if the Revolving
Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding; provided that for the purposes
of this clause (b), the outstanding principal amount of the Term Loans held by any Defaulting Lender and the Revolving Commitments
of, and the portion of the Revolving Loans and participations in L/C Exposure and Swingline Loans held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required Lenders.


 


“Requirement
of Law”: as to any Person, the Operating Documents of such Person, and any law, treaty, rule or regulation or determination
of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.


 


“Responsible
Officer”: the chief executive officer, president, vice president, chief financial officer, treasurer, controller
or comptroller of an applicable Loan Party, but in any event, with respect to financial matters, the chief financial officer, treasurer,
controller or comptroller of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payments”: as defined in Section 7.6.


 


“Revolving
Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in
Swingline Loans and Letters of Credit in an aggregate principal amount not to exceed the amount set forth under the heading “Revolving
Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption or the Increase
Joinder pursuant to which such Lender becomes a party hereto, as the same may be changed from time to time
pursuant to the terms hereof (including in connection with assignments and Increases permitted hereunder).


 


“Revolving
Commitment Period”: the period from and including the Closing Date to the Revolving Termination Date.


 


“Revolving
Extensions of Credit”: as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Revolving Loans held by such Lender then outstanding, plus (b) such Lender’s L/C Percentage
of the aggregate undrawn amount of all outstanding Letters of Credit (including any Existing Letters of Credit) at such time, plus
(c) such Lender’s L/C Percentage of the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted
into Revolving Loans at such time, plus (d) such Lender’s Revolving Percentage of the aggregate principal amount
of Swingline Loans then outstanding.


 


“Revolving
Facility”: the Revolving Commitments and the extensions of credit made thereunder.


 


“Revolving
Lender”: each Lender that has a Revolving Commitment or that holds Revolving Loans.


 


“Revolving
Loan Conversion”: as defined in Section 3.5(b).


 


“Revolving
Loan Funding Office”: the office of the Administrative Agent specified in Section 10.2 or such other
office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower
and the Lenders.






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“Revolving
Loan Note”: a promissory note in the form of Exhibit H-1, as it may be amended, supplemented or otherwise
modified from time to time.


 


“Revolving
Loans”: as defined in Section 2.4(a).


 


“Revolving
Percentage”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment
then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated,
the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the
aggregate principal amount of all Revolving Loans then outstanding; provided that in the event that the Revolving Loans
are paid in full prior to the reduction to zero of the Total Revolving Commitments, the Revolving Percentages shall be determined
in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders
on a comparable basis.


 


“Revolving
Termination Date”: is the date occurring on the five (5) year anniversary of the Closing Date; provided that, notwithstanding
the foregoing, in all events the Revolving Termination Date shall be the 90th day prior to the Redemption Date. For clarification,
upon the IPO, the foregoing proviso shall not be applicable and the Revolving Termination Date shall be the date occurring on the
five (5) year anniversary of the Closing Date to the extent that all of EDH’s preferred shares of Capital Stock are converted
to non-redeemable common stock at such time.


 


“S&P”:
Standard & Poor’s Ratings Services.


 


“Sale Leaseback
Transaction”: any arrangement with any Person or Persons, whereby in contemporaneous or substantially contemporaneous
transactions a Loan Party sells substantially all of its right, title and interest in any property and, in connection therewith,
acquires, leases or licenses back the right to use all or a material portion of such property.


 


“Sanctioned
Entity”: (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization
directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country,
in each case, that is subject to a country sanctions program administered and enforced by OFAC.


 



“Sanctioned
Person”: a Person named on the list of Specially Designated Nationals maintained by OFAC.


 


“SEC”:
the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.


 


“Secured
Obligations”: as defined in the Guarantee and Collateral Agreement.


 


“Secured
Parties”: the collective reference to the Administrative Agent, the Lenders (including any Issuing Lender in its
capacity as Issuing Lender and any Swingline Lender in its capacity as Swingline Lender), each Bank Services Provider (in its or
their respective capacity as provider of Bank Services) and any Qualified Counterparties.


 


“Securities
Account”: any “securities account” as defined in the UCC with such additions to such term as may hereafter
be made.


 


“Securities
Account Control Agreement”: any Control Agreement entered into by the Administrative Agent, a Loan Party and a securities
intermediary holding a Securities Account of such 



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Loan Party pursuant to which the Administrative Agent is granted “control”
(for purposes of the UCC) over such Securities Account.


 


“Securities
Act”: the Securities Act of 1933, as amended from time to time and any successor statute.


 


“Security
Documents”: the collective reference to (a) the Guarantee and Collateral Agreement, (b) the Mortgages, (c) the Intellectual
Property Security Agreements, (d) each Securities Account Control Agreement, (e) each Deposit Account Control Agreement, (f) all
other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure
the Obligations of any Loan Party arising under any Loan Document, (g) all other security documents hereafter delivered to
any Bank Services Provider granting a Lien on any property of any Person to secure the Obligations of any Group Member arising
under any Bank Services Agreement, and (h) all financing statements, fixture filings, patent, trademark and copyright filings,
assignments, acknowledgments and other filings, documents and agreements made or delivered pursuant to any of the foregoing.


 


“Solvency
Certificate”: the Solvency Certificate, dated the Closing Date, delivered to the Administrative Agent and the Lenders
pursuant to Section 5.1(s), which Solvency Certificate shall be in substantially the form of Exhibit D.


 


“Solvent”:
when used with respect to any Person, as of any date of determination, (a) the amount of the “fair value” of the
assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,”
as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations
of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date,
be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute
and matured, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations
of the insolvency of debtors, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which
to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i)
“debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether
or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured,
disputed, undisputed, secured or unsecured. 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
Swap Agreement”: any Swap Agreement entered into by the Borrower and any Qualified Counterparty (or any Person who
was a Qualified Counterparty as of the Closing Date or as of the date such Swap Agreement was entered into) in respect of interest
or foreign currency exchange rates to the extent permitted under Section 7.13.


 



“Subordinated
Indebtedness”: Indebtedness of a Loan Party subordinated to the Obligations pursuant to subordination terms (including
payment, lien and remedies subordination terms, as applicable) reasonably acceptable to the Administrative Agent.


 


“Subsidiary”:
as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of
the happening of a 



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contingency) to elect a majority of the board of directors or other managers of such corporation, partnership
or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or
more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary”
or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Surety
Indebtedness”: as of any date of determination, indebtedness (contingent or otherwise) owing to sureties arising
from surety bonds issued on behalf of any Loan Party or its Subsidiaries as support for, among other things, their contracts with
customers, whether such indebtedness is owing directly or indirectly by such Loan Party or any such Subsidiary.


 


“SVB”:
as defined in the preamble hereto.


 


“Swap Agreement”:
any agreement with respect to any swap, hedge, forward, future or derivative transaction or option or similar agreement (including
without limitation, any Interest Rate Agreement) involving, or settled by reference to, one or more rates, currencies, commodities,
equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing
risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar
plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants
of the Borrower and its Subsidiaries shall be deemed to be a “Swap Agreement.”


 


“Swap Termination
Value”: in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements 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 Agreements, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which
may include a Qualified Counterparty).


 


“Swingline
Commitment”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in
an aggregate principal amount at any one time outstanding not to exceed $10,000,000.


 


“Swingline
Lender”: SVB, in its capacity as the lender of Swingline Loans.


 


“Swingline
Loan Note”: a promissory note in the form of Exhibit H-2, as it may be amended, supplemented or otherwise
modified from time to time.


 


“Swingline
Loans”: as defined in Section 2.6.


 


“Swingline
Participation Amount”: as defined in Section 2.7(c).


 


“Synthetic
Lease Obligation”: the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease or (b) an agreement for the use of property creating obligations that do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment).


 


“Taxes”:
all present or future taxes, levies, imposts, duties, deductions, withholdings (including 



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backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 



“Term Commitment”:
as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower in an aggregate principal amount not
to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule
1.1A. The original aggregate amount of the Term Commitments is $40,000,000.


 


“Term Facility”:
the Term Commitments and the Term Loans made thereunder.


 


“Term Lender”:
each Lender that has a Term Commitment or that holds a Term Loan.


 


“Term Loan”:
the term loans made by the Lenders pursuant to Section 2.1, and to the extent funded, any Additional Term Loans pursuant
to Section 2.8.


 


“Term Loan
Funding Office”: the office of the Administrative Agent specified in Section 10.2 or such other office
as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the
Lenders.


 


“Term Loan
Maturity Date”: is the date occurring on the five (5) year anniversary of the Closing Date; provided that, notwithstanding
the foregoing, in all events the Term Loan Maturity Date shall be the 90th day prior to the Redemption Date. For clarification,
upon the IPO the foregoing proviso shall not be applicable and the Term Loan Maturity Date shall be the date occurring on the five
(5) year anniversary of the Closing Date to the extent that all of EDH’s preferred shares of Capital Stock are converted
to non-redeemable common stock at such time.


 


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


 


“Term Percentage”:
as to any Term Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term
Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s
Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).


 


“Total
Credit Exposure”: is, as to any Lender at any time, the unused Commitments, Revolving Extensions of Credit and outstanding
Term Loans of such Lender at such time.


 


“Total
L/C Commitments”: at any time, the sum of all L/C Commitments at such time, as the same may be reduced from time
to time pursuant to Section 2.10 or 3.5(b). The initial amount of the Total L/C Commitments on the Closing Date
is $10,000,000.


 


“Total
Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect. The original
amount of the Total Revolving Commitments is $35,000,000. The L/C Commitment and the Swingline Commitment are each sublimits of
the Total Revolving Commitments.


 


“Total
Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit outstanding
at such time.


 


“Trade
Date”: as defined in Section 10.6(b)(i)(B).






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“Transferee”:
any Eligible Assignee or Participant.


 


“Type”:
as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.


 


“Unfriendly
Acquisition”: any acquisition that has not, at the time of the first public announcement of an offer relating thereto,
been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that
with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if
it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to
a friendly acquisition.


 



“Uniform
Commercial Code” or “UCC”: the Uniform Commercial Code (or any similar or equivalent legislation)
as in effect from time to time in the State of New York, or as the context may require, any other applicable jurisdiction.


 


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


 


“USCRO”:
the U.S. Copyright Office.


 


“U.S. Person”:
any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“USPTO”:
the U.S. Patent and Trademark Office.


 


“U.S. Tax
Compliance Certificate”: as defined in Section 2.20(f).


 


“Withholding
Agent”: as applicable, any of any applicable Loan Party and the Administrative Agent, as the context may require.


 


1.2 Other Definitional Provisions.


 


(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b) As used herein and in the other Loan Documents, and in any certificate or other document made
or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1
and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given
to them under GAAP, (ii) the words “include,” “includes” and “including” shall be deemed to
be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur,
create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence”
shall have correlative meanings), (iv) 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, Capital Stock,
securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements (including this Agreement)
or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations
as amended, supplemented, restated, amended and restated or otherwise modified from time to time. Notwithstanding the foregoing
clause (i), for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained
herein, Indebtedness of any Group Member shall be deemed to be carried at 100% of the outstanding principal amount thereof, and
the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.






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(c) The words “hereof,” “herein” and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The word
“will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires
otherwise, (i) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ii)
all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement, (iii) any reference to any law or regulation herein shall, unless otherwise specified,
refer to such law or regulation as amended, modified or supplemented from time to time.


 


(d) The meanings given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine
and neuter forms. 


 


SECTION
2

AMOUNT AND TERMS OF COMMITMENTS


 


2.1 Term
Commitments. Subject to the terms and conditions hereof, each Term Lender severally agrees to make a Term Loan to the Borrower
on the Closing Date in an amount equal to the amount of the Term Commitment of such Lender. The Term Loans may from time to time
be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections
2.2 and 2.13, and once repaid in accordance with the provisions hereof may not be reborrowed.


 


2.2 Procedure
for Term Loan Borrowing. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing (which must be
received by the Administrative Agent prior to 10:00 A.M., Pacific time, one (1) Business Day prior to the anticipated Closing
Date (with originals to follow within three (3) Business Days)) requesting that the Term Lenders make the Term Loans on the Closing
Date and specifying the amount to be borrowed. Unless otherwise agreed by the Administrative Agent, (i) the Term Loans made on
the Closing Date shall initially be ABR Loans and (ii) no Term Loan may be converted into or continued as a Eurodollar Loan having
an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Upon receipt of such Notice
of Borrowing, the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 P.M. Pacific time,
on the Closing Date each Term Lender shall make available to the Administrative Agent at the Term Loan Funding Office an amount
in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall
credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made
available to the Administrative Agent by the Term Lenders in immediately available funds or, if so specified in the Flow of Funds
Agreement, the Administrative Agent shall wire transfer all or a portion of such aggregate amounts to SVB (for application against
the Existing Indebtedness), in accordance with the wire instructions specified for such purpose in the Flow of Funds Agreement.


 


2.3 Repayment
of Term Loans. Beginning on July 1, 2014, the Term Loans shall be repaid in consecutive quarterly installments on the first
day of each fiscal quarter, each of which installments shall be in an amount equal to such Lender’s Term Percentage multiplied
by the installment amount set forth below opposite such installment payment date: 


 


	Installment Payment Dates	 	Installment Amount
	July 1, 2014	 	1.25% of initial principal amount of the Term Loan (plus, if applicable, the initial amount of any Additional Term Loans)
	




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	Installment Payment Dates	 	Installment Amount
	October 1, 2014	 	1.25% of initial principal amount of the Term Loan (plus, if applicable, the initial amount of any Additional Term Loans)
	 	 	 
	January 1, 2015	 	1.25% of initial principal amount of the Term Loan (plus, if applicable, the initial amount of any Additional Term Loans)
	 	 	 
	April 1, 2015	 	1.25% of initial principal amount of the Term Loan (plus, if applicable, the initial amount of any Additional Term Loans)
	 	 	 
	The first day of each fiscal quarter thereafter	 	2.50% of initial principal amount of the Term Loan (plus, if applicable, the initial amount of any Additional Term Loans)



 


To the extent not previously paid, all
then outstanding Term Loans shall be due and payable on the Term Loan Maturity Date, together with accrued and unpaid interest
on the principal amount to be paid to but excluding the date of payment.


 



2.4  Revolving Commitments.


 


(a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make
revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”)
to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such
Revolving Loans at any one time outstanding which, when added to the aggregate outstanding amount of any Revolving Loans, any Swingline
Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that
have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, does
not exceed the amount of such Lender’s Revolving Commitment. In addition, the amount of the Total Revolving Extensions of
Credit outstanding at such time shall not exceed the Total Revolving Commitments in effect at such time. During the Revolving Commitment
Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans,
as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13.
Notwithstanding anything to the contrary contained herein, during the existence of a Default or an Event of Default, no Revolving
Loan may be borrowed as, converted to or continued as a Eurodollar Loan.


 


(b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.


 


2.5 Procedure
for Revolving Loan Borrowing. The Borrower may borrow up to the Available Revolving Commitment under the Revolving Commitments
during the Revolving Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent
an irrevocable Notice of Borrowing (which must be received by the Administrative Agent prior to 10:00 A.M., Pacific time, (a) three
(3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one (1) Business Day prior
to the requested Borrowing Date, in the case of ABR Loans (in each case, with originals to follow within three (3) Business Days))
(provided that any such Notice of Borrowing of ABR Loans under the Revolving Facility to finance payments under Section 3.5(a) may be given not later than 10:00 A.M., Pacific time, on the date of the proposed borrowing), in each such case specifying
(i) the amount and Type of Revolving Loans to be borrowed, 



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(ii) the requested Borrowing Date, (iii) in the case
of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period
therefor, and (iv) instructions for remittance of the proceeds of the applicable Loans to be borrowed. Unless otherwise agreed
by the Administrative Agent in its sole discretion, no Revolving Loan may be made as, converted into or continued as a Eurodollar
Loan having an Interest Period in excess of one month prior to the date that is 30 days after the Closing Date. Each borrowing
of, conversion to or continuation of a Eurodollar Loan shall be in a principal amount of $1,000,000 or a whole multiple of $100,000
in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount). Except
as provided in Sections 3.5(b) and 2.7(b), each borrowing of or conversion to ABR Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments
are less than $1,000,000, such lesser amount). Upon receipt of any such Notice of Borrowing from the Borrower, the Administrative
Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of
each such borrowing available to the Administrative Agent for the account of the Borrower at the Revolving Loan Funding Office
prior to 12:00 P.M., Pacific time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting such account as is designated
in writing to the Administrative Agent by the Borrower with the aggregate of the amounts made available to the Administrative
Agent by the Revolving Lenders and in like funds as received by the Administrative Agent or, if so specified in the Flow of Funds
Agreement, the Administrative Agent shall wire transfer all or a portion of such aggregate amounts to SVB (for application against
the Existing Indebtedness), in accordance with the wire instructions specified for such purpose in the Flow of Funds Agreement.
No Revolving Loan which constitutes a Eurodollar Loan will be made on the Closing Date.


 


2.6 Swingline
Commitment. Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit
accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment
Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline
Loans”) to the Borrower; provided that (a) the aggregate principal amount of Swingline Loans outstanding
at any time shall not exceed the Swingline Commitment then in effect, (b) the Borrower shall not request, and the Swingline
Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of
the Available Revolving Commitments would be less than zero, and (c) the Borrower shall not use the proceeds of any Swingline
Loan to refinance any then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline
Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall
be ABR Loans only and shall be made only in Dollars. To the extent not otherwise required by the terms hereof to be repaid prior
thereto, the Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Revolving
Termination Date.


 


2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans. 


 


(a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans the Borrower
shall give the Swingline Lender irrevocable telephonic or electronic notice (which notice must be received by the Swingline Lender
not later than 12:00 P.M., Pacific time, on the proposed Borrowing Date) confirmed promptly in writing by a Notice of Borrowing,
specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day during the
Revolving Commitment Period), and (iii) instructions for the remittance of the proceeds of such Loan. Each borrowing under the
Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Promptly thereafter,
on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Borrower
an amount in 



    	36



    	



    

immediately available funds equal to the amount of the Swingline Loan to be made by depositing such amount in the
account designated in writing to the Administrative Agent by the Borrower. Unless a Swingline Loan is sooner refinanced by the
advance of a Revolving Loan pursuant to Section 2.7(b), such Swingline Loan shall be repaid by the Borrower no later than
five (5) Business Days after the advance of such Swingline Loan.


 


(b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion,
may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one (1) Business
Day’s telephonic notice given by the Swingline Lender no later than 12:00 P.M., Pacific time, and promptly confirmed in writing,
request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to
such Revolving Lender’s Revolving Percentage of the aggregate amount of such Swingline Loan (each a “Refunded
Swingline Loan”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall
make the amount of such Revolving Loan available to the Administrative Agent at the Revolving Loan Funding Office in immediately
available funds, not later than 10:00 A.M., Pacific time, one (1) Business Day after the date of such notice. The proceeds of such
Revolving Loan shall immediately be made available by the Administrative Agent to the Swingline Lender for application by the Swingline
Lender to the repayment of the Refunded Swingline Loan. The Borrower irrevocably authorizes the Swingline Lender to charge the
Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) immediately to pay the
amount of any Refunded Swingline Loan to the extent amounts received from the Revolving Lenders are not sufficient to repay in
full such Refunded Swingline Loan.


 


(c) If prior to the time that the Borrower has repaid the Swingline Loans pursuant to Section 2.7(a)
or a Revolving Loan has been made pursuant to Section 2.7(b), one of the events described in Section 8.1(f)
shall have occurred or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may
not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to
have been made pursuant to the notice referred to in Section 2.7(b) or on the date requested by the Swingline Lender
(with at least one (1) Business Days’ notice to the Revolving Lenders), purchase for cash an undivided participating interest
in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”)
equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal
amount of the outstanding Swingline Loans that were to have been repaid with such Revolving Loans.


 


(d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such
Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender
will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case
of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient
to pay the principal of and interest on all Swingline Loans then due); provided that in the event that such payment received
by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof
previously distributed to it by the Swingline Lender.


 


(e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b)
and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not
be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving
Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the
occurrence of a 



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Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5,
(iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement
or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Lender, or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


 


(f) The Swingline Lender may resign at any time by giving 30 days’ prior notice to the Administrative
Agent, the Lenders and the Borrower. After the resignation of the Swingline Lender hereunder, the retiring Swingline Lender shall
remain a party hereto and shall continue to have all the rights and obligations of the Swingline Lender under this Agreement and
the other Loan Documents with respect to Swingline Loans made by it prior to such resignation, but shall not be required to make
any additional Swingline Loans.


 


2.8 Incremental
Facility. 


 


(a) At any time from the Closing Date until the Term Loan Maturity Date, the Borrower may request
(but subject to the conditions set forth below) (x) to have new Term Loans made available (the “Additional Term Loans”),
in an aggregate principal amount for all Additional Term Loans not to exceed $40,000,000 minus the amount of any Revolver Increases
(any such Additional Term Loan, the “Term Loan Increase”) or (y) the Revolving Commitment be increased
by an amount not to exceed the Available Revolving Increase Amount (each such increase of the Revolving Commitment, a “Revolver
Increase” and together with the Term Loan Increase, each, an “Increase”). No Lender
shall be obligated to participate in any Increase, and each Lender’s determination to participate in any such Increase shall
be in such Lender’s sole and absolute discretion. The Administrative Agent shall invite each Lender to provide an Additional
Term Loan or Revolver Increase (it being understood that no Lender shall be obligated to provide an Increase) in connection with
any proposed Increase and to the extent, ten (10) Business Days after receipt of invitation, sufficient Lenders do not agree to
provide an Increase in connection with such proposed Increase on terms acceptable to the Borrower, then the Administrative Agent
may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” and is reasonably satisfactory
to the Borrower (it being agreed that any prospective lender that is (x) a Lender or Affiliate of a Lender or (y) an Approved Fund
shall be reasonably satisfactory) to become a Lender in connection with the proposed Increase. Any Increase shall be in the amount
of at least $5,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.24)
and integral multiples of $1,000,000 in excess thereof (or such lower amount that represents all remaining availability pursuant
to this Section 2.24). Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall
the aggregate amount of the Increases exceed $40,000,000 during the term of the Agreement.


 


(b) Each of the following shall be conditions precedent to the effectiveness of any Increase:



 


(i) (A) any Additional Term Loans shall, for purposes of principal repayment and interest, be
treated substantially the same as the Term Loans funded on the Closing Date, and shall be on the same terms (including the pricing,
and maturity date), as applicable, as, and pursuant to documentation applicable to, the original Term Facility and (B) any Revolver
Increase shall be on the same terms (including the pricing, and maturity date), as applicable, as, and pursuant to documentation
applicable to, the original Revolving Facility;


 



(ii)  the Borrower shall have delivered an irrevocable written request for such Increase at least
ten (10) Business Days prior to the requested funding date of such Increase;






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(iii) the Administrative Agent shall have obtained the commitment of one or more Lenders (or other
prospective Lenders that satisfy the criteria of being an “Eligible Assignee”; provided that no such Lender shall be
a Loan Party or any of a Loan Party’s Affiliates or Subsidiaries) reasonably satisfactory to the Administrative Agent and
the Borrower (unless such prospective Lender is (x) a Lender or Affiliate of a Lender or (y) an Approved Fund) to provide the applicable
Increase and any prospective Lender(s), the Loan Parties and the Administrative Agent have signed a joinder agreement to this Agreement
(an “Increase Joinder”), in form and substance reasonably satisfactory to the Administrative Agent, pursuant
to which such prospective Lender(s), the Loan Parties, and the Administrative Agent are party (any Increase Joinder may, with the
consent of the Administrative Agent, the Borrower and the Lenders or prospective Lender(s) agreeing to the proposed Increase, effect
such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions
of this Section 2.8 (including, if applicable, any amendment necessary to ensure and demonstrate that the Liens and security
interests granted by the Loan Documents are perfected under the UCC to secure the Obligations in respect of the Additional Term
Loans of Revolver Increase, as applicable)). Notwithstanding anything to the contrary in this Agreement or in any other Loan Document,
an Increase Joinder reasonably satisfactory to the Administrative Agent, and the amendments to this Agreement effected thereby,
shall not require the consent of any Lender other than the Lender(s) agreeing to fund such Increase; 


 


(iv) the Borrower shall have executed any Notes requested by any Lender in connection with the
making of the Increase.


 


(v) each of the conditions precedent set forth in Section 5.2 are satisfied;


 


(vi) the Borrower has delivered to the Administrative Agent an updated pro forma Compliance Certificate
(after giving effect to the Increase) for Borrower and its Subsidiaries evidencing compliance on a pro forma basis with then applicable
financial covenants set forth in Section 7.1 hereof as of the end of the most recently ended fiscal quarter together with
all reasonably detailed calculations demonstrating such compliance;


 


(vii) in connection with such Increase, the Borrower shall pay to Administrative Agent all fees
required to be paid pursuant to the terms of the Fee Letter.


 


(viii) upon the effectiveness of any Increase, unless otherwise specifically provided herein, as
applicable, (i) (A) all references in this Agreement and any other Loan Document to the Term Loans shall be deemed, unless the
context otherwise requires, to include each Additional Term Loans advanced pursuant to this Section 2.8 and (B) all references
in this Agreement and any other Loan Document to the Term Commitments shall be deemed, unless the context otherwise requires, to
include the commitment to advance an amount equal to the Additional Term Loans advanced pursuant to this Section 2.8, and/or
(ii) (A) all references in this Agreement and any other Loan Document to the Revolving Loans shall be deemed, unless the context
otherwise requires, to include such Revolver Increase advanced pursuant to this Section 2.8 and (ii) all references in this
Agreement and any other Loan Document to the Revolving Commitment shall be deemed, unless the context otherwise requires, to include
the commitment to advance an amount equal to such Revolver Increase pursuant to this Section 2.8. 


 


(ix) The Revolving Loans and Revolving Commitments established pursuant to this Section 2.8
shall constitute Revolving Loans and Revolving Commitments under, and shall be entitled to all the benefits afforded by, this Agreement
and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the
security interests created by the Loan Documents. The Additional Term Loans and Term Commitments established pursuant to 



    	39



    	



    

this Section
2.8 shall constitute Term Loans and Term Commitments under, and shall rank pari passu in right of payment in respect of the
Collateral and with the Obligations in respect of the Term Loans. The Borrower shall take any actions reasonably required by Administrative
Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under
the Code or otherwise after giving effect to the establishment of any Increase. 


 



2.9  Fees.


 


(a) Upfront Fee. On or prior to the Closing Date, the Borrower agrees to pay to the Administrative
Agent, for the benefit of itself and the other Lenders, an upfront fee in the amount specified in the Fee Letter.


 


(b) Commitment Fee. As additional compensation for the Total Revolving Commitments, the
Borrower shall pay to the Administrative Agent for the account of the Lenders, a fee for the Borrower’s non-use of available
funds under the Revolving Facility (the “Commitment Fee”), payable quarterly in arrears on the first
day of each calendar quarter occurring prior to the Revolving Termination Date, and on the Revolving Termination Date, in an amount
equal to the Commitment Fee Rate multiplied by the average unused portion of the Total Revolving Commitments, as reasonably
determined by the Administrative Agent. The unused portion of the Total Revolving Commitments, for purposes of this calculation,
shall equal the difference between (i) the Total Revolving Commitments (as reduced from time to time), and (ii) the sum
of (A) the average for the period of the daily closing balance of the Revolving Loans outstanding, (B) the aggregate undrawn amount
of all Letters of Credit outstanding at such time, and (C) the aggregate amount of all L/C Disbursements that have not yet been
reimbursed or converted into Revolving Loans at such time. For the avoidance of doubt, the outstanding amount of any Swingline
Loans shall not be counted towards or considered usage of the Total Revolving Commitments for purposes of determining the Commitment
Fee.


 


(c) Agency and Arrangement Fees. The Borrower agrees to pay to the Administrative Agent
the fees in the amounts and on the dates as set forth in the Fee Letter and to perform any other obligations contained therein.


 


(d) [Reserved]. 


 


(e) Fees Nonrefundable. All fees payable under this Section 2.9 shall be fully earned
on the date paid and nonrefundable.


 


(f) Increase in Fees. At any time that an Event of Default exists, upon the request of
the Required Lenders, the amount of any of the foregoing fees due under subsection (b) shall be increased by adding 2.00% per annum
thereto; provided that such fees shall automatically increase without any Required Lender consent upon the occurrence of
any Event of Default arising under Section 8.1(a). 


 


2.10 Termination or Reduction of Total Revolving Commitments; Total L/C Commitments.


 


(a) Termination or Reduction of Total Revolving Commitments. The Borrower shall have the
right, upon not less than three (3) Business Days’ written notice delivered to the Administrative Agent, to terminate the
Total Revolving Commitments or, from time to time, to reduce the amount of the Total Revolving Commitments; provided that
no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans
and Swingline Loans to be made on the effective date thereof the amount of the Total Revolving Extensions of Credit then outstanding
would exceed the Total Revolving Commitments then in effect. Any such reduction shall be in an amount equal 



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to $1,000,000, or a
whole multiple in excess thereof (or, if the then Total Revolving Commitments are less than $1,000,000, such lesser amount), and
shall reduce permanently the Total Revolving Commitments then in effect; provided that, if in connection with any such reduction
or termination of the Total Revolving Commitments a Eurodollar Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. Any reduction of
the Total Revolving Commitments shall be applied to the Revolving Commitments of each Lender according to its respective Revolving
Percentage. All fees accrued until the effective date of any termination of the Total Revolving Commitments shall be paid on the
effective date of such termination.


 


(b) Termination or Reduction of Total L/C Commitments. The Borrower shall have the right,
upon not less than three (3) Business Days’ written notice delivered to the Administrative Agent, to terminate the Total
L/C Commitments available to the Borrower or, from time to time, to reduce the amount of the Total L/C Commitments available to
the Borrower; provided that, in any such case, no such termination or reduction of the Total L/C Commitments shall be permitted
if, after giving effect thereto, the Total L/C Commitments shall be reduced to an amount that would result in the aggregate L/C
Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to $1,000,000, or
a whole multiple in excess thereof (or, if the then Total L/C Commitments are less than $1,000,000, such lesser amount), and shall
reduce permanently the Total L/C Commitments then in effect. Any reduction of the Total L/C Commitments shall be applied to the
L/C Commitments of each Lender according to its respective L/C Percentage. All fees accrued until the effective date of any termination
of the Total L/C Commitments shall be paid on the effective date of such termination.


 


2.11 Optional Loan Prepayments.


 


The
Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable
notice delivered to the Administrative Agent no later than 10:00 A.M., Pacific time, three (3) Business Days prior thereto, in
the case of Eurodollar Loans, and no later than 10:00 A.M., Pacific time, one (1) Business Day prior thereto, in the case of ABR
Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a Eurodollar Loan is
prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing
pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such
prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not
consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with
(except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid.
Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple
thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.


 


2.12 Mandatory Prepayments. Without duplication: 


 


(a) If any Capital Stock shall be issued by the Borrower or any of its Subsidiaries (excluding
Capital Stock issued to a Loan Party), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of
such issuance toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). Notwithstanding
the foregoing, any proceeds from the Borrower’s IPO or any public follow-on offering or any proceeds from the exercise of
stock options or warrants shall not be required to be applied to prepay the Obligations pursuant to this Section 2.12(a).







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(b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred
in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date
of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e).


 


(c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery
Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such
date toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e); provided that notwithstanding
the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement
pursuant to a Reinvestment Notice shall not exceed $500,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment
Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward
the prepayment of the Loans and other amounts as set forth in Section 2.12(e). 


 


(d) If, for any fiscal year of the Borrower, there shall be Excess Cash Flow, the Borrower shall,
on the relevant Excess Cash Flow Application Date, apply 50% of such Excess Cash Flow (minus voluntary principal repayments of
the Loans under the Loan Documents (excluding voluntary repayment of Revolving Loans or Swingline Loans, except to the extent there
is an equivalent permanent reduction in the commitments related thereto), except to the extent such repayments are not made with
internally generated funds for such fiscal year) toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e);
provided that such percentage shall be reduced to (i) 25% if the Consolidated Leverage Ratio as of the last day of such
fiscal year is less than 2.50 to 1.00 but equal to or
greater than 1.00 to 1.00 and (ii) 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 1.00
to 1.00. Each such prepayment shall be made on a date (each an “Excess Cash Flow Application Date”) occurring
no later than the earliest of five Business Days following (i) the date on which the financial statements of the Borrower referred
to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered
to the Lenders, (ii) the date such financial statements are actually delivered. Notwithstanding the foregoing, to the extent applicable,
any proceeds from the Borrower’s IPO or any public follow-on offering or any proceeds from the exercise of stock options
or warrants shall not be considered in the calculation of Excess Cash Flow or any component thereof for purposes of this Section
2.12(d).


 


(e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12
shall be applied to the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance
with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (the aggregate
amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”),
in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term
Loans held by Term Lenders that have elected to accept such Declined Amounts; second, to the extent of any residual, if
no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with
no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term
Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount
in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative
Agent for the benefit of the Issuing Lender and the L/C Lenders on terms and conditions satisfactory to the Issuing Lender. Each
prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline
Loans, in the event the Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of
such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each
prepayment of Term Loans in whole or in part pursuant to this Section 2.12 



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not less than five (5) Business Days prior to
the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth
(i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x)
decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its
option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than
three (3) Business Days prior to the Mandatory Prepayment Date.


 


(f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required
under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation
of the amount of such prepayment or reduction and (ii) to the extent practicable, at least ten days prior written notice of such
prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment
shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion
thereof) to be prepaid.


 


(g) No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to
this Section 2.12.


 


(h) Amounts to be applied pursuant to this Section 2.12 to the prepayment of Term Loans
and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Loans. Any amounts remaining after each such
application shall be applied to prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans
required under this Section 2.12 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”),
only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately
prepaid and, at the election of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms reasonably
satisfactory to the Administrative Agent and applied to the prepayment of Eurodollar Loans on the last day of the then next-expiring
Interest Period for Eurodollar Loans; provided that (i) interest in respect of such Excess Amount shall continue to accrue thereon
at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have
been used in full to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing, the Administrative
Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment
of such Loans in an amount equal to such Excess Amount or (B) prepaid immediately,
together with any breakage costs owing to the Lenders pursuant to Section 2.21.


 


2.13 Conversion and Continuation Options.


 


(a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving
the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M.,
Pacific time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar
Loans may only be made on the last day of an Interest Period with respect thereto. Subject to Section 2.17, the Borrower
may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice
in a Notice of Conversion/Continuation of such election no later than 10:00 A.M., Pacific time, on the third Business Day preceding
the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided that
no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing. Upon receipt of any
such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. 


 


(b) Subject to Section 2.17, any Eurodollar Loan may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving irrevocable 



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notice in a Notice of Conversion/Continuation
to the Administrative Agent by no later than 10:00 A.M., Pacific time, on the date occurring three Business Days preceding the
proposed continuation date and otherwise in accordance with the applicable provisions of the term “Interest Period”
set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided
that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing; provided further
that (i) if the Borrower shall fail to give any required notice as described above in this paragraph, such Loans shall automatically
be continued as Eurodollar Loans with a one month Interest Period on the last day of such then expiring Interest Period, and (ii)
if such continuation is not permitted pursuant to the preceding proviso, such Loans shall automatically be converted to ABR Loans
on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly
notify each relevant Lender thereof. 


 


2.14 Limitations
on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all
borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts
and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar
Loans comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole multiple of $100,000 in excess thereof, and (b)
no more than seven (7) Eurodollar Tranches shall be outstanding at any one time.


 


2.15 Interest Rates and Payment Dates.


 


(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to (i) the Eurodollar Rate determined for such day plus (ii) the Applicable Margin.


 


(b) Each ABR Loan (including any Swingline Loan) shall bear interest at a rate per annum equal
to (i) the ABR plus (ii) the Applicable Margin.


 


(c) During the continuance of an Event of Default, at the request of the Required Lenders, all
outstanding Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this Section plus 2.00% (the “Default Rate”); provided that
the Default Rate shall apply to all outstanding Loans automatically and without any Required Lender consent therefor upon the occurrence
of any Event of Default arising under Section 8.1(a).


 


(d) Interest on the outstanding principal amount of each Loan shall be payable in arrears on each
Interest Payment Date; provided that interest accruing pursuant to Section 2.15(c) shall be payable from time
to time on demand.


 



2.16  Computation of Interest and Fees.


 


(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year
for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of
the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the
actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each
determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency
Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The
Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount
of each such change in interest rate.






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(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision
of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative
Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative
Agent in determining any interest rate pursuant to Section 2.16(a).


 


2.17 Inability
to Determine Interest Rate. If prior to the first day of any Interest Period, the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the Borrower) in connection with any request for a Eurodollar Loan or
a conversion to or a continuation thereof that, by reason of circumstances affecting the relevant market, (a) Dollar deposits
are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such requested
Loan or conversion or continuation, as applicable, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar
Rate for such Interest Period, or (c) the Eurodollar Rate determined or to be determined for such Interest Period will not adequately
and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected
Loans during such Interest Period, then, in any such case (a), (b) or (c), the Administrative Agent shall promptly notify the
Borrower and the relevant Lenders thereof as soon as practicable thereafter. Any such determination shall specify the basis for
such determination and shall, in the absence of manifest error, be conclusive and binding for all purposes. Thereafter, (x) any
Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR
Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to
Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be
converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative
Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have
the right to convert Loans under the relevant Facility to Eurodollar Loans.


 


2.18 Pro Rata Treatment and Payments.


 


(a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on
account of any commitment fee and any reduction of the Commitments shall be made pro rata according to the respective Term
Percentages, L/C Percentages or Revolving Percentages, as the case may be, of the relevant Lenders; provided that,
for the avoidance of doubt, each borrowing of Additional Term Loans shall be made pro rata according to the respective commitments
of the Lenders providing such Additional Term Loans. 


 


(b) Except as otherwise provided herein, each payment (including each prepayment) by the Borrower
on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding
principal amounts of the Term Loans then held by the Term Lenders. The amount of each principal prepayment of the Term Loans (whether
optional or mandatory) shall be applied to reduce the then remaining installments of the Term Loans pro rata based upon
the respective then remaining principal amounts thereof. Except as otherwise may be agreed by the Borrower and the Required Lenders,
any prepayment of Loans shall be applied to the then outstanding Term Loans on a pro rata basis regardless of type. Amounts
prepaid on account of the Term Loans may not be reborrowed.


 



(c)  Each payment (including each prepayment) by the Borrower on account of principal of and interest
on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving
Loans then held by the Revolving Lenders.






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(d) All payments (including prepayments) to be made by the Borrower hereunder, whether on account
of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff and shall be made prior to 10:00 A.M., Pacific time, on the due date thereof to the Administrative Agent, for the account
of the Lenders, at the applicable Funding Office, in Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as received. Any payment received by the Administrative
Agent after 10:00 A.M. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue
to accrue. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due
and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless
the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding
two sentences, interest thereon shall be payable at the then applicable rate during such extension.


 


(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to
the date of any borrowing that such Lender will not make the amount that would constitute its share of such borrowing available
to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative
Agent on such date in accordance with Section 2, and the Administrative Agent may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. If such amount is not in fact made available to the Administrative Agent
by the required time on the Borrowing Date therefor, such Lender and the Borrower severally agree to pay to the Administrative
Agent, on demand, such corresponding amount with interest thereon, for each day from and including the date on which such amount
is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment
to be made by such Lender, a rate equal to the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to
be made by the Borrower, the rate per annum applicable to ABR Loans under the relevant Facility. If the Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly
remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable
borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing.
Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed
to make such payment to the Administrative Agent.


 


(f) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that
the Borrower will not make such payment, the Administrative Agent may assume that the Borrower is making such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case
may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing
Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender or Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing herein shall
be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party.






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(g) 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 Section 2, and such funds are not made available to the Borrower
by the Administrative Agent because the conditions to the applicable extension of credit set forth in Section 5.1 or Section
5.2 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.


 


(h) The obligations of the Lenders hereunder to (i) make Term Loans, (ii) make Revolving Loans,
(iii) to fund its participations in L/C Disbursements in accordance with its respective L/C Percentage, (iv) to fund its respective
Swingline Participation Amount of any Swingline Loan, and (v) to make payments pursuant to Section 9.7, as applicable, are
several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment
under Section 9.7 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, to purchase its participation
or to make its payment under Section 9.7.


 


(i) 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.


 


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


 


(k) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it, its participation in
the L/C Exposure or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro
rata treatment), in excess of its Term Percentage, Revolving Percentage or L/C Percentage, as applicable, of such payment on account
of the Loans or participations obtained by all of the Lenders, such Lender shall forthwith advise the Administrative Agent of the
receipt of such payment, and within five (5) Business Days of such receipt purchase (for cash at face value) from the other Term
Lenders, Revolving Lenders or L/C Lenders, as applicable (through the Administrative Agent), without recourse, such participations
in the Term Loans or Revolving Loans made by them and/or participations in the L/C Exposure held by them, as applicable, or make
such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of the other Lenders in accordance with their respective Term Percentages, Revolving Percentages or L/C Percentages,
as applicable; provided, however, that if all or any portion of such excess payment is thereafter recovered
by or on behalf of the Borrower from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to
the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.18(k) may exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
No documentation other than notices and the like referred to in this Section 2.18(k) shall be required to implement
the terms of this Section 2.18(k). The Administrative Agent shall keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased pursuant to this Section 2.18(k) and shall in each case
notify the Term Lenders, the Revolving Lenders or the L/C Lenders, as applicable, following any such purchase. The provisions of
this Section 2.18(k) shall not be construed to apply to (i) any payment made by or
on 



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behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including
the application of funds arising from the existence of a Defaulting Lender), (ii) the application of Cash Collateral provided
for in Section 3.10, or (iii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Loans or sub-participations in any L/C Exposure to any assignee or participant, other than an assignment to the Borrower
or any Subsidiary thereof (as to which the provisions of this Section shall apply). The Borrower consents on behalf of itself
and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.


 



(l)  Notwithstanding anything to the contrary in this Agreement, the Administrative Agent may,
in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in
Section 5.2 would not be satisfied, make a Revolving Loan in an amount equal to the portion of the Obligations constituting
overdue interest and fees and Swingline Loans from time to time due and payable to itself, any Revolving Lender, the Swingline
Lender or the Issuing Lender, and apply the proceeds of any such Revolving Loan to those Obligations; provided that after
giving effect to any such Revolving Loan, the aggregate outstanding Revolving Loans will not exceed the Total Revolving Commitments
then in effect. 


 


2.19 Illegality; Requirements of Law.


 


(a) Illegality. If any Lender determines that any Requirement of Law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund Eurodollar Loans,
or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice
thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar
Loans or to convert ABR Loans to Eurodollar 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 Eurodollar Loans
of such Lender to ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain
such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.


 


(b) Requirements of Law. If the adoption of or any change in any Requirement of Law or
in the interpretation or application thereof or the compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:


 


(i) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described
in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, loan principal, letters
of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


(ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the account of or credit extended or participated in by,
any Lender (except any reserve requirement reflected in the Eurodollar Rate); or






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(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other
than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the foregoing
is to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining Loans determined
with reference to the Eurodollar Rate or of maintaining its obligation to make such Loans, or to increase the cost to such Lender
or such other Recipient of issuing or participating in Letters of Credit, or to reduce any amount receivable or received by such
Lender or other Recipient hereunder in respect thereof (whether in respect of principal, interest or any other amount), then, in
any such case, upon the request of such Lender or other Recipient, the Borrower shall promptly pay such Lender or other Recipient,
as the case may be, any additional amounts necessary to compensate such Lender or other Recipient, as the case may be, for such
increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph,
it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so
entitled.


 



(c)  If any Lender determines that any change in any Requirement of Law affecting such Lender
or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements,
has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s
holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations
in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level
below that which such Lender or such Lender’s holding company could have achieved but for such change in such Requirement
of Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect
to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or Issuing Lender’s
holding company for any such reduction suffered.


 


(d) For purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, guidelines, or directives in connection therewith are deemed to have gone into effect and been adopted
after the date of this Agreement, 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 regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in any Requirement of Law, regardless
of the date enacted, adopted or issued.


 


(e) A certificate as to any additional amounts payable pursuant to paragraphs (b), (c), or (d) of
this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence
of manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s right to demand such compensation. Notwithstanding anything to the contrary in this Section 2.19,
the Borrower shall not be required to compensate a Lender pursuant to this Section 2.19 for any amounts incurred more
than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation
therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period
shall be extended to include the period of such retroactive effect. The obligations of the Borrower arising pursuant to this Section 2.19
shall survive the Discharge of Obligations and the resignation of the Administrative Agent.






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2.20 Taxes. 


 


For purposes of this
Section 2.20, the term ‘Lender” includes the Issuing Lender and the term “applicable law” includes
FATCA.


 


(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of
any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable
law and the Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section 2.20.
If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or
withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to
make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority
in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall
be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this Section 2.20) the applicable Recipient receives an amount equal to the
sum it would have received had no such deduction or withholding been made.


 


(b) Payment of Other Taxes. The Borrower shall, and shall cause each other Loan Party to,
timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent
timely reimburse it for the payment of, any Other Taxes applicable to such Loan Party.


 


(c) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan
Party to a Governmental Authority pursuant to this Section 2.20, the Borrower shall, or shall cause such other Loan Party
to, deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative
Agent.


 


(d) Indemnification by Loan Parties. The Borrower shall, and shall cause each other Loan
Party to, jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) payable
or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising
therefrom or with respect thereto (including any recording and filing fees with respect thereto or resulting therefrom and any
liabilities with respect to, or resulting from, any delay in paying such Indemnified Taxes), whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest error; provided, that the Loan Parties shall
not be required to indemnify a Recipient pursuant to this Section 2.20 to the extent that such Recipient fails to notify
the Loan Parties of its intent to make a claim for indemnification under this section 2.20 within 270 days after a claim is asserted
by the relevant Governmental Authority. If any Loan Party fails to pay any Taxes when due to the appropriate taxing authority or
fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Loan Party shall
indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by
the Administrative Agent or any Lender as a result of any such failure.


 


(e) Indemnification by Lenders. Each Lender shall severally indemnify the Administrative
Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to 



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such Lender (but only to the extent
that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section
10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each
case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this paragraph (e). Any amounts set off by the Administrative
Agent pursuant to the preceding sentence shall, to the extent such amounts relate to any Loan Document be treated as having been
paid in accordance with, and for purposes of, such Loan Document.


 


(f) Status of Lenders.


 


(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the
Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission
of such documentation (other than such documentation set forth in Sections 2.20(f)(ii)(A), (ii)(B) and (ii)(D)
below) shall not be required if the Lender is not legally entitled to complete, execute or deliver such documentation or, in the
Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 



(ii)  Without limiting the generality of the foregoing, in the event that the Borrower is a U.S.
Person,


 


(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent
on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt
from U.S. Federal backup withholding Tax; 


 


(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower
and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower or the Administrative Agent), whichever of the following is applicable:


 


(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the
United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN
establishing an exemption from, or 



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reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of
such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an
exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty;


 


(2) executed originals of IRS Form W-8ECI;


 


(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest
under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect
that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed
originals of IRS Form W-8BEN; or


 


(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form
W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit
F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
F-4 on behalf of each such direct or indirect partner;


 


(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower
and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as
may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made; and


 


(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative
Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower
and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(iii) Each Lender agrees that if any form or certification it previously delivered expires or becomes
obsolete or inaccurate in any respect, it shall promptly update such form or certification or promptly notify the Borrower and
the Administrative Agent in writing of its legal inability to do so. Each Foreign Lender shall promptly notify the Borrower at
any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any
other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other 



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provision of this
paragraph, a Foreign Lender shall not be required to deliver any form pursuant to this paragraph that such Foreign Lender is not
legally able to deliver.


 


(iv) To the extent legally permissible, the Administrative Agent, in the event that the Administrative
Agent is a U.S. Person, shall deliver an IRS Form W-9 to the Borrower and if the Administrative Agent is not a U.S. Person, the
applicable IRS Form W-8 certifying its exemption from U.S. withholding Taxes with respect to amounts payable hereunder, on or prior
to the date the Administrative Agent becomes a party to this Agreement.


 


(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised
in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20
(including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party
an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.20 with respect to
the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party,
upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph
(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such
indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in
this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this
paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or
otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph
shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to
its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(h) Survival. Each party’s obligations under this Section 2.20 shall survive
the resignation or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the
Discharge of Obligations.


 


2.21 Indemnity.
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender
may sustain or incur as a consequence of (a) a default by the Borrower in making a borrowing of, conversion into or continuation
of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement,
(b) a default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice
thereof in accordance with the provisions of this Agreement, or (c) for any reason, the making of a prepayment of Eurodollar Loans
on a day that is not the last day of an Interest Period with respect thereto. Such losses and expenses shall be equal to the excess,
if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, reduced, converted
or continued, for the period from the date of such prepayment or of such failure to borrow, reduce, convert or continue to the
last day of such Interest Period (or, in the case of a failure to borrow, reduce, convert or continue, the Interest Period that
would have commenced on the date of such failure) in each case at the applicable rate of interest or other return for such Loans
provided for herein (excluding, however, the Applicable Margin included therein, if any), over (ii) the amount of interest (as
reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit
for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant
to this Section submitted to the Borrower by any Lender 



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shall be conclusive in the absence of manifest error. This covenant
shall survive the Discharge of Obligations.


 


2.22 Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.19(b),
Section 2.19(c), Section 2.20(a) or Section 2.20(d) with respect to such Lender, it will, if requested
by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending
office for funding or booking its Loans affected by such event or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, in each case, with the object of avoiding the consequences of such event; provided
that such designation is 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 shall
affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.19(b),
Section 2.19(c), Section 2.20(a) or Section 2.20(d). The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment made at the request of the Borrower.


 


2.23 Substitution
of Lenders. Upon the receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower
is required to pay any such amount), with respect to any Lender (any such Lender described in clauses (a) through (c) below
being referred to as an “Affected Lender” hereunder):


 


(a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20
or of increased costs pursuant to Section 2.19 (and, in any such case, such Lender has declined or is unable to designate
a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender);


 


(b) a notice from the Administrative Agent under Section 10.1(b) that one or more
Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative
Agent; or


 


(c) notice from the Administrative Agent that a Lender is a Defaulting Lender;


 


then the Borrower may, at its sole expense
and effort, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders
acquire and assume all or part of such Affected Lender’s Loans and Commitments; or (ii) designate a replacement lending
institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans
and Commitments (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”);
provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising
under Section 2.21 (subject to Section 2.25) that result from the acquisition of any Affected Lender’s
Loan and/or Commitments (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the
last day of the applicable Interest Period with respect to any Eurodollar Loans then outstanding; and provided further,
however, that if the Borrower elects to exercise such right with respect to any Affected Lender under clause (a) or
(b) of this Section 2.23, then the Borrower shall be obligated to replace all Affected Lenders under such clauses.
The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse,
all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Replacement Lenders
that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitments upon payment to
such Affected Lender of an amount (in the aggregate for all Replacement Lenders) equal to 100% of the outstanding principal of
the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under
the other Loan Documents from such Replacement Lenders (to the extent of such outstanding principal and accrued 



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interest and fees)
or the Borrower (in the case of all other amounts, including amounts under Section 2.21 hereof). Any such designation
of a Replacement Lender shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions
contained in Section 10.6 (with the assignment fee to be paid by the Borrower in such instance), and, if such Replacement
Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written
consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect
to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for
compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result
in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (c) in the case
of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the
applicable assignee shall have consented to the applicable amendment, waiver or consent. Notwithstanding the foregoing, an Affected
Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected
Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


2.24 Defaulting Lenders.


 


(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent
permitted by applicable law:


 


(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove
any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.1 and in
the definitions of Majority Revolving Lenders, Majority Term Lenders and Required Lenders.


 


(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts
received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant
to Section 8 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting
Lender pursuant to Section 10.7), shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender or to the
Swingline Lender hereunder; third, to be held as Cash Collateral for the funding obligations of such Defaulting Lender of
any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the
Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement, and (y) be held as Cash Collateral for the future funding
obligations of such Defaulting Lender of any participation in any future Letter of Credit; sixth, to the payment of any
amounts owing to any L/C Lender, the Issuing Lender or the Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by any L/C Lender, the Issuing Lender or the Swingline Lender against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event
of Default has occurred and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a
court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans or L/C
Advances in 



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respect of which such Defaulting Lender has not fully funded its appropriate share and (B) such Loans or L/C Advances
were made at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied
solely to pay the Loans of, and L/C Advances owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to
the payment of any Loans of, or L/C Advances owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in L/C Advances and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the
applicable Facility without giving effect to Section 2.24(a)(iv). Any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant
to this Section 2.24(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.


 


(iii) Certain Fees.


 


(A) No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.9(b)
for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that
otherwise would have been required to have been paid to such Defaulting Lender). 


 



(B)  Each Defaulting Lender shall be limited in its right to receive Letter of Credit Fees as
provided in Section 3.3(d).


 


(C) With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender
pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any
such Letter of Credit Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation
in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below,
(y) pay to the Issuing Lender and to the Swingline Lender, as applicable, the amount of any such fee or Letter of Credit Fee,
as applicable, otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Lender’s or the Swingline
Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such
fee or Letter of Credit Fee, as applicable.


 


(iv) Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which
there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire,
refinance or fund participations in Letters of Credit pursuant to Section 3.4 or in Swingline Loans pursuant to Section 2.7(c),
the L/C Percentage of each non-Defaulting Lender of any such Letter of Credit and the Revolving Percentage of each non-Defaulting
Lender of any such Swingline Loan, as the case may be, shall be computed without giving effect to the Revolving Commitment of such
Defaulting Lender; provided that, (A) each such reallocation shall be given effect only if, at the date the applicable
Lender becomes a Defaulting Lender, no Event of Default has occurred and is continuing; (B) the aggregate obligations of each
non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the
positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate
outstanding amount of the Revolving Loans of that Lender plus the aggregate amount of that Lender’s L/C Percentage of then
outstanding Letters of Credit, plus the aggregate amount of that Lender’s Revolving Percentage of any Swingline Loans and
(C) the conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall
have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that
such conditions are satisfied at such time). No reallocation hereunder shall constitute a waiver or release of any claim of any
party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of
a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.






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(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause
(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available
to it hereunder or under law and subject to Section 2.25, (x) first, prepay Swingline Loans in an amount equal to the
Swingline Lender’s Fronting Exposure, and (y) second, Cash Collateralize the Issuing Lender’s Fronting Exposure
in accordance with the procedures set forth in Section 3.10.


 


(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender
and the Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice
and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender
will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions
as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters
of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving
Percentages, L/C Percentages and Term Percentages, as applicable (without giving effect to Section 2.24(a)(iv)), whereupon
such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to
fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender
will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.



 


(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender,
(i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to
such Swingline Loan and (ii) the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit
unless it is satisfied that it will have no Fronting Exposure in respect of Letters of Credit after giving effect thereto.


 


(d) Termination of Defaulting Lender. The Borrower may terminate the unused amount of the
Revolving Commitment of any Revolving Lender that is a Defaulting Lender upon not less than ten (10) Business Days’ prior
notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section
2.24(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this
Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default
shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the
Borrower, the Administrative Agent, the Issuing Lender, the Swingline Bank or any other Lender may have against such Defaulting
Lender.


 


2.25 Joint and Several Liability of the Borrowers.


 


(a) Each Borrower is accepting joint and several liability hereunder and under the other Loan
Documents in consideration of the financial accommodations to be provided by the Lenders under this Agreement, for the mutual benefit,
directly and indirectly, of each Borrower and in consideration of the undertakings of the other the Borrowers to accept joint and
several liability for the Obligations.


 


(b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not
merely as a surety but also as a co-debtor, joint and several liability with the other the Borrowers, with respect to the payment
and performance of all of the Obligations (including any Obligations arising under this Section 2.25), it being the intention
of the parties hereto that all the 



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Obligations shall be the joint and several obligations of each Borrower without preferences
or distinction among them.


 


(c) If and to the extent that any Borrower shall fail to make any payment with respect to any
of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such
event the other Borrowers will make such payment with respect to, or perform, such Obligations. 


 


(d) The Obligations of each Borrower under the provisions of this Section 2.25 constitute
the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent
of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances
whatsoever.


 


(e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice
of acceptance of its joint and several liability, notice of any Loans made or Letters of Credit issued under or pursuant to this
Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice
of any action at any time taken or omitted by the Administrative Agent or Lenders under or in respect of any of the Obligations,
any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices
and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower
hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the
acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other
action or acquiescence by the Administrative Agent or Lenders at any time or times in respect of any default by any Borrower in
the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences
whatsoever by the Administrative Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution
or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution
or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any
other action or delay in acting or failure to act on the part of the Administrative Agent or Lender with respect to the failure
by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently
to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but
for the provisions of this Section 2.25 afford grounds for terminating, discharging or relieving any Borrower, in whole
or in part, from any of its Obligations under this Section 2.25, it being the intention of each Borrower that, so long as any of the Obligations hereunder
remain unsatisfied, the Obligations of each Borrower under this Section 2.25 shall not be discharged except by performance
and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.25 shall not be diminished
or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with
respect to any Borrower, the Administrative Agent or any Lender.


 


(f) Each Borrower represents and warrants to the Administrative Agent and Lenders that such Borrower
is currently informed of the financial condition of the Borrowers and of all other circumstances which a diligent inquiry would
reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to the Administrative
Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby
covenants that such Borrower will continue to keep informed of the Borrowers’ financial condition, the financial condition
of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.






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(g) Each Borrower waives all rights and defenses arising out of an election of remedies by the
Administrative Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security
for a guaranteed obligation, has destroyed the Administrative Agent’s or such Lender’s rights of subrogation and reimbursement
against such Borrower by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise:


 


(h) Each Borrower waives all rights and defenses that such Borrower may have because the Obligations
are secured by real property at any time. This means, among other things:


 


(i) The Administrative Agent and Lenders may collect from such Borrower without first foreclosing
on any real or personal property Collateral pledged by the Borrowers.


 


(ii) If the Administrative Agent or any Lender forecloses on any Collateral consisting of real
property pledged by the Borrowers:


 


(A) The amount of the Obligations may be reduced only by the price for which that collateral is
sold at the foreclosure sale, even if the collateral is worth more than the sale price.


 


(B) The Administrative Agent and Lenders may collect from such Borrower even if the Administrative
Agent or Lenders, by foreclosing on real property, has destroyed any right such Borrower may have to collect from the other Borrowers.


 


This
is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured
by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b,
580d or 726 of the California Code of Civil Procedure.


 


(i) The provisions of this Section 2.25 are made for the benefit of the Administrative
Agent, Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or
all the Borrowers as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, any
Lender, any successor or any assign first to marshal any of its or their claims or to exercise any of its or their rights against
any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means
of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.25
shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time,
any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned
by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the
provisions of this Section 2.25 will forthwith be reinstated in effect, as though such payment had not been made.


 


(j) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or
subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents,
any payments made by it to the Administrative Agent or Lenders with respect to any of the Obligations or any collateral security
therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against
any other Borrower with respect to any payments to the Administrative Agent or Lender hereunder or under any other Loan Documents
are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations
arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any 



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Borrower,
its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment
or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.
Notwithstanding anything to the contrary contained in this Section 2.25, no Borrower shall exercise any rights of subrogation,
contribution, indemnity, reimbursement or other similar rights against, and shall not proceed or seek recourse against or with
respect to any property or asset of, any other Borrower (the “Foreclosed Borrower”), including after
payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an exercise
of remedies in respect of the Capital Stock of such Foreclosed Borrower whether pursuant to the Security Documents or otherwise.


 


(k) Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default
or Event of Default, the payment of any amounts due with respect to the indebtedness owing by any Borrower to any other Borrower
is hereby subordinated to the prior payment in full in cash of the Obligations. Each Borrower hereby agrees that after the occurrence
and during the continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect
any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding
the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts
shall be collected, enforced and received by such Borrower as trustee for the Administrative Agent, and such Borrower shall deliver
any such amounts to the Administrative Agent for application to the Obligations in accordance with the terms of this Agreement.


 


(l) Subject to the foregoing, to the extent that any Borrower shall, under this Agreement as a
joint and several obligor, repay any of the Obligations made to another Borrower hereunder or other Obligations incurred directly
and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation
Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each other Borrower in an amount, for
each of such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s
Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination,
the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation
Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent”
within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”)
or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably
small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA,
or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy
Code or Section 4 of the UFTA, or Section 5 of the UFCA.


 


2.26 Notes.
If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent), the Borrower shall
execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee
of such Lender pursuant to Section 10.6) (promptly after the Borrower’s receipt of such notice) a Note or Notes
to evidence such Lender’s Loans.


 


2.27 EDH
as Administrative Borrower. Each Borrower hereby irrevocably appoints EDH as the borrowing agent and attorney-in-fact for
all Persons composing the Borrower (the “Administrative Borrower”) which appointment shall remain in full force
and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such
appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably
appoints and authorizes the Administrative Borrower (a) to provide the Administrative Agent 



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with all notices and to receive all
notices on behalf of each other Borrower with respect to Loans and Letters of Credit obtained for the benefit of any Borrower
and all other notices and instructions under this Agreement and the other Loan Documents, and (b) to take such action as the Administrative
Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably
incidental thereto to carry out the purposes of this Agreement and the other Loan Documents.


 


SECTION
3

LETTERS OF CREDIT


 


3.1 L/C Commitment.


 


(a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters
of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter
of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided
that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the L/C
Exposure would exceed either the Total L/C Commitments or the Available Revolving Commitment at such time. Each Letter of Credit
shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its
date of issuance and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term
may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to
in clause (y) above). For the avoidance of doubt, no commercial letters of credit shall be issued by the Issuing Lender to
any Person under this Agreement. 


 


(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if:


 


(i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed
any limits imposed by, any applicable Requirement of Law;


 


(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms
purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule
or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain
from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or
shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for
which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender
any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith
deems material to it;


 


(iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or
the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such
Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied
(which notice shall contain a description of any such condition asserted not to be satisfied);


 


(iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender,
or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable
policies of the Issuing Lender;






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(v) such Letter of Credit contains any provisions providing for automatic reinstatement of the
stated amount after any drawing thereunder;


 


(vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter
of Credit is in an initial face amount less than $100,000; or


 


(vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into
arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender
(in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after
giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit
then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential
Fronting Exposure, as it may elect in its sole discretion.


 


3.2 Procedure
for Issuance of Letters of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit
for the account of the Borrower by delivering to the Issuing Lender at its address for notices specified herein an Application
therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information
as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates,
documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures
and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue
any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates,
documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary
thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative
Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount
thereof).


 


3.3 Fees and Other Charges.


 


(a) The Borrower agrees to pay, with respect to each Existing Letter of Credit and each outstanding
Letter of Credit issued for the account of (or at the request of) the Borrower, (i) a fronting fee of 0.125% per annum on the daily
amount available to be drawn under each such Letter of Credit to the Issuing Lender for its own account (a “Letter
of Credit Fronting Fee”), (ii) a letter of credit fee equal to the Applicable Margin for Revolving Loans that are
Eurodollar Loans multiplied by the daily amount available to be drawn under each such Letter of Credit on the drawable amount
of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with
their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) the Issuing Lender’s standard
and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account
of (or at the request of) the Borrower or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing
Lender Fees”). The Issuing Lender Fees shall be paid when required by the Issuing Lender, and the Letter of Credit
Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September
and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date”)
after the issuance date of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed
on the basis of the actual number of days elapsed in a year of 360 days.


 


(b) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender
for such normal and customary costs and expenses as are incurred or charged by the Issuing 



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Lender in issuing, negotiating, effecting
payment under, amending or otherwise administering any Letter of Credit.


 


(c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other
documents and information pertaining to any requested Letter of Credit issuance, amendment or renewal, including any L/C-Related
Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict
with any L/C-Related Document (other than any Letter of Credit).


 


(d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect
to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender
pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the other L/C Lenders
in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv),
with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account.


 



(e)  All fees payable pursuant to this Section 3.3 shall be fully-earned on the date
paid and shall not be refundable for any reason.


 


3.4 L/C Participations; Existing Letters of Credit.


 


(a) L/C Participations. The Issuing Lender irrevocably agrees to grant and hereby grants
to each L/C Lender, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Lender irrevocably agrees to accept
and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C
Lender’s own account and risk an undivided interest equal to such L/C Lender’s L/C Percentage in the Issuing Lender’s
obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder.
Each L/C Lender agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender
is not reimbursed in full by the Borrower pursuant to Section 3.5(a), such L/C Lender shall pay to the Issuing Lender
upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Lender’s L/C Percentage
of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Lender’s obligation to pay such amount
shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment,
defense or other right that such L/C Lender may have against the Issuing Lender, the Borrower or any other Person for any reason
whatsoever, (ii) the occurrence of a Default or an Event of Default or the failure to satisfy any of the other conditions specified
in Section 5.2, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach
of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Lender, or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


 


(b) Existing Letters of Credit. On and after the Closing Date, each Existing Letter of
Credit shall be deemed for all purposes, including for purposes of the fees to be collected pursuant to Sections 3.3(a)
and (b), reimbursement of costs and expenses to the extent provided herein and for purposes of being secured by the Collateral,
a Letter of Credit outstanding under this Agreement and entitled to the benefits of this Agreement and the other Loan Documents,
and shall be governed by the applications and agreements pertaining thereto and by this Agreement (which shall control in the event
of a conflict).






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3.5 Reimbursement.


 


(a) If the Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the
Issuing Lender shall notify the Borrower and the Administrative Agent thereof and the Borrower shall pay or cause to be paid to
the Issuing Lender an amount equal to the entire amount of such L/C Disbursement not later than (i) the immediately following Business
Day if the Issuing Lender issues such notice before 10:00 a.m. Pacific time on the date of such L/C Disbursement, or (ii) on the
second following Business Day if the Issuing Lender issues such notice at or after 10:00 a.m. Pacific time on the date of such
L/C Disbursement. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars
and in immediately available funds.


 


(b) If the Issuing Lender shall not have received from the Borrower the payment that it is required
to make pursuant to Section 3.5(a) with respect to a Letter of Credit within the time specified in such Section, the
Issuing Lender will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly
notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to the Issuing Lender
upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Lender’s L/C Percentage
of such L/C Disbursement (and the Administrative Agent may apply Cash Collateral provided for this purpose) and upon such payment
pursuant to this paragraph to reimburse the Issuing Lender for any L/C Disbursement, the Borrower shall be required to reimburse
the L/C Lenders for such payments (including interest accrued thereon from the date of such payment until the date of such reimbursement
at the rate applicable to Revolving Loans that are ABR Loans plus 2% per annum) on demand; provided that if at the time
of and after giving effect to such payment by the L/C Lenders, the conditions to borrowings and Revolving Loan Conversions set
forth in Section 5.2 are satisfied, the Borrower may, by written notice to the Administrative Agent certifying that
such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the
L/C Lenders be converted into Revolving Loans (a “Revolving Loan Conversion”), in which case, if such
conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and the Borrower
shall be deemed to have accepted, a Revolving Loan in the aggregate principal amount of such payment without further action on
the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to
this paragraph shall, on and after the payment date thereof, be deemed to be Revolving Loans for all purposes hereunder; provided
that the Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of whether the conditions to
borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied.


 


3.6 Obligations
Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any
and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had
against the Issuing Lender, any Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with
the Issuing Lender and each Lender that the Issuing Lender and each Lender shall not be responsible for, and the Borrower’s
obligations hereunder shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the
Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any
claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender
and each Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct
of the Issuing Lender or any Lender. The Borrower agrees that any action taken or omitted by the Issuing Lender or any Lender
under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of 






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gross negligence or
willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender and Lender to
the Borrower.


 


In addition to amounts
payable as elsewhere provided in the Agreement, the Borrower hereby agrees to pay and to protect, indemnify, and save Issuing Lender
and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses
(including reasonable attorneys’ fees and allocated costs of internal counsel) that the Issuing Lender or any Lender may
incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit, or (B) the failure of
Issuing Lender or of any L/C Lender to honor a demand for payment under any Letter of Credit thereof as a result of any act or
omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each
case other than to the extent solely as a result of the gross negligence or willful misconduct of Issuing Lender or such L/C Lender
(as finally determined by a court of competent jurisdiction).


 


3.7 Letter of Credit
Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify
the Borrower and the Administrative Agent of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower
in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.


 


3.8 Applications.
To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of
this Section 3, the provisions of this Section 3 shall apply.


 


3.9 Interim Interest.
If the Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, then, unless either the Borrower shall
have reimbursed such L/C Disbursement in full within the time period specified in Section 3.5(a) or the L/C Lenders shall
have reimbursed such L/C Disbursement in full on such date as provided in Section 3.5(b), in each case the unpaid amount
thereof shall bear interest for the account of the Issuing Lender, for each day from and including the date of such L/C Disbursement
to but excluding the date of payment by the Borrower, at the rate per annum that would apply to such amount if such amount were
a Revolving Loan that is an ABR Loan; provided that the provisions of Section 2.15(c) shall be applicable to any
such amounts not paid when due.


 


3.10 Cash Collateral.


 


(a) Certain Credit
Support Events. Upon the request of the Administrative Agent or the Issuing Lender (i) if the Issuing Lender has honored any
full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Advance by all the L/C Lenders
that is not reimbursed by the Borrower or converted into a Revolving Loan pursuant to Section 3.5(b), or (ii) if, as of
the Letter of Credit Maturity Date, any L/C Exposure for any reason remains outstanding, the Borrower shall, in each case, immediately
Cash Collateralize the then effective L/C Exposure in an amount equal to 105% of such L/C Exposure.


 


At any time that there
shall exist a Defaulting Lender, within one (1) Business Day following the request of the Administrative Agent or the Issuing Lender
(with a copy to the Administrative Agent), the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount
sufficient to cover 105% of the Fronting Exposure relating to the Letters of Credit (after giving effect to Section 2.24(a)(iv)
and any Cash Collateral provided by such Defaulting Lender).



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(b) Grant of Security
Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in
blocked, non-interest bearing deposit accounts with the Administrative Agent. The Borrower, and to the extent provided by any Lender
or Defaulting Lender, such Lender or Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent,
for the benefit of the Administrative Agent, the Issuing Lender and the L/C Lenders, and agrees to maintain, a first priority security
interest and Lien in all such Cash Collateral and in all proceeds thereof, as security for the Obligations to which such Cash Collateral
may be applied pursuant to Section 3.10(c). If at any time the Administrative Agent determines that Cash Collateral is subject
to any right or claim of any Person other than the Administrative Agent or any Issuing Lender as herein provided, or that the total
amount of such Cash Collateral is less than 105% of the applicable L/C Exposure, Fronting Exposure and other Obligations secured
thereby, the Borrower or the relevant Lender or Defaulting Lender, as applicable, will, promptly upon demand by the Administrative
Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency
(after giving effect to any Cash Collateral provided by such Defaulting Lender).


 


(c) Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 3.10,
Section 2.24 or otherwise in respect of Letters of Credit shall be held and applied to the satisfaction of the specific
L/C Exposure, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any
interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application
of such property as may otherwise be provided for herein.


 


(d) Termination of
Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure in respect of Letters
of Credit or other Obligations shall no longer be required to be held as Cash Collateral pursuant to this Section 3.10 following
(i) the elimination of the applicable Fronting Exposure and other Obligations giving rise thereto (including by the termination
of the Defaulting Lender status of the applicable Lender), or (ii) a determination by the Administrative Agent and the Issuing
Lender that there exists excess Cash Collateral; provided, however, (A) that Cash Collateral furnished by or on behalf
of a Loan Party shall not be released during the continuance of an Event of Default, and (B) that, subject to Section 2.24,
the Person providing such Cash Collateral and the Issuing Lender may agree that such Cash Collateral shall not be released but
instead shall be held to support future anticipated Fronting Exposure or other obligations, and provided further,
that to the extent that such Cash Collateral was provided by the Borrower or any other Loan Party, such Cash Collateral shall remain
subject to any security interest and Lien granted pursuant to the Loan Documents.


 


3.11 [Reserved].


 


3.12 Resignation
of the Issuing Lender. The Issuing Lender may resign at any time by giving at least 30 days’ prior written notice to
the Administrative Agent, the Lenders and the Borrower. Subject to the next succeeding paragraph, upon the acceptance of any appointment
as the Issuing Lender hereunder by a Lender that shall agree to serve as successor Issuing Lender, such successor shall succeed
to and become vested with all the interests, rights and obligations of the retiring Issuing Lender and the retiring Issuing Lender
shall be discharged from its obligations to issue additional Letters of Credit hereunder without affecting its rights and obligations
with respect to Letters of Credit previously issued by it. At the time such resignation shall become effective, the Borrower shall
pay all accrued and unpaid fees pursuant to Section 3.3. The acceptance of any appointment as the Issuing Lender hereunder
by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower
and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all
the rights and obligations of the previous Issuing Lender under this Agreement and the other Loan Documents (other than with respect
to the rights of the retiring Issuing Lender with respect to Letters of Credit issued by such retiring Issuing Lender) and



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(ii) references herein
and in the other Loan Documents to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous
Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the resignation of the
Issuing Lender hereunder, the retiring Issuing Lender shall remain a party hereto and shall continue to have all the rights and
obligations of an Issuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit issued by
it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any
existing Letter of Credit.


 


3.13 Applicability
of ISP. Unless otherwise expressly agreed by the Issuing Lender and the Borrower when a Letter of Credit is issued (including
pursuant to any such agreement applicable to any Existing Letter of Credit) and subject to applicable laws, the Letters of Credit
shall be governed by and subject to the rules of the ISP.


 


SECTION 4

REPRESENTATIONS AND WARRANTIES


 


To induce the Administrative
Agent and the Lenders to enter into this Agreement, to make the initial Loans on the Closing Date and to make Loans and to issue
the Letters of Credit thereafter, the Borrower hereby represents and warrants to the Administrative Agent and each Lender,
as to itself, each of its respective Subsidiaries and each other Loan Party, as applicable, that:


 


4.1 Financial Condition.


 


(a) The Pro Forma Financial
Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing
Date and the use of proceeds thereof, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma
Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof,
and present fairly in all material respects on a pro forma basis the estimated financial position of EDH and its consolidated
Subsidiaries as of December 31, 2013 assuming that the events specified in the preceding sentence had actually occurred at such
date.


 


(b) The audited consolidated
balance sheets of EDH and its Subsidiaries as of December 31, 2011, December 31, 2012, and December 31, 2013, and the related consolidated
statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified
report from Ernst & Young, present fairly in all material respects the consolidated financial condition of EDH and its Subsidiaries
as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years
then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance
with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and
disclosed therein). No Group Member has, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and
liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent
financial statements referred to in this paragraph. During the period from January 1, 2013 to and including the date hereof, there
has been no Disposition by any Group Member of any material part of its business or property.


 


4.2 No Change.
Since December 31, 2013, there has been no development or event that has had or could reasonably be expected to have a Material
Adverse Effect.



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4.3 Existence; Compliance
with Law. Each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property
it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation
or other organization and in good standing under the laws of each jurisdiction where the failure to be so qualified could reasonably
be expected to have a Material Adverse Effect and (d) is in material compliance with all Requirements of Law except in such instances
in which (i) such Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted and the
prosecution of such contest would not reasonably be expected to result in a Material Adverse Effect, or (ii) the failure to comply
therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


4.4 Power, Authorization;
Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the
Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party
has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which
it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement.
No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person
is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability
of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices
described in Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained
or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) Governmental Approvals
described in Schedule 4.4. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto.
This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation
of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).


 


4.5 No Legal Bar.
The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit,
the borrowings hereunder and the use of the proceeds thereof will not violate any material Requirement of Law (except as set forth
in Schedule 4.5 but including any Operating Document of any Group Member) or any material Contractual Obligation of any
Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties
or revenues pursuant to any material Requirement of Law or any such material Contractual Obligation (other than the Liens created
by the Security Documents). No Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries
could reasonably be expected to have a Material Adverse Effect. The absence of obtaining the Governmental Approvals described
in Schedule 4.4 and the violations of Requirements of Law referenced in Schedule 4.5 shall not have an adverse effect
on any rights of the Lenders or the Administrative Agent pursuant to the Loan Documents.


 


4.6 Litigation.
No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Borrower, threatened by or against any Group Member or against any of their respective properties or revenues (a) with
respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be
expected to have a Material Adverse Effect.



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4.7 No Default.
No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably
be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing, nor shall either
result from the making of a requested credit extension.


 


4.8 Ownership of
Property; Liens; Investments. Each Group Member has title in fee simple to, or a valid leasehold interest in, all of its real
property, and good title to, or a valid leasehold interest in, all of its other property, and none of such property is subject
to any Lien except as permitted by Section 7.3. No Loan Party owns any Investment except as
permitted by Section 7.8. Section 10 of the Collateral Information Certificate sets forth a complete and accurate
list of all real property owned by each Loan Party as of the Closing Date, if any. Section 11 of the Collateral Information
Certificate sets forth a complete and accurate list of all leases of real property under which any Loan Party is the lessee as
of the Closing Date.


 


4.9 Intellectual
Property. Each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business
as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning any Group Member’s
use of any Intellectual Property or the validity or effectiveness of any such Group Member’s Intellectual Property, nor
does the Borrower know of any valid basis for any such claim, unless such claim could not reasonably be expected to have a Material
Adverse Effect. To the knowledge of the Loan Parties, the use of Intellectual Property by each Group Member, and the conduct of
such Group Member’s business, as currently conducted, does not infringe on or otherwise violate the rights of any Person,
unless such infringement could not reasonably be expected to have a Material Adverse Effect, and there are no claims pending or,
to the knowledge of the Borrower, threatened to such effect.


 


4.10 Taxes.
Each Group Member has filed or caused to be filed all Federal, all income and all other material state and other tax returns that
are required to be filed and has paid all material taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property and all other material taxes, fees or other charges imposed on it or any of its property by
any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member);
no tax Lien has been filed (other than Liens permitted by Section 7.3(a)); and, to the knowledge of the Borrower, no material
claim is being asserted, with respect to any such tax, fee or other charge.


 


4.11 Federal Regulations.
No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used (a) for “buying”
or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation
U as now and from time to time hereafter in effect for any purpose that violates the provisions of the Regulations of the Board
or (b) for any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative
Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity
with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.


 


4.12 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 any Group Member pending or, to the knowledge of the Borrower, threatened; (b) hours worked by
and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable
Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and
welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.






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4.13 ERISA.


 


(a) Each Loan Party
and each of its respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements
of ERISA with respect to each Pension Plan, and have performed in all material respects all their material obligations under each
Pension Plan;


 


(b) no ERISA Event has
occurred or is reasonably expected to occur;


 


(c) each Loan Party
and each of its respective ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each
Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained;


 


(d) as of the most recent
valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is
at least 60%, and no Loan Party nor any of its respective ERISA Affiliates knows of any facts or circumstances that could reasonably
be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date;


 


(e) as of the most recent
valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect
to which assets exceed benefit liabilities), does not exceed $100,000;


 


(f) the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that
is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D)
of the Code;


 


(g) all liabilities
under each Pension Plan are (i) funded to at least the minimum level required by law, (ii) provided for or recognized in the financial
statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iii) estimated in the formal
notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; and


 


(h) (i) no Loan Party
is nor will any such Loan Party be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the respective
assets of the Loan Parties do not and will not constitute “plan assets” within the meaning of the United States Department
of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) no Loan Party is nor will any such Loan Party be a “governmental
plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with any Loan Party are not and will not
be subject to state statutes applicable to such Loan Party regulating investments of fiduciaries with respect to governmental plans.


 


4.14 Investment
Company Act; Other Regulations. No Loan Party is an “investment company,” or a company “controlled”
by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. Except as set forth
in Schedule 4.5, no such Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the
Board), including the Federal Power Act, that may limit its ability to incur Indebtedness or that may otherwise render all or
any portion of the Obligations unenforceable.



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4.15 Subsidiaries;
Ownership. Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing
Date, (a) Schedule 4.15 sets forth the name and jurisdiction of organization of EDH and each Subsidiary of EDH and, as
to each such Subsidiary and EDH, the percentage of each class of Capital Stock owned by any Loan Party, and (b) there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees
or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of EDH or any Subsidiary thereof,
except as may be created by the Loan Documents and except as are disclosed on Schedule 4.15.


 


4.16 Use of Proceeds.
The proceeds of the Term Loans and the Revolving Loans shall be used to refinance the Existing Indebtedness, to pay related
fees and expenses and for general corporate purposes. All or a portion of the proceeds of the Revolving Loans, Swingline Loans
and the Letters of Credit, shall be used for general corporate purposes.


 


4.17 Environmental
Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:


 


(a) Except as disclosed
on Schedule 4.17, the facilities and properties owned, leased or operated by any Group Member (the “Properties”)
do not contain, and, to the knowledge of the Borrower, have not previously contained, any Materials of Environmental Concern in
amounts or concentrations or under circumstances that constitute or have constituted a violation of, or could give rise to liability
under, any Environmental Law;


 


(b) no Group Member
has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by any
Group Member (the “Business”), nor does the Borrower have knowledge or reason to believe that any such
notice will be received or is being threatened;


 


(c) no Group Member
has transported or disposed of Materials of Environmental Concern from the Properties in violation of, or in a manner or to a location
that could give rise to liability under, any Environmental Law, nor has any Group Member generated, treated, stored or disposed
of Materials of Environmental Concern at, on or under any of the Properties in violation of, or in a manner that could give rise
to liability under, any applicable Environmental Law;


 


(d) no judicial proceeding
or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law
to which any Group Member is or will be named as a party with respect to the Properties or the Business, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements
outstanding under any Environmental Law with respect to the Properties or the Business;


 


(e) there has been no
release or threat of release of Materials of Environmental Concern at or from the Properties arising from or related to the operations
of any Group Member or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give
rise to liability under Environmental Laws;


 


(f) the Properties and
all operations of the Group Members at the Properties are in compliance, and have in the last five years been in compliance, with
all applicable Environmental Laws, and except as disclosed on Schedule 4.17, to the knowledge of the Borrower, there is
no contamination at,



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under or about the Properties
or violation of any Environmental Law with respect to the Properties or the Business; and


 


(g) no Group Member
has assumed any liability of any other Person under Environmental Laws.


 


4.18 Accuracy of
Information, Etc. No statement or information prepared by or on behalf of any Loan Party contained in this Agreement, any
other Loan Document or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative
Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other
Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement
of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading
in any material respect. The projections and pro forma financial information contained in the materials referenced above
are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized
by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such financial information may differ from the projected results set forth therein by
a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect
that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements
furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the
other Loan Documents.


 


4.19 Security Documents.


 


(a) The Guarantee and
Collateral Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties,
a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the
Pledged Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates
or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code
or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing
such Pledged Stock together with applicable endorsements are delivered to the Administrative Agent, and in the case of the other
Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other
filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a),
the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations,
in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens
permitted by Section 7.3). As of the Closing Date, no Loan Party that is a limited liability company or partnership has
any Capital Stock that is a Certificated Security.


 


(b) Any Mortgages delivered
after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Administrative
Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein
and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties
are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest
of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant
Mortgage), in each case prior and superior in right to any other Person.






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4.20 Solvency;
Fraudulent Transfer. Each Loan Party is, and after giving effect to the incurrence of all Indebtedness, Obligations and obligations
being incurred in connection herewith, will be and will continue to be, Solvent. No transfer of property is being made by any
Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement
or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.


 


4.21 Regulation
H. No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing
and Urban Development as an area having special flood hazards and in which flood insurance has not been made available under the
National Flood Insurance Act of 1968.


 


4.22 Designated
Senior Indebtedness. The Loan Documents and all of the Obligations have been deemed “Designated Senior Indebtedness”
or a similar concept thereto, if applicable, for purposes of any other Indebtedness of the Loan Parties.


 


4.23 Inactive Subsidiaries.
(a) None of the Inactive Subsidiaries (i) has any material operations or conducts any material business, (ii) owns any material
assets or (iii) has any material liabilities and (b) the Inactive Subsidiaries taken as a whole do not (i) own assets with an
aggregate fair market value in excess of $100,000 or (ii) have liabilities in an aggregate amount in excess of $100,000.


 


4.24 Insurance.
All insurance maintained by the Loan Parties is in full force and effect, all premiums (other than premiums financed in compliance
with Section 7.2) have been duly paid, no Loan Party has received notice of violation or cancellation thereof, and there
exists no default under any requirement of such insurance. Each Loan Party maintains, with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged
in the same or a similar business.


 


4.25 No Casualty.
No Loan Party has received any notice of, nor does any Loan Party have any knowledge of, the occurrence or pendency or contemplation
of any Casualty Event affecting all or any material portion of its property.


 


4.26 [Reserved].


 


4.27 Capitalization.
Schedule 4.27 sets forth the beneficial owners of all Capital Stock of EDH and its consolidated Subsidiaries, and the
amount of Capital Stock held by each such owner, as of the Closing Date.


 


4.28 Patriot Act.
Each Loan Party is in compliance with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation
or executive order relating thereto, and (b) the Patriot Act or the Bribery Act 2012. No part of the proceeds of the loans made
hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in
an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended.


 


4.29 OFAC. No
Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered
and enforced by OFAC. No Loan Party nor any of






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its Subsidiaries (a)
is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from
investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any Loan made hereunder will be
used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned
Entity.


 


SECTION 5

CONDITIONS PRECEDENT


 


5.1 Conditions to
Initial Extension of Credit. The effectiveness of this Agreement and the obligation of each Lender to make its initial extension
of credit hereunder shall be subject to the satisfaction, prior to or concurrently with the making of each such extension of credit
on the Closing Date, of the following conditions precedent:


 


(a) Loan Documents.
The Administrative Agent shall have received each of the following, each of which shall be in form and substance satisfactory to
the Administrative Agent and the Required Lenders:


 


(i) this Agreement,
executed and delivered by the Administrative Agent, the Borrower and each Lender listed on Schedule 1.1A;


 


(ii) the Collateral
Information Certificate, executed by a Responsible Officer of the Loan Parties;


 


(iii) if required by
any Term Lender, a Term Loan Note executed by the Borrower in favor of such Term Lender;


 


(iv) if required by
any Revolving Lender, a Revolving Loan Note executed by the Borrower in favor of such Revolving Lender;


 


(v) if required by
the Swingline Lender, the Swingline Loan Note executed by the Borrower in favor of such Swingline Lender;


 


(vi) the Guarantee
and Collateral Agreement, executed and delivered by the Borrower and each other Grantor named therein;


 


(vii) each Intellectual
Property Security Agreement, executed by the applicable Grantor related thereto;


 


(viii) each Deposit
Account Control Agreement, executed by the parties thereto;


 


(ix) each Securities
Account Control Agreement, executed the parties thereto;


 


(x) each other Security
Document, executed and delivered by the applicable Loan Party party thereto;


 


(xi) a completed Compliance
Certificate as of the last day of the fiscal month of the Borrower ended on December 31, 2013; and


 


(xii) the Flow of Funds
Agreement, executed by the Borrower.






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(b) Pro Forma Financial
Statements; Financial Statements; Projections. The Administrative Agent shall have received (i) the Pro Forma Financial Statements,
(ii) the audited consolidated balance sheets of EDH and its Subsidiaries as of December 31, 2011, December 31, 2012, and December
31, 2013 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates and (iii)
the unaudited consolidated balance sheet of EDH and its Subsidiaries as of January 31, 2014 and the related consolidated statement
of income and of cash flow for the fiscal month ended on such date.


 


(c) Approvals.
Except for the Governmental Approvals described in Schedule 4.4, all Governmental Approvals and consents and approvals
of, or notices to, any other Person (including the holders of any Capital Stock issued by any Loan Party) required in connection
with the execution and performance of the Loan Documents, the consummation of the other transactions contemplated hereby, shall
have been obtained and be in full force and effect. The absence of obtaining the Governmental Approvals described in Schedule
4.4 shall not have an adverse effect on any rights of the Lenders, the Administrative Agent pursuant to the Loan Documents
or an adverse effect on the Group Members with regard to their continuing operations.


 


(d) Secretary’s
or Managing Member’s Certificates; Certified Operating Documents; Good Standing Certificates. The Administrative Agent
shall have received a certificate of each Loan Party, dated the Closing Date and executed by the Secretary, Managing Member or
equivalent officer of such Loan Party, substantially in the form of Exhibit C, with appropriate insertions and attachments,
including (i) the Operating Documents of such Loan Party, (ii) the relevant board resolutions or written consents of such Loan
Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform the Loan Documents
to which such Loan Party is party and (iii) the names, titles, incumbency and signature specimens of those representatives of
such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such
Loan Party, (iv) a long form good standing certificate for each Loan Party certified as of a recent date by the appropriate Governmental
Authority of its respective jurisdiction of organization, and (v) certificates of qualification as a foreign corporation issued
by each jurisdiction in which the failure of the applicable Loan Party to be so qualified could reasonably be expected to result
in a Material Adverse Effect.


 


(e) Responsible Officer’s
Certificates.


 


(i) The Administrative
Agent shall have received a certificate signed by a Responsible Officer of each Loan Party, dated as of the Closing Date, in form
and substance reasonably satisfactory to it, either (A) attaching copies of all consents, licenses and approvals required in connection
with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents
to which it is party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such
consents, licenses or approvals are so required.


 


(ii) The Administrative
Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form
and substance reasonably satisfactory to it, certifying (A) that the conditions specified in Sections 5.2(a) and (c)
have been satisfied, and (B) that there has been no event or circumstance since December 31, 2013, that has had or that could reasonably
be expected to have, either individually or in the aggregate, a Material Adverse Effect.


 


(f) Patriot Act.
The Administrative Agent shall have received, prior to the Closing Date, all documentation and other information required by Governmental
Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot
Act.






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(g) Due Diligence
Investigation. The Administrative Agent and each Lender shall have completed a due diligence investigation of the Borrower
and its Subsidiaries in scope, and with results, satisfactory to the Administrative Agent and each Lender and shall have been given
such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries and shall
have received such financial, business and other information regarding each of the foregoing Persons and businesses as it shall
have requested. No changes or developments shall have occurred, and no new or additional information, shall have been received
or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries or the transactions contemplated
hereby after the date such due diligence investigation has been completed that (A) either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect or (B) purports to adversely affect the Facilities, and nothing shall
have come to the attention of the Administrative Agent or any Lender to lead them to believe that (x) the Information Materials
(as defined in the Engagement Letter) were or have become misleading, incorrect or incomplete in any material respect, or (y) the
transactions contemplated hereby will have a Material Adverse Effect.


 


(h) Reports. The
Administrative Agent and each Lender shall have received, in form and substance satisfactory to it, all asset appraisals, field
audits, and such other reports and certifications, as they have reasonably requested.


 


(i) Existing Credit
Facility, Etc. The Borrower shall have provided notice to SVB (in accordance with the terms of the Existing Indebtedness) of
its intent to pay all obligations of the Group Members outstanding under the Existing Indebtedness on the Closing Date, (B) the
Administrative Agent shall have received the Payoff Letter executed by SVB and the Borrower, (C) all obligations of the Group Members
in respect of the Existing Indebtedness shall, substantially contemporaneously with the funding of certain Loan proceeds on the
Closing Date directly to SVB as contemplated by Sections 2.2 and 2.5 and the Flow of Funds Agreement, have been paid
in full, (D) the Administrative Agent shall be satisfied that all actions necessary to terminate the agreements evidencing the
obligations of the Group Members in respect of the Existing Indebtedness and the Liens of SVB in the assets of the Group Members
securing obligations under the Existing Credit Facility shall have been, or substantially contemporaneously with the Closing Date,
shall be, taken, and (E) the Administrative Agent shall have received such other documents and information related to the Existing
Credit Facility and the refinancing thereof as it may request.


 


(j) Collateral Matters.


 


(i) Lien Searches.
The Administrative Agent shall have received the results of recent lien searches in each of the jurisdictions where any of the
Loan Parties is formed or organized, and such searches shall reveal no liens on any of the assets of the Loan Parties except for
Liens permitted by Section 7.3, Liens to be discharged on or prior to the Closing Date, or Liens securing obligations of
the Group Members under the Existing Indebtedness, which Liens shall be discharged substantially contemporaneously with the Closing
Date pursuant to the Payoff Letter.


 


(ii) Pledged Stock;
Stock Powers; Pledged Notes. The Administrative Agent shall have received original versions of (A) the certificates representing
the shares of Capital Stock pledged to the Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the
Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly
authorized officer of the pledgor thereof, and (B) each promissory note (if any) pledged to the Administrative Agent (for the ratable
benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, endorsed (without recourse) in blank (or accompanied
by an executed transfer form in blank) by the pledgor thereof.






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(iii) Filings, Registrations,
Recordings, Agreements, Etc. Each document (including any UCC financing statements, Intellectual Property Security Agreements,
Deposit Account Control Agreements, Securities Account Control Agreements, and landlord access agreements and/or bailee waivers)
required by the Loan Documents or under law or reasonably requested by the Administrative Agent to be filed, executed, registered
or recorded to create in favor of the Administrative Agent (for the ratable benefit of the Secured Parties), a perfected Lien on
the Collateral described therein, prior and superior in right and priority to any Lien in the Collateral held by any other Person
(other than with respect to Liens expressly permitted by Section 7.3), shall have been executed (if applicable) and delivered
to the Administrative Agent in proper form for filing, registration or recordation.


 


(k) Insurance.
The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 6.6 hereof
and Section 5.2(b) of the Guaranty and Collateral Agreement, together with evidence reasonably satisfactory to the Administrative
Agent that the insurance policies of each Loan Party have been endorsed for the purpose of naming the Administrative Agent (for
the ratable benefit of the Secured Parties) as an “additional insured” or “lender loss payee”, as applicable,
with respect to such insurance policies, in form and substance satisfactory to the Administrative Agent.


 


(l)
Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid on or prior to the
Closing Date (including pursuant to the Fee Letter), and all reasonable and documented fees and expenses for which invoices have
been presented (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) for payment
on or before the Closing Date. All such amounts will be paid with proceeds of Loans made on the Closing Date and will be reflected
in the Flow of Funds Agreement.


 


(m)
Legal Opinions. The Administrative Agent shall have received the executed legal opinions of Cooley LLP, counsel to
the Loan Parties, and Fox Rothschild LLP, New Jersey counsel to the Loan Parties, in each case, in form and substance reasonably
satisfactory to the Administrative Agent. Such legal opinions shall cover such matters incident to the transactions contemplated
by this Agreement and the other Loan Documents as the Administrative Agent may reasonably require.


 


(n)
Borrowing Notices. The Administrative Agent shall have received, (i) in respect of the Term Loan to be made on the
Closing Date, a completed Notice of Borrowing executed by the Borrower and otherwise complying with the requirements of Section
2.2, and (ii) in respect of any Revolving Loans to be made on the Closing Date, a completed Notice of Borrowing executed by
the Borrower and otherwise complying with the requirements of Section 2.5.


 


(o)
Solvency Certificate. The Administrative Agent shall have received a Solvency Certificate from the chief financial
officer or treasurer of the Borrower.


 


(p) No
Material Adverse Effect. There shall not have occurred since December 31, 2013, any event or condition that has had or could
be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(q) No Litigation.
No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge
of any Group Member, threatened, that could reasonably be expected to have a Material Adverse Effect.


 


(r)
Consistency. The final terms and conditions of each aspect of the Transaction (as defined in the Engagement Letter),
including, without limitation, all tax aspects thereof, shall be (i) as described in the Engagement Letter, and otherwise consistent
with the description thereof provided to






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Administrative Agent
in writing or (ii) otherwise reasonably satisfactory to Administrative Agent and the Lenders.


 


For purposes of determining
compliance with the conditions specified in this Section 5.1, each Lender that has executed this Agreement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent (or made available)
by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented
to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent responsible for the
transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying
such Lender’s objection thereto and either such objection shall not have been withdrawn by notice to the Administrative Agent
to that effect on or prior to the Closing Date or, if any extension of credit on the Closing Date has been requested, such Lender
shall not have made available to the Administrative Agent on or prior to the Closing Date such Lender’s Revolving Percentage
or Term Percentage, as the case may be, of such requested extension of credit.


 


5.2 Conditions to
Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it hereunder
on any date (including its initial Loans disbursed on the Closing Date but excluding any Revolving Loan Conversion, any conversion
of Loans pursuant to Section 2.13(a) and any continuation of Loans pursuant to Section 2.13(b))) is subject to the
satisfaction of the following conditions precedent:


 


(a) Representations
and Warranties. Each of the representations and warranties made by each Loan Party in or pursuant to any Loan Document (i)
that is qualified by materiality shall be true and correct, and (ii) that is not qualified by materiality, shall be true and correct
in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such
representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been
true and correct in all material respects as of such earlier date.


 


(b) Notices of Borrowing. The Administrative Agent shall have received a Notice of Borrowing in connection with any such request for extension of credit
which complies with the requirements hereof.


 


(c) No Default. No
Default or Event of Default shall have occurred and be continuing as of or on such date or after giving effect to the extensions
of credit requested to be made on such date.


 


Each borrowing by and
issuance of a Letter of Credit on behalf of the Borrower hereunder and each Revolving Loan Conversion (excluding any Revolving
Loan Conversion, any conversion of Loans pursuant to Section 2.13(a) and any continuation of Loans pursuant to Section
2.13(b))) shall constitute a representation and warranty by the Borrower as of the date of such extension of credit or Revolving
Loan Conversion, as applicable, that the conditions contained in this Section 5.2 have been satisfied.


 


5.3 Post-Closing
Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this
Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case by no later than the date specified
for such condition below (or such other date as Administrative Agent shall agree in its sole discretion):


 


(a) The Borrower shall
deliver to the Administrative Agent endorsements with respect to the Group Members’ liability, casualty and property insurance
policies naming the Administrative Agent as an additional insured or lender loss payee, as the case may be, in each case, in






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form and substance reasonably
satisfactory to the Administrative Agent within thirty (30) days of the Closing Date.


 


(b) The Borrower shall
use commercially reasonable efforts to obtain the landlord agreement and bailee letters, in each case in form and substance reasonably
satisfactory to the Administrative Agent, with respect to Borrower’s headquarters location, the data center located at 410
Commerce Boulevard, Carlstadt, NJ 07020, the office location at 37 Main Street, North Adams, MA 01247, and the leased location
at 1250 Connecticut Avenue N.W., Washington, DC 20036 within forty-five (45) days of the Closing Date.


 


(c) The Borrower shall
use its best efforts to cause Wondir General, Inc. to transfer its patents in respect of the Interactive Streaming Ticker to a
Loan Party, and cause such transfer to be reflected in the United States Patent and Trademark Office within forty-five (45) days
of the Closing Date.


 


SECTION 6

AFFIRMATIVE COVENANTS


 


The Borrower hereby
agrees that, at all times prior to the Discharge of Obligations, the Borrower shall, and, where
applicable, shall cause each of its Subsidiaries to:


 


6.1 Financial Statements.
Furnish to the Administrative Agent, with sufficient copies for distribution to each Lender:


 


(a) as soon as available,
but in any event within (i) 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance
sheet of EDH and its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements
of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year,
together with an unqualified opinion of certified public accountants of nationally recognized standing and reasonably acceptable
to the Administrative Agent;


 


(b) [Reserved].


 


(c) (i) prior to an
IPO, as soon as available, but in any event not later than 30 days after the end of each month occurring during each fiscal year
of the Borrower, the unaudited consolidated balance sheet of EDH and its consolidated Subsidiaries as at the end of such month
and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year
through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a
Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end audit adjustments);
and (ii) after an IPO, as soon as available, but in any event not later than 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower (provided that the following quarterly financial statements shall be required to be
delivered as soon as available, but in any event not later than 45 days after the end of each fiscal quarter of the fiscal year
in which such IPO is consummated), the unaudited consolidated balance sheet of EDH and its consolidated Subsidiaries as at the
end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion
of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous
year, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects (subject to normal year-end
audit adjustments).


 


All such financial statements
shall be complete and correct in all material respects and shall be






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prepared in reasonable detail and in accordance
with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein)
consistently throughout the periods reflected therein and with prior periods.


 


6.2 Certificates;
Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the
Administrative Agent, for distribution to each Lender:


 


(a) concurrently with
the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained
of any Default or Event of Default occurring as a result of a breach of Section 7.1 of this Agreement, except as specified
in such certificate;


 


(b) concurrently with
the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that,
to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of
its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which
it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any
Default or Event of Default except as specified in such certificate and (ii) in the case of all monthly, quarterly or annual financial
statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each
Group Member with the provisions of this Agreement referred to therein as of the last day of the month, quarter or fiscal year
of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a description
of any change in the jurisdiction of organization of any Loan Party and together with the Compliance Certificate accompanying delivery
of the annual and quarterly financial statements, a list of any Intellectual Property issued to or acquired by any Loan Party since
the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered,
since the Closing Date);


 


(c) (i) as soon as available,
and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget approved
by the board of directors of EDH for the following fiscal year (including a projected consolidated balance sheet of EDH and its
Subsidiaries as of the end of each fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow,
projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto),
and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively,
the “Projections”) and (ii) concurrently with the delivery of the financial statements referred to in
Section 6.1(c), copies of all financial and other information delivered to the Board of Directors of the Borrower for such
month, excluding any material determined by the Borrower in good faith to be highly sensitive or confidential (including, without
limitation, as to compensation);


 


(d) promptly, and in
any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice
or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation
or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or
any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with
the SEC);


 


(e) within five days
after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower
sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five days after
the same are filed, copies






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of all annual, regular,
periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of
the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent
pursuant hereto;


 


(f) upon request by
the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents
and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements
of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise
on the operations of the Group Members;


 


(g) concurrently with
the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect
to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral
Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and


 


(h) promptly, such additional
financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.


 


Documents required to
be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e) (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet
at [www.everydayhealth.com]; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to
the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until written request to cease
delivering paper copies is given by the Administrative Agent or such Lender; and (B) the Borrower shall notify (which may be by
facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the
Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have
no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall
have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall
be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


6.3 [Reserved].


 


6.4 Payment of
Obligations; Taxes.


 


(a) Pay, discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations (including
all material Taxes and material Other Taxes imposed by law on an applicable Loan Party) of whatever nature, except where the amount
or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP
with respect thereto have been provided on the books of the relevant Group Member.


 


(b) File or cause to
be filed all Federal, all income and all other material state and other material tax returns that are required to be filed.






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6.5 Maintenance
of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take
all reasonable action to maintain or obtain all Governmental Approvals and all other rights, privileges and franchises necessary
or desirable in the normal conduct of its business or necessary for the performance by such Person of its Obligations under any
Loan Document, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above,
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Contractual
Obligations (including with respect to leasehold interests of the Borrower) and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) comply
with all Governmental Approvals, and any term, condition, rule, filing or fee obligation, or other requirement related thereto,
except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. Without limiting
the generality of the foregoing, the Borrower shall, and shall cause each of its ERISA Affiliates to: (1) maintain each Pension
Plan in compliance in all material respects with the applicable provisions of ERISA, the Code or other Federal or state law; (2)
cause each Pension Plan to maintain its qualified status under Section 401(a) of the Code; (3) make all required contributions
to any Pension Plan; (4) not become a party to any Multiemployer Plan; (5) ensure that all liabilities under each Pension Plan
are either (x) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing
such Pension Plan; (y) insured with a reputable insurance company; or (z) provided for or recognized in the financial statements
most recently delivered to the Administrative Agent and the Lenders pursuant hereto; and (6) ensure that the contributions or
premium payments to or in respect of each Pension Plan are and continue to be promptly paid at no less than the rates required
under the rules of such Pension Plan and in accordance with the most recent actuarial advice received in relation to such Pension
Plan and applicable law.


 


6.6 Maintenance
of Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and condition, ordinary
wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its property
in at least such amounts and against at least such risks (but including in any event public liability, product liability and business
interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business,
such insurance policies to be in form and amounts and having such coverage as may be reasonably satisfactory to the Administrative
Agent.


 


6.7 Inspection of
Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business
and activities and (b) except subject to the following sentence, permit representatives and independent contractors of the Administrative
Agent and any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records
at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial
and other condition of the Group Members with officers, directors and employees of the Group Members and with their independent
certified public accountants. Unless an Event of Default has occurred and is continuing (in which case such visits and inspections
shall occur at the Borrower’s expense as often as the Administrative Agent shall reasonably determine is necessary), such
visits and inspections at the Borrower’s expense shall not be undertaken more frequently than once per year and such other
visits which are not at the Borrower’s expense shall not be undertaken more frequently than twice per year without the Borrower’s
consent (not to be unreasonably withheld, delayed or conditioned).


 


6.8 Notices.
Give prompt written notice to the Administrative Agent of:


 


(a) the occurrence of
any Default or Event of Default promptly after the Borrower has knowledge or becomes aware of the occurrence thereof;






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(b) any (i) default
or event of default under any Contractual Obligation of any Group Member that, if not cured or if adversely determined, as the
case may be, could reasonably be expected to have a Material Adverse Effect; and (ii) litigation, investigation or proceeding that
may exist at any time between any Group Member and any Governmental Authority that, if not cured or if adversely determined, as
the case may be, could reasonably be expected to have a Material Adverse Effect;


 


(c) any litigation or
proceeding affecting any Group Member (i) in which the amount involved is $250,000 or more and not covered by insurance, (ii) in
which injunctive or similar relief is sought against any Group Member, or (iii) which relates to any Loan Document;


 


(d) (i) promptly after
the Borrower has knowledge or becomes aware of the occurrence of any of the following events affecting any Loan Party or any of
its respective ERISA Affiliates (but in no event more than ten days after such event), the occurrence of any of the following events,
and shall provide the Administrative Agent with a copy of any notice with respect to such event that may be required to be filed
with a Governmental Authority and any notice delivered by a Governmental Authority to the Borrower or any of its ERISA Affiliates
with respect to such event, if such event could reasonably be expected to result in liability in excess of $100,000 of any Loan
Party or any of their respective ERISA Affiliates: (A) an ERISA Event, (B) the adoption of any new Pension Plan by the Borrower
or any ERISA Affiliate, (C) the adoption of any amendment to a Pension Plan, if such amendment will result in a material increase
in benefits or unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), or (D) the commencement of contributions
by the Borrower or any ERISA Affiliate to any Pension Plan that is subject to Title IV of ERISA or Section 412 of the Code; and


 


(ii) upon the reasonable
request of the Administrative Agent after the giving, sending or filing thereof, or the receipt thereof, copies of each Schedule
B (Actuarial Information) to the annual report (Form 5500 Series) filed by Loan Party or any of its respective ERISA Affiliates
with the IRS with respect to each Pension Plan; and


 


(iii) promptly after
the receipt thereof by any Loan Party or any of its respective ERISA Affiliates, all notices from a Multiemployer Plan sponsor
concerning an ERISA Event that could reasonably be expected to result in a liability in excess of $250,000 of any Loan Party or
any of its respective ERISA Affiliates;


 


(e) (i) any Asset Sale
undertaken by any Group Member, (ii) any issuance by any Group Member of any Capital Stock (other than stock options or Capital
Stock granted to employees or directors and directors’ qualifying shares, in each case, in the ordinary course of business),
(iii) any incurrence by any Group Member of any Indebtedness (other than Indebtedness constituting Loans) in a principal amount
equaling or exceeding $500,000, and (iv) with respect to any such Asset Sale, issuance of Capital Stock or incurrence of Indebtedness,
the amount of any Net Cash Proceeds received by such Group Member in connection therewith;


 


(f) any material change
in accounting policies or financial reporting practices by any Loan Party; and


 


(g) any development
or event that has had or could reasonably be expected to have a Material Adverse Effect.


 


Each notice pursuant
to this Section 6.8 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of
the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto.






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6.9 Environmental
Laws.


 


(a) Comply in all material
respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental
Laws, and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply
in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.


 


(b) Conduct and complete
all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws
and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental
Laws.


 


6.10 Operating Accounts.
Continue to maintain the Borrower’s and its Subsidiaries’ primary depository and operating accounts and securities
accounts with SVB or with SVB’s Affiliates.


 


6.11 Audits.
At reasonable times, on one (1) Business Day’s prior notice (provided that no notice shall be required if an Event
of Default has occurred and is continuing), the Administrative Agent, or its agents, shall have the right to inspect the Collateral
and the right to audit and copy any and all of any Loan Party’s books and records including ledgers, federal and state tax
returns, records regarding assets or liabilities, the Collateral, business operations or financial condition, and all computer
programs or storage or any equipment containing such information. The foregoing inspections and audits shall be at the Borrower’s
expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent the Administrative
Agent’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. Unless an Event of Default has
occurred and is continuing (in which case such visits and inspections shall occur at the Borrower’s expense as often as
the Administrative Agent shall reasonably determine is necessary), such visits and inspections at the Borrower’s expense
shall not be undertaken more frequently than once per year and such visits and inspections which are not at Borrower’s expense
shall not be undertaken more frequently than twice per year without the Borrower’s consent (not to be unreasonably withheld,
delayed or conditioned).


 


6.12 Additional
Collateral, Etc.


 


(a) With respect to
any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing
Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject
to a Lien expressly permitted by Section 7.3(g)) as to which the Administrative Agent, for the ratable benefit of the Secured
Parties, does not have a perfected Lien, promptly (and in any event within three (3) Business Days or
such longer period of time agreed to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent may reasonably deem necessary
or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative
Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary
or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured
Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property,
including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be requested by the Administrative Agent.


 


(b) With respect to any
fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the
Closing Date by any Loan Party (other






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than any such real property
subject to a Lien expressly permitted by Section 7.3(g)), promptly, to the extent requested by the Administrative Agent,
(i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured
Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended
coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such
other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with
a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative
Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative
Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative
Agent. In connection with the foregoing, no later than three (3) Business Days prior to the date on which a Mortgage is executed
and delivered pursuant to this Section 6.12, in order to comply with the Flood Laws, the Administrative Agent shall have
received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life
of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s)
to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party
(“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance
coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does
not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g.,
countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice
is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the
following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of
premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance
satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”).


 


(c) With respect to
any new direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by
any Loan Party (including pursuant to a Permitted Acquisition), promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative
Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock
of such new Subsidiary that is owned directly or indirectly by such Loan Party, (ii) deliver to the Administrative Agent such
documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest,
including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a
party to the Guarantee and Collateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative
Agent to grant to the Administrative Agent for the ratable benefit of the Secured Parties a perfected first priority security interest
and Lien in the Collateral described in the Guarantee and Collateral Agreement, with respect to such Subsidiary, including the
filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate
of such Subsidiary, in a form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments,
and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.






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(d) With respect to
any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver
to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, as the Administrative Agent deems necessary
or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security
interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (provided
that in no event shall more than 66% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary
be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such
other action (including, as applicable, the delivery of any security documents governed by foreign law reasonably requested by
the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative
Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.


 


(e) Each Loan Party
shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor
of its headquarters location, the data center located at 410 Commerce Boulevard, Carlstadt, NJ 07020 and the office location at
37 Main Street, North Adams, MA 01247, and unless otherwise agreed by the Administrative Agent, from the lessor of or the bailee
related to any other location where in excess of $250,000 of Collateral is stored or located, which agreement or letter, in any
such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral
at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. After the Closing
Date, no real property or warehouse space where in excess of $250,000 of Collateral is stored or located shall be leased by any
Loan Party and no Inventory (in excess of $250,000) shall be shipped to a processor or converter under arrangements established
after the Closing Date, without the prior written consent of the Administrative Agent or unless otherwise agreed by the Administrative
Agent unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained
with respect to such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements
with respect to each leased location or public warehouse where any Collateral is or may be located.


 


6.13 [Reserved].


 


6.14 Insider Subordinated
Indebtedness. Cause any Insider Indebtedness owing by any Loan Party to become Insider Subordinated
Indebtedness (a) on or prior to the Closing Date, in respect of any such Insider Indebtedness in existence as of the Closing Date
or (b) contemporaneously with the incurrence thereof, in respect of any such Insider Indebtedness incurred at any time after the
Closing Date.


 


6.15 Use of Proceeds.
Use the proceeds of each credit extension only for the purposes specified in Section 4.16.


 


6.16 Designated
Senior Indebtedness. Cause the Loan Documents and all of the Obligations to be deemed “Designated Senior Indebtedness”
or a similar concept thereto, if applicable, for purposes of any other Indebtedness of the Loan Parties.


 


6.17 Further Assurances.
Execute any further instruments and take such further action as the Administrative Agent reasonably deems necessary to perfect,
protect, ensure the priority of or continue the Administrative Agent’s Lien on the Collateral or to effect the purposes
of this Agreement.






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SECTION 7

NEGATIVE COVENANTS


 


The Borrower hereby
agrees that, at all times prior to the Discharge of Obligations, the Borrower shall not, nor shall it permit any of its Subsidiaries
to, directly or indirectly:


 


7.1 Financial Condition
Covenants.


 


(a) Consolidated
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as at the last day of any period of four consecutive
fiscal quarters of EDH, measured on the last day of any quarter of EDH set forth in the table below to be less than the ratio set
forth below opposite such quarter:


 


	Quarter
                                                                                              Ending


	 	Consolidated
    Fixed Charge 

Coverage Ratio
	March 31, 2014	 	1.25:1.00
	June 30, 2014	 	1.25:1.00
	September 30, 2014	 	1.75:1.00
	December 31, 2014	 	2.50:1.00
	March 31, 2015	 	3.00:1.00
	June 30, 2015	 	3.00:1.00
	September 30, 2015	 	3.00:1.00
	December 31, 2015	 	3.00:1.00
	March 31, 2016	 	4.00:1.00
	June 30, 2016	 	4.00:1.00
	September 30, 2016	 	4.00:1.00
	December 31, 2016	 	4.00:1.00
	March 31, 2017	 	5.00:1.00
	June 30, 2017	 	5.00:1.00
	September 30, 2017	 	5.00:1.00
	December 31, 2017	 	5.00:1.00
	Thereafter	 	6.00:1.00


 


(a) Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters
of EDH, measured on the last day of any quarter of EDH set forth in the table below to exceed the ratio set forth below opposite
such quarter:






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	Quarter
    Ending	 	Consolidated
    Leverage Ratio
	March 31, 2014	 	3.50:1.00
	June 30, 2014	 	3.50:1.00
	September 30, 2014	 	3.25:1.00
	December 31, 2014	 	3.00:1.00
	March 31, 2015	 	2.75:1.00
	June 30, 2015	 	2.50:1.00
	September 30, 2015	 	2.25:1.00
	December 31, 2015	 	2.00:1.00
	Thereafter	 	1.75:1.00


 


7.2 Indebtedness.
Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:


 


(a) Indebtedness of
any Loan Party pursuant to any Loan Document;


 


(b) Indebtedness of
(i) any Loan Party owing to any other Loan Party, (ii) any Subsidiary (which is not a Loan Party) to any other Subsidiary (which
is not a Loan Party); (iii) any Subsidiary that is not a Loan Party to any Loan Party to the extent constituting an Investment
permitted by and subject to the limitations of Section 7.8(e)(iii); and (iv) any Loan Party to Subsidiaries that are not Loan Parties;
provided that such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative
Agent;


 


(c) Guarantee Obligations
(i) of any Loan Party of the Indebtedness of any other Loan Party; (ii) of any Subsidiary (which is not a Loan Party) of the Indebtedness
of any Loan Party, or (iii) by any Subsidiary (which is not a Loan Party) of the Indebtedness of any other Subsidiary (which is
not a Loan Party), provided that, in any case (i), (ii) or (iii), the Indebtedness so guaranteed is otherwise permitted
by the terms hereof;


 


(d) Indebtedness outstanding
on the date hereof and listed on Schedule 7.2(d) and any Permitted Refinancing Indebtedness in respect thereof;


 


(e) Indebtedness (including,
without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount
not to exceed (i) $1,500,000 at any one time outstanding from the Closing Date through but not including the first anniversary
of the Closing Date, (ii) $2,500,000 at any one time outstanding from the first anniversary of the Closing Date through but not
including the second anniversary of the Closing Date, (iii) 3,500,000 at any one time outstanding from the second anniversary of
the Closing Date through but not including the third anniversary of the Closing Date, (iv) $4,500,000 at any one time outstanding
from the third anniversary of the Closing Date through but not including the fourth anniversary of the Closing Date and (iv) $5,000,000
at any one time outstanding thereafter, and, in each case, any Permitted Refinancing Indebtedness in respect thereof);


 


(f) Surety Indebtedness
and any other Indebtedness in respect of letters of credit, banker’s acceptances or similar arrangements, provided
that the aggregate amount of any such Indebtedness outstanding at any time shall not exceed $500,000;






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(g) unsecured Indebtedness
of the Loan Parties and their respective Subsidiaries in an aggregate principal amount, for all such Indebtedness taken together,
not to exceed $250,000 at any one time outstanding;


 


(h) obligations (contingent
or otherwise) of the of the Loan Parties and their respective Subsidiaries existing or arising under any Specified Swap Agreement,
provided that such obligations are (or were) entered into by such Person in accordance with Section 7.13 and not
for purposes of speculation;


 


(i) Indebtedness of
a Person (other than a Loan Party or one of their respective Subsidiaries which constituted a Subsidiary prior to the consummation
of the applicable merger referenced below) existing at the time such Person is merged with or into a Loan Party or a Subsidiary
or becomes a Subsidiary; provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition,
and (iii) with respect to any such Person who becomes a Subsidiary, (A) such Subsidiary is the only obligor in respect of such
Indebtedness, and (B) to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary
secure such Indebtedness;


 


(j) Indebtedness incurred
as a result of endorsing negotiable instruments received in the ordinary course of business;


 


(k) Indebtedness (other
than for borrowed money) which may be deemed to exist pursuant to any warranty or contractual service obligations incurred in the
ordinary course of business;


 


(l) Indebtedness in
respect of workers’ compensation claims, payment obligations in connection with health or other types of social security
benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course
of business;


 


(m) Indebtedness consisting
of the financing of insurance premiums in the ordinary course of business;


 


(n) client advances
or deposits received in the ordinary course of business;


 


(o) guarantees of employee
corporate credit cards;


 


(p) Indebtedness in the
form of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration
or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Investment permitted by
Section 7.8 (collectively, “Deferred Payment Obligations”); and


 


(q) to the extent constituting
Indebtedness, obligations underlying Restricted Payments to the extent such obligations are permitted to be paid under Section
7.6.


 


7.3 Liens. Create,
incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:


 


(a) Liens for Taxes
not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect
thereto are maintained on the books of the applicable Group Member in conformity with GAAP;






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(b) carriers’,
warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in
the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith
by appropriate proceedings;


 


(c) pledges or deposits
in connection with workers’ compensation, unemployment insurance and other social security legislation;


 


(d) deposits to secure
the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness
or any Liens arising under ERISA);


 


(e) easements, rights-of-way,
restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial
in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Group Member;


 


(f) Liens in existence
on the date hereof listed on Schedule 7.3(f); provided that (i) no such Lien is spread to cover any additional property
after the Closing Date, (ii) the amount of Indebtedness secured or benefitted thereby is not increased, (iii) the direct or any
contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is
permitted by Section 7.2(d);


 


(g) Liens securing Indebtedness
incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such
Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not
at any time encumber any property other than the property financed by such Indebtedness and proceeds from the disposition of such
property, and (iii) the amount of Indebtedness secured thereby is not increased;


 


(h) Liens created pursuant
to the Security Documents;


 


(i) any interest or
title of a lessor or licensor under any lease or license entered into by a Group Member in the ordinary course of its business
and covering only the assets so leased or licensed;


 


(j) judgment Liens that
do not constitute a Default or an Event of Default under Section 8.1(h) of this Agreement;


 


(k) bankers’ Liens,
rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other
funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business
in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts
are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account
management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;


 


(l) (i) cash deposits
and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f), (ii) Liens securing
reimbursement obligations with respect to letters of credit permitted by Section 7.2(f) that encumber documents and other
property relating to such letters of credit, (iii) Liens securing Obligations under any Specified Swap Agreements permitted by
Section 7.2(i) and (iv) cash deposits and liens on cash pledged to SVB in the aggregate amount not to






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exceed $500,000 prior
to the Closing Date to secure obligations in respect of bank services existing on or prior to the Closing Date;


 


(m) Liens on property
of a Person existing at the time such Person is acquired by, merged into or consolidated with a Loan Party or becomes a Subsidiary
of a Loan Party or acquired by a Loan Party; provided that (i) such Liens were not created in contemplation of such acquisition,
merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person, and (iii) the
applicable Indebtedness secured by such Lien is permitted under Section 7.2;


 


(n) the replacement,
extension or renewal of any Lien permitted by clause (m) above upon or in the same property theretofore subject thereto or the
replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness
secured thereby;


 


(o) Liens not otherwise
permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby
nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds
(as to all Group Members) $500,000 at any one time; and


 


(p) Liens granted in
the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the
extent the financing is permitted under Section 7.2(m).


 


7.4 Fundamental
Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution), or Dispose of all or substantially all of its property or business, except that:


 


(a) any Subsidiary of
a Loan Party may be merged or consolidated with or into a Loan Party (provided that such Loan Party shall be the continuing
or surviving Person);


 


(b) any Subsidiary of
the Borrower may Dispose of any or all of its assets (i) pursuant to any liquidation or other transaction that results in the assets
of such Subsidiary being transferred to the Borrower or any other Loan Party, or (ii) pursuant to a Disposition permitted by Section
7.5; and


 


(c) any Investment expressly
permitted by Section 7.8 may be structured as a merger, consolidation or amalgamation.


 


7.5 Disposition
of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary of
EDH, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:


 


(a) Dispositions of
obsolete or worn out property in the ordinary course of business;


 


(b) Dispositions of
Inventory in the ordinary course of business;


 


(c) Dispositions permitted
by clause (i) of Section 7.4(b);


 


(d) the sale or issuance
of the Capital Stock of any Subsidiary of EDH (i) to any Loan Party, or (ii) in connection with any transaction that does not result
in a Change of Control;






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(e) the use or transfer
of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;


 


(f) (i) the non-exclusive
licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business;


 


(g) the Disposition
of property (i) by any Loan Party to any other Loan Party, (ii) by any Subsidiary (which is not a Loan Party) to any other Group
Member, and (iii) by any Loan Party to any Subsidiary (which is not a Loan Party) pursuant to an Investment permitted under Section
7.8(e)(iii);


 


(h) Dispositions of
property subject to a Casualty Event;


 


(i) leases or subleases
of Real Property and security deposits required pursuant thereto;


 


(j) the sale or discount
without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection
thereof;


 


(k) any abandonment,
cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any
Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous
to the interests of the Lenders;


 


(l) Dispositions of
other property having a fair market value not to exceed $500,000 in the aggregate for any fiscal year of the Borrower, provided
that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition;
and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section
2.12(e);


 


(m) payments permitted
under Section 7.6, Investments permitted under Section 7.8, and Liens permitted under Section 7.3; and


 


(n) Dispositions consisting
of the issuance or sale of Capital Stock of EDH, including, without limitation, pursuant to an acquisition, IPO and any public
follow-on offering, stock option plans, and the issuance of Capital Stock to third parties in connection with commercial agreements;
provided that there is no Change of Control;


 


provided,
however, that any Disposition made pursuant to this Section 7.5 shall be made in good faith on an arm’s
length basis for fair value.


 


7.6 Restricted Payments.
Make any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance
(including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness or
Deferred Payment Obligations, declare or pay any dividend (other than dividends payable solely in common stock of the Person making
such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding,
or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations
of any Group Member (collectively, “Restricted Payments”), except that, so long as no Default or Event
of Default shall have occurred and be continuing at the time of any action described below or would result therefrom:






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(a) any Group Member
may (i) make Restricted Payments to any Borrower and (ii) declare and make dividends which are payable solely in the common Capital
Stock of such Group Member;


 


(b) each Loan Party
may, purchase common Capital Stock or common Capital Stock options from present or former directors, officers, employees or consultants
of any Group Member upon the death, disability or termination of employment of such director, officer, employee or consultant;
provided that the aggregate amount of payments made under this clause (b) shall not exceed $250,000 during any fiscal year
of the Borrower;


 


(c) the Borrower and
its Subsidiaries may make Restricted Payments not otherwise permitted by one of the foregoing clauses of this Section 7.6;
provided that the aggregate amount of payments made under this clause (c) shall not exceed $250,000 during any fiscal year
of the Borrower;


 


(d) the Borrower and
its Subsidiaries may make payments in respect of Deferred Payment Obligations consisting of purchase price adjustments in connection
with a Permitted Acquisition; and


 


(e) the Borrower and
its Subsidiaries may make payments in respect of other Deferred Payment Obligations so long as (i) immediately after giving effect
to such payment, the Borrower and its Subsidiaries shall be in compliance with each of the covenants set forth in Section 7.1,
based upon financial statements delivered to the Administrative Agent five Business Days prior to the making of such payment, calculated
on a pro forma basis, after giving effect to the making of such payment and (ii) to the extent such payment is made after the an
IPO, prior to and after giving effect to such payment, the Loan Parties have Liquidity of at least $35,000,000.


 


7.7 Consolidated
Capital Expenditures. Make or commit to make any Consolidated Capital Expenditure (excluding Consolidated Capital Expenditures
made with the Net Cash Proceeds of Assets Sales or Recovery Events), except Consolidated Capital Expenditures made by the Group
Members in the ordinary course of business and not exceeding during any fiscal year, for all such Consolidated Capital Expenditures
of all of the Group Members taken together, the amount set forth below opposite such fiscal year:


 


	Fiscal
    Year	 	Consolidated
    Capital Expenditures
	2014	 	$14,500,000
	2015	 	$14,500,000
	2016	 	$15,500,000
	2017	 	$16,500,000
	2018	 	$17,500,000


 


; provided that (i) up to 50% of
any such amount that is not expended in the fiscal year for which it is permitted may be carried over for expenditure in the next
succeeding fiscal year only and (ii) Consolidated Capital Expenditures made pursuant to this Section 7.7 during any fiscal
year shall be deemed made, first, in respect of amounts carried over from the prior fiscal year pursuant to clause (i) above
and, second, in respect of amounts permitted for such fiscal year as provided above.


 


7.8 Investments.
Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other






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debt securities of, or
any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”),
except:


 


(a) extensions of trade
credit in the ordinary course of business;


 


(b) Investments in cash
and Cash Equivalents;


 


(c) Guarantee Obligations
permitted by Section 7.2;


 


(d) loans and advances
to officers, directors and employees of any Group Member in the ordinary course of business (including for travel, entertainment
and relocation expenses) in an aggregate amount for all Group Members not to exceed $250,000 at any one time outstanding;


 


(e) intercompany Investments
by (i) any Group Member in a Loan Party, (ii) any Subsidiary (which is not a Loan Party) in any other Subsidiary (which is not
a Loan Party) and any Group Member, or (iii) any Loan Party to any Subsidiary that is not a Loan Party, provided that (A) the aggregate
amount of all such Investments (including, without limitation, transactions contemplated by Section 7.2(b)(iii) and Section
7.5(g)(iii)) made pursuant to this clause (iii) in any fiscal year of the Borrower shall not exceed $2,500,000 and (B) immediately
before and immediately after making such Investment, no Default or Event of Default shall have occurred and be continuing;


 


(f) Investments in the
ordinary course of business consisting of endorsements of negotiable instruments for collection or deposit;


 


(g) Investments received
in settlement of amounts due to any Group Member effected in the ordinary course of business or owing to such Group Member as a
result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of such
Group Member;


 


(h) (i) Investments
constituting Permitted Acquisitions, and (ii) Investments held by any Person as of the date such Person is acquired in connection
with a Permitted Acquisition, provided that (A) such Investments were not made, in any case, by such Person in connection
with, or in contemplation of, such Permitted Acquisition, and (B) with respect to any such Person which becomes a Subsidiary as
a result of such Permitted Acquisition, such Subsidiary remains the only holder of such Investment;


 


(i) deposits made to
secure the performance of leases, licenses or contracts in the ordinary course of business, and other deposits made in connection
with the incurrence of Liens permitted under Section 7.3;


 


(j) promissory notes
and other non-cash consideration received in connection with Dispositions permitted by Section 7.5, to the extent not exceeding
the limits specified therein with respect to the receipt of non-cash consideration in connection with such Dispositions;


 


(k) purchases or other
acquisitions by any Group Member of the Capital Stock in a Person that, upon the consummation thereof, will be a Subsidiary (including
as a result of a merger or consolidation) or all or substantially all of the assets of, or assets constituting one or more business
units of, any Person (each, a “Permitted Acquisition”); provided that, with respect to each such
purchase or other acquisition:






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(i) the newly-created
or acquired Subsidiary (or assets acquired in connection with an asset sale) shall be (x) in the same or a related line of business
as that conducted by the Borrower on the date hereof, or (y) in a business that is ancillary to and in furtherance of the line
of business as that conducted by the Borrower on the date hereof;


 


(ii) all transactions
related to such purchase or acquisition shall be consummated in all material respects in accordance with all Requirements of Law;


 


(iii) no Loan Party
shall, as a result of or in connection with any such purchase or acquisition, assume or incur any direct or contingent liabilities
(whether relating to environmental, tax, litigation or other matters) that, as of the date of such purchase or acquisition, could
reasonably be expected to result in the existence or incurrence of a Material Adverse Effect;


 


(iv) the Borrower shall
give the Administrative Agent at least ten (10) Business Days’ prior written notice of any such purchase or acquisition;


 


(v) the Borrower shall
provide to the Administrative Agent as soon as available but in any event not later than five (5) Business Days after the execution
thereof, a copy of any executed purchase agreement or similar agreement with respect to any such purchase or acquisition;


 


(vi) any such newly-created
or acquired Subsidiary, or the Loan Party that is the acquirer of assets in connection with an asset acquisition, shall comply
with the requirements of Section 6.12, except to the extent compliance with Section 6.12 is prohibited by pre-existing
Contractual Obligations or Requirements of Law binding on such Subsidiary or its properties;


 


(vii) (x) immediately
before and immediately after giving effect to any such purchase or other acquisition, no Default or Event of Default shall have
occurred and be continuing, (y) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries
shall be in compliance with each of the covenants set forth in Section 7.1, based upon financial statements delivered to
the Administrative Agent, at least five Business Days prior to such acquisition which give effect, on a Pro Forma Basis, to such
acquisition or other purchase and (z) to the extent such acquisition is consummated after an IPO, the Loan Parties shall have Liquidity
in an amount equal to or greater than $35,000,000 immediately after giving effect to the consummation of such acquisition;


 


(viii) no Indebtedness
is assumed or incurred in connection with any such purchase or acquisition other than Indebtedness permitted by the terms of Section
7.2(i);


 


(ix) such purchase
or acquisition shall not constitute an Unfriendly Acquisition;


 


(x) (A) prior to an
IPO, the aggregate amount of the cash consideration (including any Deferred Payment Obligations) paid by such Group Member in connection
with all Permitted Acquisitions shall not exceed $5,000,000 in any fiscal year of the Borrower or $25,000,000 during the term of
this Agreement, and (B) after an IPO, the aggregate amount of the cash consideration paid by the Group Member in connection with
any particular Permitted Acquisition shall not exceed $10,000,000, and (B) the aggregate amount of the cash consideration paid
by all Group Members in connection with all such Permitted Acquisitions consummated from and after the Closing Date shall not exceed
$50,000,000;


 


(xi) Other than acquisitions
the aggregate amount of cash consideration (including any Deferred Payment Obligations) for which does not exceed $500,000 in in
any fiscal year,






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the assets being acquired
(other than assets the value of which is not material in relation to the assets being acquired) are located within the United States,
the United Kingdom, Australia, Canada or such other jurisdiction acceptable to the Administrative Agent and the Required Lenders
in their reasonable discretion (it being agreed that, notwithstanding any other provision herein or in any Loan Document to the
contrary, unless otherwise agreed by the Administrative Agent in its sole discretion (but in consultation with the Borrower and
considering the cost to the Borrower and the benefits afforded to the Secured Parties thereby): (x) the Administrative Agent may
perfect its Lien on any assets located in any such non-United States jurisdiction under local law), and (y) if the assets or the
target consist of the Capital Stock of a Subsidiary organized under the laws of the United Kingdom, Australia, Canada or such other
jurisdiction acceptable to the Administrative Agent and the Required Lenders in their reasonable discretion or a Loan Party forms
a Subsidiary organized under the laws of any such non-United States jurisdiction in connection with such acquisition, such entity
or Subsidiary shall be required to become a Loan Party hereunder and such Person shall not constitute an Excluded Foreign Subsidiary
notwithstanding anything herein or in any Loan Document to the contrary); and


 


(xii) the Borrower
shall have delivered to the Administrative Agent, at least five Business Days prior to the date on which any such purchase or other
acquisition is to be consummated (or such later date as is agreed by the Administrative Agent in its sole discretion), a certificate
of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying
that all of the requirements set forth in this definition have been satisfied or will be satisfied on or prior to the consummation
of such purchase or other acquisition; and


 


(l) Investments (including,
without limitation, Subsidiaries) existing on the date hereof listed on Schedule 7.8(l) (but specifically excluding any
future Investments in any Subsidiaries unless otherwise permitted hereunder);


 


(m) In addition to the
Investments otherwise expressly permitted by this Section 7.8, Investments (including in joint ventures, strategic alliances
and corporate collaborations) by the Group Members; provided that the aggregate amount of all such Investments (valued at cost)
does not exceed $250,000 per fiscal year.


 


7.9 ERISA. The
Borrower shall not, and shall not permit any of its ERISA Affiliates to: (a) terminate any Pension Plan so as to result in any
material liability to such Person or any of such Person’s ERISA Affiliates, (b) permit to exist any ERISA Event, or any
other event or condition, which presents the risk of a material liability to any of their respective ERISA Affiliates, (c) make
a complete or partial withdrawal (within the meaning of ERISA Section 4201) from any Multiemployer Plan so as to result in any
material liability to such Person or any of their respective ERISA Affiliates, (d) enter into any new Pension Plan or modify any
existing Pension Plan so as to increase its obligations thereunder which could result in any material liability to any such Person
or any of its respective ERISA Affiliates, (e) permit the present value of all nonforfeitable accrued benefits under any Pension
Plan (using the actuarial assumptions utilized by the PBGC upon termination of a Pension Plan) materially to exceed the fair market
value of Pension Plan assets allocable to such benefits, all determined as of the most recent valuation date for each such Pension
Plan, or (f) engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise
by the Administrative Agent or any Lender of any of its rights under this Agreement, any Note or the other Loan Documents) to
be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the
Code.


 


7.10 Modifications
of Certain Preferred Stock and Debt Instruments. (a) Amend, modify, waive or otherwise change, or consent or agree to any
amendment, modification, waiver or other change to, any of the terms of the Preferred Stock, if any (i) that would move to an
earlier date the






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scheduled redemption
date or increase the amount of any scheduled redemption payment or increase the rate or move to an earlier date any date for payment
of dividends thereon or (ii) that would be otherwise materially adverse to any Lender or any other Secured Party; or (b) amend,
modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms
of any Indebtedness permitted by Section 7.2 (other than Indebtedness pursuant to any Loan Document) that would shorten
the maturity or increase the amount of any payment of principal thereof or the rate of interest thereon or shorten any date for
payment of interest thereon or that would be otherwise materially adverse to any Lender or any other Secured Party.


 


7.11 Transactions
with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any Affiliate (other than any other Loan Party) unless
such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Group
Member, and (c) upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable
arm’s length transaction with a Person that is not an Affiliate; provided that this Section 7.11 shall not limit
the Loan Parties’ ability to perform their obligations under that letter agreement dated December 19, 2013 with Mike Keriakos
as in effect on the Closing Date.


 


7.12 Sale Leaseback
Transactions. Enter into any Sale Leaseback Transaction unless (a) the Disposition of the applicable property subject to such
Sale Leaseback Transaction is permitted under Section 7.5 (including with respect to the application of the Net Cash Proceeds
received in connection therewith), and (b) any Liens in the property of any Loan Party incurred in connection with any such Sale
Leaseback Transaction are permitted under Section 7.3.


 


7.13 Swap Agreements.
Enter into any Swap Agreement, except Specified Swap Agreements which are entered into by a Group Member to (a) hedge or mitigate
risks to which such Group Member has actual exposure (other than those in respect of Capital Stock), or (b) effectively cap, collar
or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect
to any interest-bearing liability or investment of such Group Member.


 


7.14 Accounting
Changes. Make any change in its (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal
year.


 


7.15 Negative Pledge
Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan
Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, to secure its Obligations under the Loan Documents to which it is a party, other than (a) this Agreement and the other
Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby
(in which case, any prohibition or limitation shall only be effective against the assets financed thereby), and (c) customary
restrictions on the assignment of leases, licenses and other agreements.


 


7.16 Clauses Restricting
Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the
ability of any Loan Party and any of their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock
of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other
Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances
or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with
respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted
hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the






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assignment of leases,
licenses and other agreements, or (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase
money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed
thereby.


 


7.17 Lines of Business.


 


(a) Enter into any business,
either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on
the date of this Agreement or that are reasonably related, ancillary or incidental thereto.


 


(b) Permit (i) any Inactive
Subsidiary to (A) have any material operations or conduct any material business, (B) own any material assets or (C) incur any material
liabilities or (ii) the Inactive Subsidiaries taken as a whole to (A) own assets with a fair market value in excess of $100,000
or (B) have liabilities in an aggregate amount in excess of $100,000.


 


7.18 Designation
of other Indebtedness. Designate any Indebtedness or indebtedness other than the Obligations as “Designated Senior Indebtedness”
or a similar concept thereto, if applicable.


 


7.19 Certification
of Certain Equity Interests. Take any action to certificate any Equity Interests having been pledged to the Administrative
Agent (for the ratable benefit of the Secured Parties) which were uncertificated at the time so pledged, in any such case, without
first obtaining the Administrative Agent’s prior written consent to do so and undertaking to the reasonable satisfaction
of the Administrative Agent all such actions as may reasonably be requested by the Administrative Agent to continue the perfection
of its Liens (held for the ratable benefit of the Secured Parties) in any such newly certificated Equity Interests.


 


7.20 Amendments
to Organizational Agreements and Material Contracts. (a) Amend or permit any amendments to any Loan Party’s organizational
documents; or (b) amend or permit any amendments to, or terminate or waive any provision of, any material Contractual Obligation,
in each case under (a) or (b) if such amendment, termination, or waiver would be adverse to Administrative Agent or the Lenders
in any material respect.


 


7.21 Use of Proceeds.
Use the proceeds of any extension of credit hereunder, whether directly or indirectly, and whether immediately, incidentally
or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board) or to extend credit to others
for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each
case in violation of, or for a purpose which violates, or would be inconsistent with, Regulation T, U or X of the Board.


 


7.22 Subordinated
Debt. Make any voluntary or optional payment, prepayment or repayment on, redemption, exchange or acquisition for value of,
or any sinking fund or similar payment with respect to, any Subordinated Debt, except as permitted by the subordination provisions
in the applicable loan documents with respect thereto and any subordination agreement with respect thereto in favor of the Administrative
Agent and the Lenders.


 


7.23 Anti-Terrorism
Laws. Conduct, deal in or engage in or permit any Affiliate or agent of any Loan Party within its control to conduct, deal
in or engage in any of the following activities: (a) conduct any business or engage in any transaction or dealing with any person
blocked pursuant to Executive Order No. 13224 (“Blocked Person”), including the making or receiving
any contribution of funds, goods or services to or for the benefit of any Blocked Person; (b) deal in, or otherwise engage in
any transaction relating to, any property or interests in property blocked pursuant to Executive Order No.






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13224; or (c) engage
in on conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in Executive Order No. 13224 or the Patriot Act. The Borrower shall deliver to the Administrative
Agent and the Lenders any certification or other evidence reasonably requested from time to time by the Administrative Agent or
any Lender confirming the Borrower’s compliance with this Section 7.23.


 


7.24 Certain Deposit
Accounts. Maintain cash, Cash Equivalents, or other amounts, in each case, that are credited to foreign deposit accounts or
foreign securities accounts (or, as to any Subsidiary that is not a Loan Party, maintain cash or Cash Equivalents or any amounts
credited to any deposit accounts or securities accounts), taken as a whole, in an aggregate amount in excess of $250,000 at any
time.


 


SECTION 8

EVENTS OF DEFAULT


 


8.1 Events of Default.
The occurrence of any of the following shall constitute an Event of Default:


 


(a) the Borrower shall
fail to pay any amount of principal of any Loan when due in accordance with the terms hereof (including Section 2.8); or
the Borrower shall fail to pay any amount of interest on any Loan, or any other amount payable hereunder or under any other Loan
Document, within three (3) Business Days after any such interest or other amount becomes due in accordance with the terms hereof;
or


 


(b) any representation
or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate,
document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other
Loan Document (i) if qualified by materiality, shall be incorrect or misleading when made or deemed made, or (ii) if not qualified
by materiality, shall be incorrect or misleading in any material respect when made or deemed made; or


 


(c) (i) any Loan Party
shall default in the observance or performance of any agreement contained in Section 5.3, Section 6.1, clause (i)
or (ii) of Section 6.5(a), Section 6.6(b), Section 6.8(a), Section 6.10, Section 6.15 or Section
7 of this Agreement or (ii) an “Event of Default” under and as defined in any Security Document shall have occurred
and be continuing; or


 


(d) any Loan Party shall
default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document to which
it is party (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied
for a period of 30 days thereafter; or


 


(e) (1) any Group Member
shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding
the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest, fees,
costs or expenses on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created; (iii) default in making any payment or delivery under any such Indebtedness constituting a Swap
Agreement beyond the period of grace, if any, provided in such Swap Agreement; or (iv) default in the observance or performance
of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition
is to (x) cause, or to permit the holder or beneficiary of, or, in the case of any






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such Indebtedness constituting
a Swap Agreement, counterparty under, such Indebtedness (or a trustee or agent on behalf of such holder, beneficiary, or counterparty)
to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of
any such Indebtedness constituting a Guarantee Obligation) to become payable or (in the case of any such Indebtedness constituting
a Swap Agreement) to be terminated, or (y) to cause, with the giving of notice if required, any Group Member to purchase or redeem
or make an offer to purchase or redeem such Indebtedness prior to its stated maturity; provided that, unless such Indebtedness
constitutes a Specified Swap Agreement, a default, event or condition described in clause (i), (ii), (iii), or (iv) of this paragraph
(e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the
type described in clauses (i), (ii), (iii), and (iv) of this paragraph (e) shall have occurred with respect to Indebtedness the
outstanding principal amount (and, in the case of Swap Agreements, other than Specified Swap Agreements, the Swap Termination Value)
of which, individually or in the aggregate of all such Indebtedness, exceeds in the aggregate $500,000; or (2) any default or event
of default (however designated) shall occur with respect to any Subordinated Indebtedness of any Group Member; or


 


(f) (i) any Group Member
shall commence any case, proceeding or other action (a) under any Debtor Relief Law seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its debts, or (b) seeking appointment of a receiver,
trustee, custodian, conservator, judicial manager or other similar official for it or for all or any substantial part of its assets,
or any Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against
any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (a) results in the entry
of an order for relief or any such adjudication or appointment, or (b) remains undismissed, undischarged or unbonded for a period
of 45 days (provided that, during such 45 day period, no Loans shall be advanced or Letters of Credit issued hereunder);
or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry
of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 45 days
from the entry thereof (provided that, during such 45 day period, no Loans shall be advanced or Letters of Credit issued
hereunder); or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable
to, or shall admit in writing its inability to, pay its debts as they become due; or


 


(g) There shall occur
one or more ERISA Events which individually or in the aggregate results in or otherwise is associated with liability of any Loan
Party or any ERISA Affiliate thereof in excess of $250,000 during the term of this Agreement; or there exists an amount of unfunded
benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding
for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities) which exceeds $250,000;
or


 


(h) There is entered
against any Group Member (i) one or more final judgments or orders for the payment of money or fines or penalties issued by any
Governmental Authority involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant
insurance company has acknowledged coverage) of $1,000,000 or more, or (ii) one or more non-monetary final judgments that have,
or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case (i) or
(ii), (A) enforcement proceedings are commenced by any creditor or any such Governmental Authority, as applicable, upon such judgment,
order, penalty or fine, as applicable, or (B) such judgment, order, penalty or fine, as applicable, shall not have been vacated,






    	100



    	



    

discharged, stayed or
bonded, as applicable, pending appeal within 10 Business Days from the entry or issuance thereof; or


 


(i) (i) any of the Security
Documents shall cease, for any reason, to be in full force and effect (other than pursuant to the terms thereof), or any Loan Party
shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and
priority purported to be created thereby; or


 


(ii) there shall be
commenced against any Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief
that shall not have been vacated, discharged or stayed or bonded pending appeal within 10 days from the entry thereof; or


 


(iii) any court order
enjoins, restrains or prevents a Loan Party from conducting all or any material part of its business; or


 


(j) the guarantee contained
in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan
Party shall so assert; or


 


(k) a Change of Control
shall occur; or


 


(l) any of the Governmental
Approvals shall have been (i) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course
for a full term or (ii) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications
for renewal of any of the Governmental Approvals or that could result in the Governmental Authority taking any of the actions described
in clause (i) above, and such decision or such revocation, rescission, suspension, modification or nonrenewal (A) has, or could
reasonably be expected to have, a Material Adverse Effect, or (B) materially adversely affects the legal qualifications of any
Group Member to hold any material Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension,
modification or nonrenewal could reasonably be expected to materially adversely affect the status of or legal qualifications of
any Group Member to hold any material Governmental Approval in any other jurisdiction; or


 


(m) Any Loan Document
not otherwise referenced in Section 8.1(i) or (j), at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder or the Discharge of Obligations, ceases to be in full force and effect;
or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party
denies that it has any or any further liability or obligation under any Loan Document to which it is a party, or purports to revoke,
terminate or rescind any such Loan Document.


 


8.2 Remedies upon
Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or
may, with the consent of, the Required Lenders, take any or all of the following actions:


 


(a) if such event is
an Event of Default specified in clause (i) or (ii) of paragraph (f) of Section 8.1 with respect to the Borrower, the Commitments
shall immediately terminate automatically and the Loans (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents shall automatically immediately become due and payable, and






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(b) if such event is
any other Event of Default, any of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving
Commitments, the Term Commitments, the Swingline Commitments and the L/C Commitments to be terminated forthwith, whereupon the
Revolving Commitments, the Term Commitments, the Swingline Commitments and the L/C Commitments shall immediately terminate; (ii)
with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable;
(iii) any Bank Services Provider may terminate any foreign exchange service agreements or other Bank Services Agreement then outstanding;
and (iv) exercise on behalf of itself, the Lenders and the Issuing Lender all rights and remedies available to it, the Lenders
and the Issuing Lender under the Loan Documents. With respect to all Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall Cash Collateralize an amount
equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts so Cash Collateralized shall
be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations
of the Borrower hereunder and under the other Loan Documents in accordance with Section 8.3. In addition, (x) the Borrower shall
also Cash Collateralize the full amount of any Swingline Loans then outstanding, and (y) to the extent elected by the applicable
Bank Services Provider, the Borrower shall also Cash Collateralize the amount of any Obligations in respect of Bank Services then
outstanding. After all such Letters of Credit and Bank Services Agreements shall have been terminated, expired or fully drawn upon,
as applicable, and all amounts drawn under any such Letters of Credit shall have been reimbursed in full and all other Obligations
of the Borrower and the other Loan Parties (including any such Obligations arising in connection with Bank Services) shall have
been paid in full, the balance, if any, of the funds having been so Cash Collateralized shall be returned to the Borrower (or such
other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest
and all other notices of any kind are hereby expressly waived by the Borrower.


 


8.3 Application
of Funds. After the exercise of remedies provided for in Section 8.2, any amounts received by the Administrative Agent
on account of the Obligations shall be applied by the Administrative Agent in the following order:


 


First, to the
payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and
interest but including any Collateral-Related Expenses, fees, charges and disbursements of counsel to the Administrative Agent
and amounts payable under Sections 2.19, 2.20 and 2.21) payable to the Administrative Agent in its capacity
as such (including interest thereon);


 


Second, to payment
of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders, the Issuing Lender (including any Letter of Credit Fronting Fees, Issuing Lender Fees and
the reasonable fees, charges and disbursements of counsel to the respective Lenders and the Issuing Lender and amounts payable
under Sections 2.19, 2.20 and 2.21), in each case, ratably among them in proportion to the respective amounts
described in this clause Second payable to them;


 


Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Disbursements
which have not yet been converted into Revolving Loans, in each case, ratably among the Lenders and the Issuing Lender, in each
case,






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ratably among them 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, L/C Disbursements which have not yet been converted
into Revolving Loans, in each case, ratably among them in proportion to the respective amounts described in this clause Fourth
held by them;


 


Fifth, to the
Administrative Agent for the account of the Issuing Lender, to Cash Collateralize that portion of the L/C Exposure comprised of
the aggregate undrawn amount of Letters of Credit pursuant to Section 3.10;


 


Sixth, if so
elected by the applicable Bank Services Provider, to the Administrative Agent for the account of each Bank Services Provider and
Qualified Counterparty, to repay or Cash Collateralize then-outstanding Obligations arising in connection with Bank Services and
Specified Swap Agreements;


 


Seventh, to the
payment of all other Obligations of the Loan Parties that are then due and payable to the Administrative Agent and the other Secured
Parties on such date, in each case, ratably among them in proportion to 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 (excluding, for this purpose, any Obligations which have
been Cash Collateralized in accordance with the terms hereof), to the Borrower or as otherwise required by Law.


 


Subject to Sections
2.24(a), 3.4, 3.5 and 3.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters
of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral for Letters of Credit after all Letters of Credit have either been fully drawn
or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.


 


SECTION 9

THE ADMINISTRATIVE AGENT


 


9.1 Appointment
and Authority.


 


(a) Each of the Lenders
hereby irrevocably appoints SVB to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.


 


(b) The provisions of
Section 9 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower
nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities to any Lender
or any other Person, except those expressly set forth herein, or any fiduciary relationship with any Lender, 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. It is understood and agreed that the use of the term “agent” herein
or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine





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of any applicable law.
Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between contracting parties.


 


(c) The Administrative
Agent shall also act as the collateral agent under the Loan Documents, and the Issuing Lender and each of the other Lenders (in
their respective capacities as a Lender and, as applicable, Qualified Counterparty or provider of Bank Services)
hereby irrevocably (i) authorize the Administrative Agent to enter into all other Loan Documents, as applicable,
including the Guarantee and Collateral Agreement, any subordination agreements and any other Security Documents, and (ii) appoint
and authorize the Administrative Agent to act as the agent of the Secured Parties 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. The Administrative Agent, as collateral agent and any co-agents, sub-agents
and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing
any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies
thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section
9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the
collateral agent under the Loan Documents) as if set forth in full herein with respect thereto. Without limiting the generality
of the foregoing, the Administrative Agent is further authorized on behalf of all the Lenders, without the necessity of any notice
to or further consent from the Lenders, from time to time to take any action, or permit any co-agents, sub-agents and attorneys-in-fact
appointed by the Administrative Agent to take any action, with respect to any Collateral or the Loan Documents which may be necessary
to perfect and maintain perfected the Liens upon any Collateral granted pursuant to any Loan Document.


 


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


 


9.3 Exculpatory
Provisions. The Administrative Agent shall have no duties or obligations except those expressly set forth herein and in the
other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality
of the foregoing, the Administrative Agent shall not:


 


(a) be subject to any
fiduciary or other implied duties, regardless of whether any Default or any Event of Default has occurred and is continuing;


 


(b) have any duty to
take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated
hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
as applicable; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable
law, including for the avoidance of doubt




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any action that may be
in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of
property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


(c) except as expressly
set forth herein and in the other Loan Documents, have any duty to disclose, and the Administrative Agent shall not be liable for
the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained
by any Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The Administrative Agent
shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Sections 8.2 and 10.1), or (ii) in the absence of its
own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.


 


The Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document or (v) the satisfaction of any condition set forth in Section 5.1, Section 5.2 or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


9.4 Reliance by
Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition
is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior
to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who
may be counsel for any of the Loan Parties), independent accountants and other experts selected by it, and shall not be liable
for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative
Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the
other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any
and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents
in accordance with a request of the Required Lenders (or such other number or percentage of Lenders as





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shall be provided for
herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding
upon the Lenders and all future holders of the Loans.


 


9.5 Notice of Default.
The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has received notice in writing from a Lender or the Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a “notice of default.” In the event
that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative
Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be obligated to) take such action or refrain from taking
such action with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.


 


9.6 Non-Reliance
on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys in fact or affiliates has made any representations or warranties to it
and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any affiliate
of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or
any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness
of the Group Members and their affiliates and made its own credit analysis and decision to make its Loans hereunder and enter
into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or
any other Lender or any of their Related Parties, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon
this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make
such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition
and creditworthiness of the Group Members and their affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility
to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession
of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates.


 


9.7 Indemnification.
Each of the Lenders agrees to indemnify each of the Administrative Agent, the Issuing Lender and the Swingline Lender and
each of its Related Parties in its capacity as such (to the extent not reimbursed by the Borrower or any other Loan Party pursuant
to any Loan Document and without limiting the obligation of the Borrower or any other Loan Party to do so) according to its Aggregate
Exposure Percentage in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification
is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, in accordance
with its Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any
time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent
or such other Person in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents
or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action
taken or





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omitted by the Administrative Agent or such other Person under or in connection with any of the foregoing and any other
amounts not reimbursed by the Borrower or such other Loan Party; provided that no Lender shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the
Administrative Agent’s or such other Person’s gross negligence or willful misconduct, and that with respect to such
unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall
be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought). The agreements
in this Section shall survive the payment of the Loans and all other amounts payable hereunder.


 


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


 


9.9 Successor Administrative
Agent.


 


(a) The Administrative
Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation,
the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation
Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders,
appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed,
such resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


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


 


(c) With effect from
the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring or removed
Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed
and such collateral security is assigned to such successor Administrative Agent) and (ii) except for any indemnity payments owed
to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender directly, until such





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time, if any, as the Required
Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the
retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation
or removal hereunder and under the other Loan Documents, the provisions of Section 9 and Section 10.5 shall continue
in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting
as the Administrative Agent.


 


9.10 Collateral
and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,


 


(a) to release any Lien
on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (i) upon the Discharge
of Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit,
Bank Services and Specified Swap Agreements (other than Letters of Credit, Bank Services and Specified Swap Agreements the Obligations
in respect of which have been Cash Collateralized in an amount equal to 105% thereof in accordance with the terms hereof or as
to which other arrangements satisfactory to the Administrative Agent, the Issuing Lender, provider of Bank Services or any applicable
Qualified Counterparty, as applicable, shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise
disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document,
or (iii) subject to Section 10.1, if approved, authorized or ratified in writing by the Required Lenders;


 


(b) to subordinate any
Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of
any Lien on such property that is permitted by Sections 7.3(g) and (i); and


 


(c) to release any Guarantor
from its obligations under the Guarantee and Collateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction
permitted under the Loan Documents.


 


(d) Upon request by
the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to
release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations
under the Guaranty pursuant to this Section 9.10.


 


(e) The Administrative
Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


(f) No Secured Party
shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations,
it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative





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Agent on behalf of the Secured Parties in accordance with the terms thereof; provided that, for the avoidance of doubt, in no event
shall a Secured Party be restricted hereunder from filing a proof of claim in an Insolvency Proceeding. In the event of a foreclosure
by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative
Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition,
and the Administrative Agent, as agent for and representative of the Secured Party (but not any Lender or Lenders in its or their
respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose
of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by
the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not
a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations
provided under the Loan Documents, to have agreed to the foregoing provisions. In furtherance of the foregoing and not in limitation
thereof, no Swap Agreement the obligations under which constitute Secured Obligations will create (or be deemed to create) in favor
of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the
obligations of any Loan Party under any Loan Document except as expressly provided in the Guarantee and Collateral Agreement. By
accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedging Agreement shall be deemed to have
appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to
be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


9.11 Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation
in respect of any Letter of Credit 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, Obligations in respect of
any Letter of Credit and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or
advisable to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all
other amounts due the Lenders and the Administrative Agent under Sections 2.9 and 10.5) allowed in such judicial
proceeding; and


 


(b) to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.9 and 10.5.


 


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





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or composition affecting the Obligations or the rights of any Lender to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


9.12 No Other Duties,
Etc.


 


Anything herein to the
contrary notwithstanding, none of the “Bookrunners”, “Arrangers” or “Syndication Agent” listed
on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender, the Issuing Lender or the Swingline Lender hereunder.


 


9.13 Reports and
Financial Statements.


 


Each Bank Services Provider
agrees to furnish to the Administrative Agent at such frequency as the Administrative Agent may reasonably request with a summary
of all Obligations in respect of Bank Services due or to become due to such Bank Services Provider. In connection with any distributions
to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Bank Services Provider
unless the Administrative Agent has received written notice thereof from such Bank Services Provider and if such notice is received,
the Administrative Agent shall be entitled to assume that the only amounts due to such Bank Services Provider on account of Bank
Services is the amount set forth in such notice.


 


9.14 Survival.


 


This Section 9
shall survive the Discharge of Obligations.


 


SECTION 10

MISCELLANEOUS


 


10.1 Amendments
and Waivers.


 


(a) Neither this Agreement,
nor any other Loan Document (other than any L/C Related Document and other than any Bank Services Agreement), nor any terms hereof
or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required
Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the
Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (i) enter into written amendments,
supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement
or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder
or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify
in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and
its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal
amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect
of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of
defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees
for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration
date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly
affected thereby; (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent
of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer
by the Borrower of





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any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially
all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral
Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of
Section 2.18 in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or
(ii) amend, modify or waive the pro rata requirements of Section 2.18 in a manner that adversely affects Term Lenders or
the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage
specified in the definition of Majority Revolving Lenders without the written consent of all Revolving Lenders or reduce the percentage
specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive
any provision of Section 9 without the written consent of the Administrative Agent; (G) amend, modify or waive any provision
of Section 2.6 or 2.7 without the written consent of the Swingline Lender; (H) amend, modify or waive any provision
of Section 3 without the written consent of the Issuing Lender; or (I)(i) amend or modify the application of prepayments
set forth in Section 2.12(e) or the application of payments set forth in Section 8.3 in a manner that adversely affects
Revolving Lenders without the written consent of the Majority Revolving Lenders, (ii) amend or modify the application of prepayments
set forth in Section 2.12(e) or the application of payments set forth in Section 8.3 in a manner that adversely affects
Term Lenders or the L/C Lenders without the written consent of the Majority Term Lenders and, as applicable, the L/C Lenders, or
(iii) amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects
the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the
Issuing Lender, provider of Bank Services or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders,
the Administrative Agent, the Issuing Lender, provider of Bank Services, each Qualified Counterparty, and all future holders of
the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former
position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to
be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event
of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender may amend any of the L/C
Documents without the consent of the Administrative Agent or any other Lender.


 


(b) Notwithstanding
anything to the contrary contained in Section 10.1(a) above, in the event that the Borrower or any other Loan Party, as
applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in
a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by the Borrower
and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of the Borrower
and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan
Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment
or other modification (each, a “Minority Lender”), to provide for:


 


(i) the termination
of the Commitments of each such Minority Lender;


 


(ii) the assumption
of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section
2.23; and


 


(iii) the payment of
all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this
Agreement or to such Loan Documents as the Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate
in connection therewith.





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(c) Notwithstanding
any provision herein to the contrary but subject to the proviso in Section 10.1(a), this Agreement may be amended (or amended
and restated) with the written consent of the Required Lenders, the Administrative Agent, and the Borrower,
(i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions
of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder
to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other
Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder,
and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required
Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved
by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable.


 


(d) Notwithstanding
any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in
accordance with the terms thereof without the consent of the Administrative Agent or any Lender.


 


10.2 Notices.


 


(a) All notices, requests
and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or electronic
mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three
(3) Business Days after being deposited in the mail, postage prepaid, or, in the case of facsimile or electronic mail notice, when
received, addressed as follows in the case of the Borrower and the Administrative Agent, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified
by the respective parties hereto:


 


	 	Borrower:	Everyday Health, Inc.

345 Hudson Street, 16th Floor

New York,  New York  10014

Attn: Alan Shapiro

Fax: (646) 728-9506

Email: ashapiro@everydayhealthinc.com
	 	 	
         

        with a copy to:

         

        Cooley LLP

        1114 Avenue of the Americas

        New York, New York 10036

        Attn: Peyton Worley

        Fax: (212) 479-6275

        Email: pworley@cooley.com

         

	 	Administrative Agent:	
        Silicon Valley Bank


505 Fifth Avenue, 11th Floor


New York, New York 10017


Attention: Melissa Stepanis


Facsimile No. (212)867-0190


E-Mail: MStepanis@svb.com








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provided that
any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.


 


(b) Notices and other
communications to the Lenders hereunder may be delivered or furnished by electronic communications (including email and Internet
websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices
to any Lender pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices
or communications. Unless the Administrative Agent otherwise prescribes, (a) notices and other communications sent to an email
address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the
“return receipt requested” function, as available, return email or other written acknowledgment); and (b) notices or
communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient
at its email address as described in the foregoing clause (a) of notification that such notice or communication is available and
identifying the website address therefor; provided that, for both clauses (a) and (b), if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient.


 


(c) Any party hereto
may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.


 


(d) (i) Each Loan Party
agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to
the Issuing Lender and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially
similar electronic transmission system (the “Platform”).


 


(ii) the Platform is
provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of
the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express,
implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement
of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications
or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrower or the other Loan Parties, any Lender or any other Person or entity
for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses
or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative
Agent’s transmission of communications through the Platform. “Communications” means, collectively,
any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant
to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or the
Issuing Lender by means of electronic communications pursuant to this Section, including through the Platform.


 


10.3 No Waiver;
Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender,
any right, remedy, power or privilege hereunder or under the other Loan Documents 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





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herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


10.4 Survival of
Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any
document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loans and other extensions of credit hereunder.


 


10.5 Expenses;
Indemnity; Damage Waiver.


 


(a) Costs and Expenses.
The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), in connection
with the syndication of the Facilities, the preparation, negotiation, execution, delivery and administration of this Agreement
and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred
by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any
Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent or
any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other
Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued or
participated in hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans or Letters of Credit.


 


(b) Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender (including
the Issuing Lender), and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses
(including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against
any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties
arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document
or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property
owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) 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 (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee
for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such
Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court





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of competent jurisdiction.
This Section 10.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,
etc. arising from any non-Tax claim.


 


(c) Reimbursement
by Lenders. To the extent that the Borrower or any other Loan Party pursuant to any other Loan Document for any reason fails
indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent
(or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender
severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related
Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid
amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such
unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall
be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and provided
further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender
in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such
sub-agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this
paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).


 


(d) Waiver of Consequential
Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of
the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby
other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined
by a final and nonappealable judgment of a court of competent jurisdiction.


 


(e) Payments.
All amounts due under this Section shall be payable promptly after demand therefor.


 


(f) Survival.
Each party’s obligations under this Section shall survive the resignation of the Administrative Agent, the Issuing Lender
and the Swingline Lender, the replacement of any Lender, the termination of the Loan Documents, the termination of the Commitments
and the Discharge of Obligations.


 


10.6 Successors
and Assigns; Participations and Assignments.


 


(a) Successors and
Assigns Generally. 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 (which for purposes of this Section 10.6 shall include any Bank Services
Provider (as provider of Bank Services)), except that neither the Borrower nor any other Loan Party may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of the





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Administrative Agent and each Lender, and no
Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with
the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d)
of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of
this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement.


 


(b) Assignments by
Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that
(in each case with respect to any Facility) any such assignment shall be subject to the following conditions:


 


(i) Minimum Amounts.


 


(A) in the case of
an assignment of the entire remaining amount of the assigning Lender’s Commitments and/or the Loans at the time owing to
it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that equal at least the
amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate
of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B) in any case not
described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitments (which for this purpose includes Loans
outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance 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 or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date) shall not be less than $2,000,000, in the case of any assignment in respect of the Revolving
Facility, or $2,000,000, in the case of any assignment in respect of the Term Loan Facility, unless each of the Administrative
Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such
consent not to be unreasonably withheld or delayed).


 


(ii) Proportionate
Amounts. 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 with respect to the Loans and/or the Commitments assigned, except that this clause
(ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a
non-pro rata basis.


 


(iii) Required Consents.
No consent shall be required for any assignment by a Lender except to the extent required by paragraph (b)(i)(B) of this Section
and, in addition:


 


(A) the consent of
the Borrower shall be required in the case of an assignment to any Person that appears on the list of competitors of the Borrower
as agreed upon by the Borrower and the Administrative Agent, and as modified from time to time with the consent of the Administrative
Agent; provided that (1) no such consent shall be required during the occurrence and continuance of an Event of Default
and (2) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice
to the Administrative Agent within five Business Days after having received notice thereof;





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(B) the consent of
the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect
of (i) the Revolving Facility or any unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person
that is not a Lender with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect
to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C) the consent of
the Issuing Lender and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.


 


(iv) Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion,
elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall
deliver to the Administrative Agent any such administrative questionnaire as the Administrative Agent may request.


 


(v) No Assignment
to Certain Persons. No such assignment shall be made to (A) a Loan Party or any of a Loan Party’s Affiliates or Subsidiaries
or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute
any of the foregoing Persons described in this clause (B).


 


(vi) No Assignment
to Natural Persons. No such assignment shall be made to a natural Person.


 


(vii) Certain Additional
Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as
appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans
previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably
consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent,
the Issuing Lender, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance
with its Revolving Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the 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 2.19,
2.20, 2.21 and 10.5 with respect to facts and circumstances occurring prior to the effective date of
such




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assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by
a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (d) of this Section.


 


(c) Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in California
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error,
and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by
the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d) Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than (x) a natural Person, (y) any Loan Party or any of any Loan Party’s Affiliates or Subsidiaries
or (z) any Person that appears on the list of competitors of the Borrower as agreed upon by the Borrower and the Administrative
Agent, and as modified from time to time with the consent of the Administrative Agent) (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 Commitments
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii)
the Borrower, the Administrative Agent, the Issuing Lender 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. For the avoidance of doubt, each
Lender shall be responsible for the indemnities under Sections 2.20(e) and 9.7 with respect to any payments made
by such Lender to its Participant(s).


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 10.1).
The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21
(subject to the requirements and limitations therein, including the requirements under Section 2.20(f) (it being understood
that the documentation required under Section 2.20(f) shall be delivered to such Participant)) to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Participant (A) agrees to be subject to the provisions of Section 2.23 as if it were an assignee under paragraph (b) of
this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.19 or 2.20, with respect
to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant acquired the applicable
participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts
to cooperate with the Borrower to effectuate the provisions of Section 2.23 with respect to any Participant. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.18(k) as though it were a Lender. Each Lender that sells a participation
shall, acting solely for





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this purpose as an agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other
obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any
information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit 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.


 


(e) Certain Pledges.
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; 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.


 


(f) Notes. The
Borrower, upon receipt by the Borrower of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring
Notes to facilitate transactions of the type described in Section 10.6.


 


(g) Representations
and Warranties of Lenders. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments
or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment
and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments,
loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own
account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning
of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions
of this Section 10.6, the disposition of such Commitments and Loans or any interests therein shall at all times remain within
its exclusive control).


 


10.7 Adjustments;
Set-off.


 


(a) Except to the extent
that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular
Facility, if any Lender (a “Benefitted Lender”) shall, at any time after the Loans and other amounts
payable hereunder shall immediately become due and payable pursuant to Section 8.2, receive any payment of all or part of
the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant
to events or proceedings of the nature referred to in Section 8.1(f), or otherwise), in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted
Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each
such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause
such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided
that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.





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(b) Upon (i) the occurrence
and during the continuance of any Event of Default and (ii) obtaining the prior written consent of the Administrative Agent, each
Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrower
or any other Loan Party, any such notice being expressly 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), in any
currency, at any time held or owing, and any other credits, indebtedness, claims or obligations, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, its Affiliates
or any branch or agency thereof to or for the credit or the account of the Borrower or any other Loan Party, as the case may be,
against any and all of the obligations of the Borrower or such other Loan Party now or hereafter existing under this Agreement
or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such other Loan
Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office
or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender
or any of its Affiliates shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to
the Administrative Agent for further application in accordance with the provisions of Section 2.23 and, pending such payment,
shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held in trust for the benefit
of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as to which it exercised
such right of setoff. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and
application made by such Lender or any of 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 and its Affiliates under this Section 10.7 are in
addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.


 


10.8 Payments Set
Aside. To the extent that any payment or transfer by or on behalf of the Borrower is made to the Administrative Agent or any
Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or transfer 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 the Administrative Agent or such Lender in its discretion) to be repaid
to a trustee, receiver or any other party, in connection with any Insolvency Proceeding 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 (without duplication) of any amount so recovered from or repaid by the
Administrative 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 Effective Rate from time to time in effect. This Section 10.8 shall survive the Discharge
of Obligations.


 


10.9 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 the Administrative 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 the Administrative 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,





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allocate,
and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


10.10 Counterparts;
Electronic Execution of Assignments.


 


(a) This Agreement may
be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement
by facsimile or other electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof. A
set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.


 


(b) The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.


 


10.11 Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. Without limiting the foregoing provisions of this Section 10.11, if and to the extent that the enforceability
of any provisions in this Agreement relating to Defaulting Lenders shall be limited under or in connection with any Insolvency
Proceeding, as determined in good faith by the Administrative Agent or the Issuing Lender, as applicable, then such provisions
shall be deemed to be in effect only to the extent not so limited.


 


10.12 Integration.
This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the other Loan Parties, the Administrative
Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.


 


10.13 GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Section 10.13 shall survive the Discharge of Obligations.


 


10.14 Submission
to Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally:


 


(a) submits to the exclusive
jurisdiction of the State and Federal courts in the Southern District of the State of New York; provided that nothing in
this Agreement shall be deemed to operate to preclude the Administrative Agent or any Lender from bringing suit or taking other
legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a
judgment or other court order in favor of Administrative Agent or such Lender. The Borrower expressly submits and consents in advance
to such jurisdiction in any action or suit commenced in any such court, and the Borrower hereby waives any objection that it may
have based upon lack of personal





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jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such
legal or equitable relief as is deemed appropriate by such court. The Borrower hereby waives personal service of the summons, complaints,
and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made
by registered or certified mail addressed to the Borrower at the addresses set forth in Section 10.2 of this Agreement and
that service so made shall be deemed completed upon the earlier to occur of the Borrower’s actual receipt thereof or three
(3) days after deposit in the U.S. mails, proper postage prepaid;


 


(b) WAIVES, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS.
THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS
COUNSEL; and


 


(c) waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section
any special, exemplary, punitive or consequential damages.


 


This Section 10.14
shall survive the Discharge of Obligations.


 


10.15 Acknowledgements.
The Borrower hereby acknowledges that:


 


(a) it has been advised
by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b) none of the Administrative
Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on one hand, and the Borrower,
on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(c) no joint venture
is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Borrower and the Lenders.


 


10.16 Releases
of Guarantees and Liens.


 


(a) Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized
by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1)
to take any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (1) to the
extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in
accordance with Section 10.1 or (2) under the circumstances described in Section 10.16(b) below.


 


(b) At such time as
the Loans and the other Obligations under the Loan Documents including, without limitation, obligations under Specified Swap Agreements
and Bank Services Agreements (other than inchoate indemnity obligations and obligations under or in respect of Specified Swap Agreements
and Bank Services, to the extent no default or termination event shall have occurred thereunder) unless the obligations under such
agreements have been Cash Collateralized or otherwise





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secured to the satisfaction of the Administrative Agent and any Qualified
Counterparty or provider of such Bank Services, as applicable, shall have been paid in full, the Commitments have been terminated
and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents,
and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative
Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of
any act by any Person.


 


10.17 Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent and each Lender agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties
(it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting
to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association
of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal
process, upon the request or demand of any Governmental Authority, in response to any order of any court or other Governmental
Authority or as may otherwise be required pursuant to any Requirement of Law or if requested or required to do so in connection
with any litigation or similar proceeding; (d) to any other party hereto; (e) 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; (f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative
or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments
hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or
the Facilities or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP
numbers with respect to the Facilities; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section, or (y) becomes available to the Administrative Agent, any
Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower.


 


Notwithstanding anything
herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement)
may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated
by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to
such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure is required
to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.


 


For purposes of this
Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating
to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available
to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower or any of its Subsidiaries;
provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.




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10.18 Automatic
Debits. With respect to any principal, interest, fee, or any other cost or expense (including attorney costs of the Administrative
Agent or any Lender payable by the Borrower hereunder) due and payable to the Administrative Agent or any Lender under the Loan
Documents, the Borrower hereby irrevocably authorizes the Administrative Agent to debit any deposit account of the Borrower maintained
with the Administrative Agent in an amount such that the aggregate amount debited from all such deposit accounts does not exceed
such principal, interest, fee or other cost or expense. If there are insufficient funds in such deposit accounts to cover the
amount then due, such debits will be reversed (in whole or in part, in the Administrative Agent’s sole discretion) and such
amount not debited shall be deemed to be unpaid. No such debit under this Section 10.18 shall be deemed a set-off.


 


10.19 Judgment Currency.
If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan
Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that
on which final judgment is given. The obligation of each Borrower and each other Loan Party in respect of any such sum due from
it to the Administrative Agent or any Lender hereunder or under any other Loan Document 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 or such Lender, as the case may be, of any sum adjudged
to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, 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 or any Lender from any Borrower or any other Loan Party in the
Agreement Currency, such Borrower and each other Loan Party agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency
so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative
Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower or other Loan Party, as applicable
(or to any other Person who may be entitled thereto under applicable law).


 


10.20 Patriot Act.
Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrower 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 names and addresses and other information that will allow such Lender or the Administrative Agent,
as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower will, and will cause each of its Subsidiaries
to, provide, to the extent commercially reasonable or required by any Requirement of Law, such information and take such actions
as are reasonably requested by the Administrative Agent or any Lender to assist the Administrative Agent and the Lenders in maintaining
compliance with the Patriot Act.


 


10.21 Non-Public
Information.


 


(a)
 Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower
or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be lender-level
information, which may contain MNPI. Each Lender acknowledges that (a) it has developed compliance procedures regarding the use
of material non-public information and (b) it will handle such material non-public information in accordance with Applicable Law.





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(b)
The Borrower and each Lender acknowledge that, in the event that any Lender has Public Side Lender Representatives,
if information furnished by the Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative
Agent through the Platform, (i) the Administrative Agent may post any information that the Borrower has indicated as containing
MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Borrower has
not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative
Agent reserves the right to post such information solely on that portion of the Platform as is designated for Private Side Lender
Representatives. The Borrower agrees to clearly designate all information provided to the Administrative Agent by or on behalf
the Borrower that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be
entitled to rely on any such designation by the Borrower without liability or responsibility for the independent verification thereof.


 


[Remainder of page left blank intentionally]





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In
Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above written.


 


BORROWER:


 


EVERYDAY HEALTH, INC.


 


By: /s/ Alan Shapiro


 


Name: Alan Shapiro


 


Title: EVP and General Counsel


 


EVERYDAY HEALTH MEDIA, LLC


 


By: /s/ Alan Shapiro


 


Name: Alan Shapiro


 


Title: EVP and General Counsel


 


MEDPAGE TODAY, L.L.C.


 


By: /s/ Alan Shapiro


 


Name: Alan Shapiro


 


Title: President


 




Signature
Page to Credit Agreement



    	 



    	



    

ADMINISTRATIVE AGENT:


 


SILICON VALLEY BANK,


as the Administrative Agent


 


By: /s/ Mickey Swift


 


Name: Mickey Swift


 


Title: Vice President


 


Signature
Page 2 to Credit Agreement





    	 



    	



    

LENDERS:


 


SILICON VALLEY BANK,


as Issuing Lender, Swingline
Lender and as a Lender


 


By: /s/ Mickey Swift


 


Name: Mickey Swift


 


Title: Vice President


 


Signature
Page 3 to Credit Agreement





    	 



    	



    

SUNTRUST BANK,


as a Lender


 


By: /s/ John H. Phillips


 


Name: John H. Phillips


 


Title: Executive Vice President





    	2



    	



    


STIFEL BANK & TRUST,


as a Lender


 


By: /s/ Kevin Curtin


 


Name: Kevin Curtin


 


Title: Director


 


Signature
Page 3 to Credit Agreement





    	 



    	



    

SCHEDULE 1.1A


 


COMMITMENTS

AND AGGREGATE EXPOSURE PERCENTAGES


 


TERM COMMITMENTS


 


	Lender	Term Commitments	Term Percentage
	 	 	 
	Silicon Valley Bank	$22,666,667.00	56.6666667%
	SunTrust Bank	$13,333,333.00	33.3333333%
	Stifel Bank & Trust	$4,000,000.00	10.00000000%
	Total	$40,000,000.00	100.0000000%


 


REVOLVING COMMITMENTS


 


	Lender	Revolving Commitment	Revolving Percentage
	 	 	 
	Silicon Valley Bank	$19,833,333.00	56.6666667%
	SunTrust Bank	$11,666,667.00	33.3333333%
	Stifel Bank & Trust	$3,500,000.00	10.00000000%
	Total	$35,000,000.00	100.000000000%


 


L/C COMMITMENTS

(which is a sublimit of, and not in addition to, the Revolving Commitments)


 


	Lender	L/C Commitments	L/C Percentage
	 	 	 
	Silicon Valley Bank	$5,666,667.00	56.6666667%
	SunTrust Bank	$3,333,333.00	33.3333333%
	Stifel Bank & Trust	$1,000,000.00	10.00000000%
	Total	$10,000,000.00	100.000000000%



 


Schedule
7.3(f)





    	 



    	



    

SWINGLINE COMMITMENT

(which is a sublimit of, and not in addition to, the Revolving Commitments)


 


	Lender	Swingline Commitment	Exposure Percentage
	 	 	 
	Silicon Valley Bank	$10,000,000	100%
	Total	$10,000,000	100.000000000%







    	2