Exhibit 10.5



DRAFT E X E C U   T I O N V E R S I O N C O N F I D E N T I A L FIRST AMENDMENT AND LIMITED   WAIVER TO CREDIT AGREEMENT THIS FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT   AGREEMENT dated as of July 19, 2017 (this “Agreement”), is entered into among   SYNCHRONOSS TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the   Guarantors identified on the signature pages hereto, the Lenders party   hereto, and GOLDMAN SACHS BANK USA, as administrative agent (in such   capacity, the “Administrative Agent”). Reference is made to the Credit   Agreement, dated as of January 19, 2017 (the “Credit Agreement”), among the   Borrower, each lender from time to time party thereto (collectively, the   “Lenders” and, individually, a “Lender”), and GOLDMAN SACHS BANK USA, as the   Administrative Agent, the Collateral Agent, the Swingline Lender and a Letter   of Credit Issuer. Capitalized terms used herein and not otherwise defined   shall have the meanings ascribed thereto in the Credit Agreement. RECITALS   WHEREAS, any failure to deliver, within five days after the date on which   such financial statements were required to be filed with the SEC, the   Borrower’s financial statements for the fiscal quarter ended March 31, 2017,   together with the related items required by Section 9.1(b) of the Credit Agreement   and the Compliance Certificate relating thereto required by Section 9.1(d) of   the Credit Agreement, on or prior to June 30, 2017 constitutes an Event of   Default under Section 11.3 of Credit Agreement (the “Initial Anticipated   Event of Default”); WHEREAS, on June 30, 2017, certain of the Lenders,   constituting the Required Lenders, temporarily waived the Initial Anticipated   Event of Default (the “First Waiver”); WHEREAS, the temporary waiver of the   Initial Anticipated Event of Default set forth in the First Waiver expired at   11:59 p.m. (New York City time) on July 13, 2017; WHEREAS, on July 13, 2017,   certain of the Lenders, constituting the Required Lenders, temporarily   extended the temporary waiver of the Initial Anticipated Event of Default set   forth in the First Waiver (the “Second Waiver”); WHEREAS, the temporary   waiver of the Initial Anticipated Event of Default set forth in the Second   Waiver expired at 11:59 p.m. (New York City time) on July 17, 2017; WHEREAS,   on July 17, 2017, certain of the Lenders, constituting the Required Lenders,   temporarily extended the temporary waiver of the Initial Anticipated Event of   Default set forth in the First Waiver (the “Third Waiver”); WHEREAS, the   temporary waiver of the Initial Anticipated Event of Default set forth in the   Third Waiver expires at 11:59 p.m. (New York City time) on July 19, 2017;   WHEREAS, any failure to deliver, within five days after the date on which   such financial statements are required to be filed with the SEC, the   Borrower’s financial statements for the fiscal quarter ended June 30, 2017,   together with the related items required by Section 9.1(b) of the Credit   Agreement and the Compliance Certificate relating thereto required by Section   9.1(d) of the Credit Agreement, would constitute a Default and, if such   Default were to continue unremedied for a period of at least 30 days after   #89812813v13 Error! Unknown document property name. 


    




 










receipt of   written notice by the Borrower from the Administrative Agent or the Required   Lenders, an Event of Default under Section 11.3 of Credit Agreement (the   “Other Anticipated Event of Default”; and, together with the Initial   Anticipated Event of Default, the “Anticipated Event of Default”); WHEREAS,   the Credit Parties have requested that the Lenders waive the Anticipated   Event of Default (and the underlying Defaults related thereto), subject to   the terms and conditions set forth in this Agreement, and, in exchange, the   Lenders signatory hereto have requested that the Credit Parties agree to make   certain amendments to the Credit Agreement; WHEREAS, the Credit Parties and   Lenders signatory hereto, constituting the Required Lenders, are willing to   agree to the waiver and amendments set forth in this Agreement, in accordance   with and subject to the terms and conditions set forth herein. NOW,   THEREFORE, in consideration of the agreements hereinafter set forth, and for   other good and valuable consideration, the receipt and adequacy of which are   hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1.   Confirmation of Anticipated Event of Default. Each Credit Party acknowledges   and agrees that in addition to any other rights and remedies that the Secured   Parties may have under the Credit Documents, at law, in equity or otherwise,   in the absence of the Limited Waiver (as defined below) and after the   occurrence of a Limited Waiver Default (as defined below), the Anticipated   Event of Default would permit the Secured Parties to accelerate all or any   portion of the Obligations in accordance with Section 11.12 of the Credit   Agreement. 2. Limited Waiver. (a) Subject to the satisfaction of the   conditions precedent specified in Section 5 of this Agreement, in reliance   upon the representations, warrants and covenants of the Credit Parties contained   in this Agreement and upon the terms and subject to the conditions of this   Agreement, effective as of the Effective Date (as defined below), the Lenders   party hereto hereby waive the Anticipated Event of Default (and the   underlying Defaults related thereto) unless a Limited Waiver Default (as   defined below) has occurred (such waiver, the “Limited Waiver”). (b) The   Borrower and the other Credit Parties acknowledge and agree that the Limited   Waiver is a one-time waiver and is limited to the extent specifically set   forth above. Except for the Anticipated Event of Default as described in this   Section 2, each Credit Party acknowledges and agrees that the Limited Waiver   shall not waive (or be deemed to be or constitute a waiver of) any other   covenant, term or provision in the Credit Agreement or any other Credit   Document (or any breach thereof or any Event of Default) or hinder, restrict   or otherwise modify any of the rights and remedies of any of the Secured   Parties in respect of any other present or future Event of Default (whether   or not related to the Anticipated Event of Default) under the Credit   Agreement or any other Credit Document, at law, in equity or otherwise. (c)   Immediately upon the occurrence of a Limited Waiver Default, and without the   requirement of any demand, presentment, protest, notice or other action of   any kind, all of which the Borrower and the Credit Parties each waive, the   Limited Waiver set forth in Section 2(a) shall be void ab initio, and the   Secured Parties shall be entitled to exercise all rights and remedies   -2-Error! Unknown document property name. 


    




 










available under   the Credit Documents and/or applicable law in respect of the Anticipated   Event of Default having occurred and continuing. (d) As used in this Agreement,   the term “Limited Waiver Default” shall mean the occurrence or existence of   any of the following: (i) any representation or warranty contained in this   Agreement shall be incorrect in any material respect as of the Effective   Date, provided that if any such representation or war-ranty is qualified by   or subject to a materiality qualification, such representation or warranty   shall be true and correct in all respects; (ii) any Credit Party breaches any   provision of this Agreement and, other than with respect to any Limited   Waiver Default set forth in clauses (i), (iii), (iv) or (v) of this clause   (d), such breach shall remain unremedied for a period of two Business Days   after receipt of written notice by the Borrower from the Administrative Agent   or any Lender; (iii) the failure by the Borrower to deliver, or cause to be   delivered, to the Lenders party to this Agreement, prior to the Waiver   Termination Date (as defined below), (A) the Borrower’s financial statements   for the fiscal quarters ended March 31, 2017 and June 30, 2017, together with   the related items required by Section 9.1(b) of the Credit Agreement and the   Compliance Certificate relating thereto required by Section 9.1(d) of the   Credit Agreement in accordance with the Credit Agreement (the “Quarterly   Reports”) and (B) audited and restated consolidated balance sheets of the   Borrower and the Restricted Subsidiaries for the fiscal years ended December   31, 2015, December 31, 2016 and, if the consolidated balance sheets of the   Borrower and the Restricted Subsidiaries for the fiscal year ended December   31, 2014 are required to be restated, December 31, 2014, and related   consolidated income statement for such fiscal years, which shall not show any   reduction in the cash balance as of the end of such fiscal year as set forth   on the original consolidated balance sheet for such fiscal year that had   previously been filed with the SEC in excess of $1.0 million (collectively,   the “Restated Financial Statements”); (iv) the failure by the Borrower’s   management to disclose to the Lenders, concurrent with the time the Borrower   files a Form 10K/A with the SEC, (A) any material weaknesses disclosed in   such Form 10K/A in the design or operation of internal controls over   financial reporting that are reasonably likely to adversely affect the   Borrower’s ability to record, process, summarize and report financial   information; (B) a specific plan to address and remedy any such material   weaknesses in the Borrower’s internal control structure related to financial   reporting; and (C) the timetable by which the Borrower expects to correct any   such material weakness (the reporting identified in subclauses (A), (B) and   (C) collectively, the “Controls Reports”); and (v) the failure by the   Borrower to pay within two (2) Business Days of the Effective Date (or, in   the event such payment is not made for any technical or administrative   reason, such later date as reasonably agreed to by the respective payee) (x)   to Davis Polk & Ward-well LLP (“Davis Polk”) all reasonable and   documented fees and expenses invoiced no later than 5:00 p.m. Eastern on July   19, 2017 and (y) to Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), the   Amendment Transaction Fee (as defined in that certain Agreement confirming   the terms of the agreement among Houlihan Lokey, Davis Polk, the Lender Group   (as defined therein), and the Borrower, pursuant to which Davis Polk engaged   Houlihan Lokey, effective as of June 22, 2017, as financial advisor).   -3-Error! Unknown document property name. 


    




 










(e) As used in   this Agreement, the term “Waiver Termination Date” shall mean the earlier of   (x) October 17, 2017, unless, prior to October 17, 2017, upon the Borrower’s   written notice to the Lenders and payment, by or on behalf of the Borrower,   to the Administrative Agent, for the account of each Lender, of a fee equal   to 25 basis points on the aggregate principal amount of the Revolving Credit   Commitments and Term Loans of such Lender as of 4:00 p.m. New York City time   on the date such payment is made, November 16, 2017 and (y) the occur-rence   of a Limited Waiver Default. (f) As used in this Agreement, the term “Waiver   Finalization Date” shall mean the earliest date on which the Borrower shall   have delivered the Quarterly Reports, the Related Fi-nancial Statements and the   Controls Reports, and no Limited Waiver Default shall be continuing; provided   that the Waiver Finalization Date may not occur once the Waiver Termination   Date has occurred. 3. Amendments to Credit Documents. (a) On and as of the   Effective Date, the Credit Agreement shall be amended as set forth in the   blackline of the Credit Agreement attached hereto as Exhibit A (with deleted   text in-dicated textually as: stricken text and inserted text indicated   textually as: inserted text. A con-formed version of the Credit Agreement, as   amended by this Agreement, is attached hereto as Exhibit B. (b) On and as of   the Effective Date, Schedule 10.5 of the Credit Agreement, Sched-ule 6(a) of   the Security Agreement and Schedule 10 of the Perfection Certificate shall be   amend-ed to add reference to the “STI Notes” and Section 4.3 of the Security   Agreement is amended to add “ and, with respect to the STI Notes, within five   Business Days of the Amendment No. 1 Ef-fective Date” immediately after the   reference to “(or such longer period as the Collateral Agent may reasonably   agree)”. For purposes of the Credit Documents, “STI Notes” shall mean the   “$83,000,000 Purchase Money Note, dated as of December 16, 2016, issued by   Sequential Tech-nology International Holdings, LLC in favor of the Borrower,   maturing 180 days after the fifth anniversary of the issue date and related   $1.00 PIK Distribution Note, dated as of December 16, 2016, issued by   Sequential Technology International Holdings, LLC in favor of the Borrower,   maturing 180 days after the fifth anniversary of the issue date”. 4. Consent   Fees. On or prior to July 21, 2017, the Borrower shall pay, or cause to be   paid, to the Administrative Agent, for the account of each Lender who   consented to this Agreement by executing and delivering to the Administrative   Agent a signature page hereto by 8:00 p.m. New York City time, on or prior to   July 19, 2017 (each such Lender, a “Consenting Lender” and, collectively, the   “Consenting Lenders”), a consent fee equal to 85 basis points on the aggregate   principal amount of the Revolving Credit Commitments and Term Loans of such   Consenting Lender as of 8:00 p.m. New York City time on the Effective Date   (collectively, the “Consent Fees”); it being understood that all Consent Fees   payable to Consenting Lenders shall be payable in full only if consents from   the Required Lenders are received on or prior to the Effective Date. 5.   Effectiveness; Conditions Precedent. This Agreement shall be effective, as of   the date first above written, on the first date (the “Effective Date”) on   which each of the following conditions is satisfied: (a) The Administrative   Agent shall have received from the Borrower, the Guarantors, and Lenders   constituting at least the Required Lenders either a counterpart of this   Agreement signed on behalf of such party or evidence satisfactory to the   Administrative Agent -4-Error! Unknown document property name. 


    




 










(which may   include a facsimile transmission or transmission by electronic mail (in .pdf   or .tif format)) that such party has signed a counterpart of this Agreement.   (b) The representations and warranties set forth in Section 7 of this   Agreement shall be true and correct as of the date hereof. (c) Other than the   Anticipated Event of Default (and the underlying Defaults related thereto),   no Default or Event of Default shall have occurred and be continuing or would   occur after giving effect to this Agreement. 6. Reaffirmation. (a) Validity   of Obligations. The Borrower and each other Credit Party acknowledg-es and   agrees that, both before and after giving effect to this Agreement, the   Borrower and each other Credit Party is indebted to the Lenders and other Secured   Parties for the Obligations, with-out defense, counterclaim or offset of any   kind and the Borrower and each other Credit Party hereby ratifies and   reaffirms the validity, enforceability and binding nature of such   Obligations. The Borrower and each other Credit Party acknowledges and agrees   that, as of 5:00 p.m. on the Effective Date, the outstanding principal   balance of the Loans under the Credit Agreement is $897,750,000, exclusive of   interest, fees, expenses and other amounts that are chargeable or oth-erwise   reimbursable under the Credit Agreement and the other Credit Documents, all   of which the Credit Parties hereby acknowledge and agree are outstanding and   payable in accordance with the Credit Documents. (b) Validity of Guarantees.   Each Guarantor hereby confirms and agrees that, its guarantee and all of its   obligations under the Guarantee are, and shall continue to be, in full force   and effect, and shall apply to all Obligations and such guarantee is hereby   ratified and confirmed in all respects. (c) Validity of Liens and Credit   Documents. The Borrower and each other Credit Party hereby agrees and   confirms that the Credit Agreement and each other Credit Document constitutes   a legal, valid and binding obligation of the Borrower and each other Credit Party,   in each case, to the extent party to such Credit Document, enforceable   against the Borrower and each other Credit Party in accordance with its   terms. The Borrower and each other Credit Party hereby ratifies and reaffirms   its prior grant and the validity and enforceability (without defense,   counterclaim or offset of any kind) of the Liens and security interests   granted to the Collateral Agent for the benefit of the Secured Parties to   secure the Obligations by the Borrower and the other Credit Party pursuant to   the Credit Documents and hereby confirms and agrees all such Liens and   security interests shall continue, unimpaired, in full force and effect,   after giving effect to this Agreement. Except as expressly amended by this   Agreement, each Credit Document is, and shall continue to be, in full force   and effect and is hereby ratified and confirmed in all respects, except that,   on and after the effectiveness of this Agreement, each reference in the   Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” (and each   reference in the Credit Agreement to this “Agreement”, “hereunder” or   “hereof”) or words of like import shall mean and be a reference to the Credit   Agreement as amended by this Agreement. This Agreement shall constitute a   “Credit Document” for purposes of the Credit Agreement. 7. Representations   and Warranties. Each Credit Party represents and warrants as follows: (a)   Power; Authorization; Enforceable Obligations. The Borrower and each other   Credit Party has the requisite power and authority, and the legal right, to   enter into this -5-Error! Unknown document property name. 


    




 










Agreement. The   Borrower and each other Credit Party has taken all necessary corporate or   other organizational action to authorize the execution, delivery and   performance of this Agreement. This Agreement constitutes a legal, valid and   binding obligation of the Borrower and each other Credit Party signatory   hereto, enforceable against the Borrower and each other Credit 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). (b) Accuracy of Representations and Warranties. Immediately after   giving effect to this Agreement on the Effective Date, the representations   and warranties of the Borrower and each other Credit Party set forth in the   Credit Documents (including, for the avoidance of doubt, in the Credit   Agreement) are true and correct in all material respects on and as of the   Effective Date to the same extent as though made on and as of the Effective   Date, except to the extent such representations and warranties specifically   relate to an earlier date, in which case such representations and warranties   were true and correct in all material respects on and as of such earlier   date; provided that any representation and warranty that is qualified as to   “materiality,” “Material Adverse Effect” or similar language is true and   correct (after giving effect to any qualification therein) in all respects on   such respective dates. (c) No Default or Event of Default. As of the   Effective Date, immediately after giving effect to this Agreement, no Default   (other than the underlying Default related to the Anticipated Event of   Default) or Event of Default exists. 8. No Novation; No Waiver. This   Agreement shall not extinguish the Obligations for the payment of money   outstanding under the Credit Agreement or discharge or release the Liens or   priority of the Liens granted under any Credit Document or any other security   therefor or any guarantee thereof, and the Liens and security interests   existing immediately prior to the Effective Date in favor of the Collateral   Agent for the benefit of the Secured Parties or any other Secured Party   securing payment of the Obligations are in all respects continuing and in   full force and effect with respect to all Obligations. Nothing herein   contained shall be construed as a novation of any of the Credit Documents or   a substitution or novation of the Obligations outstanding under the Credit   Agreement or instruments guaranteeing or securing the same, which instruments   shall remain and continue in full force and effect. Nothing expressed or   implied in this Agreement or any other document contemplated hereby shall be   construed as a release or other discharge of any Credit Party under the   Credit Agreement or any other Credit Document from any of its obligations and   liabilities thereunder, and except as expressly provided, such obligations   and liabilities are in all respects continuing with only the terms being   modified as provided in this Agreement. 9. Further Assurances. The Credit   Parties agree to promptly take such action, upon the reasonable request of   the Administrative Agent, as is necessary to carry out the intent of this   Agreement. 10. Counterparts. This Agreement is a Credit Document. This   Agreement may be executed by the parties hereto in 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 counterpart   of a signature page to this Agreement by fax, email or other electronic transmission   shall be effective as delivery of a manually executed counterpart of this   Agreement. 11. Release of Liability. In consideration of, among other things,   the Limited Waiver pro-vided for herein, the Borrower and the Credit Parties   and their respective successors and assigns jointly and severally release,   acquit and forever discharge the Secured Parties that are Consenting Lenders,   and -6-Error! Unknown document property name. 


    




 










their   respective subsidiaries, parents, affiliates, officers, directors, employees,   agents, attorneys, partners, successors and assigns, both present and former   (collectively, the “Secured Parties’ Affiliates”) from any and all manner of   actions, causes of action, suits, debts, controversies, damages, judgments,   executions, claims (including without limitation crossclaims, counterclaims   and rights of set-off and recoupment) and demands whatsoever, whether known   or unknown, whether now existing or hereafter arising, whether asserted or   unasserted, in contract, tort, law or equity which the Borrower or the Credit   Parties has or may have against any of the Secured Parties and/or the Secured   Parties’ Affiliates by reason of any action, failure to act, matter or thing   whatsoever arising from or based on facts occurring prior to the date hereof,   including, but not limited to, any claim or defense that relates to, in whole   or in part, directly or indirectly, (i) entering into this Waiver or any   other Credit Document, (ii) any covenants, agreements, duties or obli-gations   set forth in this Waiver or any other Credit Document; or (iii) any actions   or omissions of any of the Secured Parties and/or the Secured Parties’   Affiliates in connection with the initiation or continuing exercise of any   right or remedy contained in this Waiver or any other Credit Document or at   law or in equity; provided that nothing herein shall be deemed a prospective   release of liability, including as a re-sult of any actions taken from and   after the date hereof; provided further that nothing herein shall be deemed a   release of liability from any gross negligence or willful misconduct. 12.   GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES   HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE   WITH, THE LAW OF THE STATE OF NEW YORK. 13. Effect of this Agreement. Except   as expressly set forth herein, this Agreement shall not by implication or   otherwise limit, impair, constitute a waiver of, or otherwise affect the   rights and remedies of the Administrative Agent or the Lenders under the   Credit Agreement or any other Credit Document, and shall not alter, modify,   amend or in any way affect any of the terms, conditions, obligations,   covenants or agreements contained in the Credit Agreement or any other Credit   Document, all of which are ratified and affirmed in all respects and shall   continue in full force and effect. Nothing herein shall be deemed to entitle   any Credit Party to any other consent to, or any other waiver, amendment,   modification or other change of, any of the terms, conditions, obligations,   covenants or agreements contained in the Credit Agreement or any other Credit   Document in similar or different circumstances. 14. Successors and Assigns.   This Agreement shall be binding upon and inure to the benefit of the parties   hereto and their respective successors and assigns. 15. Consent to   Jurisdiction; Waiver of Jury Trial. The jurisdiction and waiver of jury trial   provisions set forth in Sections 13.12 and 13.15 of the Credit Agreement are   hereby incorporated by reference, mutatis mutandis. 16. Notice. A copy of all   communications and notices provided by Borrower hereunder shall be provided   to Davis Polk, as counsel to the Consenting Lenders, at the following   address: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY   10017 Attn: Damian S. Schaible Michelle M. McGreal   damian.schaible@davispolk.com michelle.mcgreal@davispolk.com -7-Error!   Unknown document property name. 


    




 










[remainder of   page intentionally left blank] -8-Error! Unknown document property name. 


    




 










IN WITN ESS WH   E REOF, the parti es hereto have caused this Agreement to be duly executed as   of the date first above written. SYNCHRONOSS TECHNOLOGIES, INC., as the   Borrower By: Na c €. o Title: INTRALINKS HOLDINGS, I NC., as a Guarantor By:   INTRALINKS, INC., as a Guarantor By: Name: Title: [Signature Page to First   Amendment and Limi ted Waiver to Credit Agreemen t] 


    




 










GOLDMAN SACHS   BANK USA, as Admi Agent / / By: [Signature Page to First Amendment and   Limited Waiver to Credit Agreement] 


    




 










Exhibit A   Blackline of Amended Credit Agreement [Signature Page to First Amendment and   Limited Waiver to Credit Agreement] Error! Unknown document property name. 


    




 










Execution   Version CREDIT AGREEMENT dated as of January 19, 2017 as amended by the First   Amendment and Limited Waiver dated as of July 19, 2017 among SYNCHRONOSS   TECHNOLOGIES, INC., as the Borrower, The Several Lenders from Time to Time   Parties Hereto, GOLDMAN SACHS BANK USA, as the Administrative Agent, the   Collateral Agent, the Swingline Lender, a Letter of Credit Issuer and a   Lender, and GOLDMAN SACHS BANK USA, CREDIT SUISSE SECURITIES (USA) LLC,   MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, KEYBANC CAPITAL   MARKETS INC. and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and   Joint Bookrunners #8983238089847286v115 


    




 










TABLE OF CONTE   NTS Page Section 1. Definitions 1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10   1.11 1.12 Defined Terms 1 Other Interpretive Provisions 61 Accounting Terms   62 Rounding 62 References to Agreements, Laws, Etc 63 Exchange Rates 63 Rates   63 Times of Day 63 Timing of Payment or Performance 63 Certifications 63   Compliance with Certain Sections 63 Pro Forma and Other Calculations 64   Section 2. Amount and Terms of Credit 66 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9   2.10 2.11 2.12 2.13 2.14 2.15 2.16 Commitments 66 Minimum Amount of Each   Borrowing; Maximum Number of Borrowings 68 Notice of Borrowing 68   Disbursement of Funds 69 Repayment of Loans; Evidence of Debt 70 Conversions   and Continuations 72 Pro Rata Borrowings 72 Interest 73 Interest Periods 73   Increased Costs, Illegality, Etc 74 Compensation 76 Change of Lending Office   77 Notice of Certain Costs 77 Incremental Facilities 77 Permitted Debt   Exchanges 84 Defaulting Lenders 85 Section 3. Letters of Credit 87 3.1 3.2   3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 Letters of Credit 87 Letter of Credit   Requests 89 Letter of Credit Participations 90 Agreement to Repay Letter of   Credit Drawings 92 Increased Costs 94 New or Successor Letter of Credit   Issuer 94 Role of Letter of Credit Issuer 95 Cash Collateral 96 Applicability   of ISP and UCP 97 Conflict with Issuer Documents 97 -i-#8983238089847286v115 


    




 










3.11 3.12   Letters of Credit Issued for Restricted Subsidiaries 97 Provisions Related to   Extended Revolving Credit Commitments 97 -i-#8983238089847286v115 


    




 










Page Section 4.   Fees 98 4.1 4.2 4.3 Fees 98 Voluntary Reduction of Revolving Credit   Commitments 99 Mandatory Termination of Commitments 99 Section 5. Payments 99   5.1 5.2 5.3 5.4 5.5 5.6 Voluntary Prepayments 99 Mandatory Prepayments 100   Method and Place of Payment 103 Net Payments 104 Computations of Interest and   Fees 108 Limit on Rate of Interest 108 Section 6. Conditions Precedent to   Initial Borrowing 108 6.1 6.2 6.3 6.4 6.5 Credit Documents 108 Collateral 109   Legal Opinions 109 Closing Certificates 109   AuthorizationofProceedingsoftheBorrowerandtheGuarantors; Corporate Documents   109 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 Fees 110 Representations   and Warranties 110 Solvency Certificate 110 Acquisition 110 Patriot Act 110   Pro Forma Balance Sheet 110 Financial Statements 111 No Company Material   Adverse Effect 111 Refinancing 111 Notice of Term Loan Borrowing 111 Section   7. Conditions Precedent to All Credit Events after the Closing Date 111 7.1   7.2 No Default; Representations and Warranties 111 Notice of Borrowing 111   Section 8. Representations and Warranties 112 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8   8.9 8.10 Corporate Status 112 Corporate Power and Authority 112 No Violation   112 Litigation 113 Margin Regulations 113 Governmental Approvals 113   Investment Company Act 113 True and Complete Disclosure 113 Financial   Condition; Financial Statements 113 Compliance with Laws; No Default 114   -ii-#8983238089847286v115 


    




 










Page 8.11 8.12   8.13 8.14 8.15 8.16 8.17 8.18 8.19 8.20 Tax Matters 114 Compliance with ERISA   114 Subsidiaries 114 Intellectual Property 115 Environmental Laws 115   Properties 115 Solvency 115 Patriot Act 115 Anti-Corruption Laws; Anti-Money   Laundering Laws and Sanctions 116 EEA Financial Institutions 116 Section 9.   Affirmative Covenants 116 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12   9.13 9.14 9.15 9.16 Information Covenants 116 Books, Records, Inspections and   Discussions; Lender Calls 119 Maintenance of Insurance 120 Payment of Taxes   120 Preservation of Existence; Consolidated Corporate Franchises 120   Compliance with Statutes, Regulations, Etc 121 ERISA 121 Maintenance of   Properties 121 Transactions with Affiliates 121 End of Fiscal Years 122   Additional Guarantors and Grantors 123 Pledge of Additional Stock and   Evidence of Indebtedness 123 Use of Proceeds 123 Further Assurances 124   Maintenance of Ratings 125 Lines of Business 125 Section 10. Negative   Covenants 125 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 Limitation on   Indebtedness 126 Limitation on Liens 131 Limitation on Fundamental Changes   131 Limitation on Sale of Assets 132 Limitation on Restricted Payments 134   Limitation on Investments 135 Limitation on Subsidiary Distributions 138   Limitation on Prepayments of Subordinated Indebtedness 139 Financial Covenants   140 Section 11. Events of Default 140 11.1 11.2 11.3 11.4 11.5 11.6 Payments   140 Representations, Etc 140 Covenants 141 Default Under Other Agreements 141   Bankruptcy, Etc 142 ERISA 142 -iii-#8983238089847286v115 


    




 










Page 11.7 11.8   11.9 11.10 11.11 11.12 11.13 Guarantee 142 [Reserved] 142 Security Agreement   143 Judgments 143 Change of Control 143 Remedies Upon Event of Default 143   Application of Proceeds 144 Section 12. The Agents 145 12.1 12.2 12.3 12.4   12.5 12.6 Appointment 145 Delegation of Duties 145 Exculpatory Provisions 145   Reliance by Agents 146 Notice of Default 147 Non-Reliance on Administrative   Agent, Collateral Agent, and Other Lenders 147 12.7 12.8 12.9 12.10 12.11   12.12 12.13 Indemnification 147 Agents in Their Individual Capacities 148   Successor Agents 149 Withholding Tax 150 Agents Under Security Documents and   Guarantee 150 Right to Realize on Collateral and Enforce Guarantee 151   Intercreditor Agreement Governs 152 Section 13. Miscellaneous 152 13.1 13.2 13.3   13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12 13.13 13.14 13.15 13.16 13.17   13.18 13.19 13.20 13.21 13.22 13.23 Amendments, Waivers, and Releases 152   Notices 156 No Waiver; Cumulative Remedies 157 Survival of Representations   and Warranties 157 Payment of Expenses; Indemnification 157 Successors and   Assigns; Participations and Assignments 158 Replacements of Lenders Under   Certain Circumstances 163 Adjustments; Set-off 164 Counterparts 165   Severability 165 Integration 165 GOVERNING LAW 165 Submission to   Jurisdiction; Waivers 165 Acknowledgments 166 WAIVERS OF JURY TRIAL 167   Confidentiality 167 Direct Website Communications 168 USA PATRIOT Act 170   Payments Set Aside 170 No Fiduciary Duty 170 Nature of Borrower Obligations   171 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 172   Flood Matters 172 -iv-#8983238089847286v115 


    




 










SCHEDULES   Schedule 1.1(a) Schedule 1.1(b) Schedule 1.1(c) Schedule 1.1(d) Schedule 8.13   Schedule 9.14 Schedule 10.1 Schedule 10.2 Schedule 10.6 Schedule 13.2   Commitments of Lenders Letter of Credit Issuers Letters of Credit Existing on   the Closing Date Secured Cash Management Agreements Existing on the Closing   Date Subsidiaries Post-Closing Actions Closing Date Indebtedness Closing Date   Liens Closing Date Investments Notice Addresses EXHIBITS Exhibit A Exhibit B   Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G-1 2 1 Exhibit H-2 1 Form of   Joinder Agreement Form of Guarantee [Reserved] Form of Security Agreement   Form of Credit Party Closing Certificate Form of Assignment and Acceptance   Form of Promissory Note (Initial Term Loans) Exhibit G-Form of Promissory   Note (Revolving Credit Loans) Exhibit H-Form of First Lien Intercreditor   Agreement Form of Second Lien Intercreditor Agreement Exhibit I-Form of   Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For   U.S. Federal Income Tax Purposes) Form of Non-Bank Tax Certificate (For   Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)   Form of Non-Bank Tax Certificate (For Non-U.S. Participants That Are Not   Partnerships For U.S. Federal Income Tax Purposes) Form of Non-Bank Tax   Certificate (For Foreign Participants That Are Partnerships For U.S. Federal   Income Tax Purposes) Form of Notice of Borrowing or Continuation or   Conversion Exhibit I-2 Exhibit I-3 Exhibit I-4 Exhibit J   -v-#8983238089847286v115 


    




 










CREDIT   AGREEMENT CREDITAGREEMENT,dated asofJanuary 19,2017,among SYNCHRONOSS   TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the lending   institutions from time to time parties hereto (each a “Lender” and,   collectively, the “Lenders”), and GOLDMAN SACHS BANK USA, as the   Administrative Agent, the Collateral Agent, the Swingline Lender and a Letter   of Credit Issuer (such terms and each other capitalized term used but not   defined in this preamble having the meaning provided in Section 1). WHEREAS,   pursuant to that certain Agreement and Plan of Merger, dated as of December   5, 2016 (the “Acquisition Agreement”), by and among the Borrower, GL Merger   Sub, Inc. (“Merger Sub”) and Intralinks Holdings, Inc. (“Target”), the   Borrower will acquire Target (together with the other transactions   contemplated in the Acquisition Agreement, the “Acquisition”); WHEREAS, in   connection with the foregoing, the Borrower has requested that (i) the Term   Lenders extend credit in the form of Initial Term Loans to the Borrower on   the Closing in an aggregate principal amount of $900,000,000, (ii) the   Revolving Credit Lenders extend in the form of Revolving Credit Loans made   available to the Borrower at any time and from Loan Date, credit time to time   prior to the Revolving Credit Maturity Date, in an aggregate principal amount   at any time outstanding not in excess of, initially, $200,000,000100,000,000   less the sum of (1) aggregate Letters of Credit Outstanding at such time and   (2) the aggregate principal amount of all Swingline Loans outstanding at such   time, (iii) the Letter of Credit Issuers issue Letters of Credit at any time   and from time to time prior to the L/C Facility Maturity Date, in an   aggregate Stated Amount at any time outstanding not in excess of $25,000,000   and (iv) the Swingline Lender extend credit in the form of Swingline Loans at   any time and from time to time prior to the Swingline Maturity Date, in an aggregate   principal amount at any time outstanding not in excess of $15,000,000;   WHEREAS, the proceeds of the Initial Term Loans will be used, together with   (i) any net proceeds of borrowings by the Borrower hereunder and (ii) cash on   hand, to effect the Acquisition, to consummate the Closing Date Refinancing   and to pay Transaction Expenses; WHEREAS, the Lenders and Letter of Credit   Issuers are willing to make available to the Borrower such term loan and   revolving credit and letter of credit facilities upon the terms and subject   to the conditions set forth herein; NOW, THEREFORE, in consideration of the   premises and the covenants and agreements contained herein, the parties   hereto hereby agree as follows: Section 1. Definitions 1.1 Defined Terms. As   used herein, the following terms shall have the meanings specified in this   Section 1.1 unless the context otherwise requires (it being understood that   defined terms in this Agreement shall include in the singular number the   plural and in the plural the singular): “ABR” shall mean for any day a   fluctuating rate per annum equal to the highest of (i) the Federal Funds   Effective Rate plus 1/2 of 1%, (ii) the rate of interest in effect for such   day as determined from time to time by the Administrative Agent as its “prime   rate” at its principal office in New York City, and (iii) the Adjusted LIBOR   Rate then in effect that would be payable in respect of a LIBOR Loan borrowed   on such date (which rate shall be calculated based on an Interest Period of   one month as of such date) plus 1.00%. Any change in the ABR due to a change   in such rate determined by the Administrative Agent or #8983238089847286v115 


    




 










in the Federal   Funds Effective Rate or Adjusted LIBOR Rate shall take effect at the opening   of business on the day of such change. “ABR Loan” shall mean each Loan   bearing interest based on the ABR. “Accepting Term Loan Lender” shall have   the meaning provided in Section 5.2(f). “Acquired EBITDA” shall mean, with   respect to any Acquired Entity or Business or any Converted Restricted   Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the   amount for such period of Consolidated EBITDA of such Pro Forma Entity   (determined using such definitions as if references to the Borrower and the   Restricted Subsidiaries therein were to such Pro Forma Entity and its   Restricted Subsidiaries), all as determined on a consolidated basis for such   Pro Forma Entity in accordance with GAAP. “Acquired Entity or Business” shall   have the meaning provided in the definition of the term Consolidated EBITDA.   “Acquired Indebtedness” shall mean, with respect to any specified Person, (i)   Indebtedness of any other Person existing at the time such other Person is   merged, consolidated, or amalgamated with or into or became a Restricted   Subsidiary of such specified Person, including Indebtedness incurred in   connection with, or in contemplation of, such other Person merging, consolidating,   or amalgamating with or into or becoming a Restricted Subsidiary of such   specified Person, and (ii) Indebtedness secured by a Lien encumbering any   asset acquired by such specified Person. “Acquisition” shall have the meaning   provided in the recitals to this Agreement. “Acquisition Agreement” shall   have the meaning provided in the recitals to this Agreement. “Acquisition   Model” shall mean the Borrower’s financial model, dated November 30, 2016,   used in connection with the syndication of the Credit Facilities. “Additional   Revolving Credit Commitment” shall have the meaning provided in Section   2.14(a). “Additional Revolving Credit Loan” shall have the meaning provided   in Section 2.14(b). “Additional Revolving Loan Lender” shall have the meaning   provided in Section 2.14(b). “Adjusted LIBOR Rate” shall mean, with respect   to any LIBOR Rate Borrowing for any Interest Period, an interest rate per   annum equal to the product of (i) the LIBOR Rate in effect for such Interest   Period and (ii) Statutory Reserves; provided that, if the Adjusted LIBOR Rate   shall be less than zero1.00%, such rate shall be deemed zero1.00% for   purposes of this Agreement. “Adjusted Total Initial Term Loan Commitment”   shall mean at any time the Total Initial Term Loan Commitment less the   Initial Term Loan Commitments of all Defaulting Lenders. “Adjusted Total   Revolving Credit Commitment” shall Revolving Credit Commitment less the   aggregate Revolving Credit Lenders. mean at any time the Total Commitments of   all Defaulting “Adjusted Total Term Loan Commitment” shall mean at any time   the Total Term -2-#8983238089847286v115 


    




 










Loan Commitment   less the Term Loan Commitments of all Defaulting Lenders.   -3-#8983238089847286v115 


    




 










“Administrative   Agent” shall mean Goldman Sachs Bank USA, as the administrative agent for the   Lenders under this Agreement and the other Credit Documents, or any successor   administrative agent pursuant to Section 12.9. “Administrative Agent’s   Office” shall mean the Administrative Agent’s address and, as appropriate,   account as set forth on Schedule 13.2 or such other address or account as the   Administrative Agent may from time to time notify the Borrower and the   Lenders. “Administrative Questionnaire” shall have the meaning provided in   Section 13.6(b)(ii)(D). “Affiliate” shall mean, with respect to any Person,   any other Person directly or indirectly controlling, controlled by, or under   direct or indirect common control with such Person. A Person shall be deemed   to control another Person if such Person possesses, directly or indirectly,   the power to direct or cause the direction of the management and policies of   such other Person, whether through the ownership of voting securities, by   contract or otherwise. “Agent Parties” shall have the meaning provided in   Section 13.17(b). “Agents” shall mean the Administrative Agent, the   Collateral Agent and each of the Joint Lead Arrangers and Joint Bookrunners.   “Agreement” shall mean this Credit Agreement. “Amendment No. 1” shall mean   that First Amendment and Limited Waiver to Credit Agreement, dated as of July   19, 2017, among the Borrower, the Lenders party thereto, and the   Administrative Agent. “Amendment No. 1 Consenting Lenders” shall mean the   Consenting Lenders as defined in Amendment No. 1. “Amendment No. 1 Effective   Date” shall mean the Effective Date, as defined in Amendment No. 1.   “Anti-Corruption Laws” means all laws, rules, and regulations of any   jurisdiction applicable to the Borrower and its affiliated companies   concerning or relating to bribery or corruption, including, without   limitation, under the United States Foreign Corrupt Practices Act of 1977, as   amended, (the “FCPA”) and the rules and regulations thereunder and the UK   Bribery Act. “Anti-Money Laundering Laws” means any and all laws, statutes,   regulations or obligatory government orders, decrees, ordinances or rules   applicable to the Borrower and its affiliated companies related to terrorism   financing or money laundering, including any applicable provision of the   Patriot Act and The Currency and Foreign Transactions Reporting Act (also   known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§   1818(s), 1820(b) and 1951-1959). “Applicable Margin” shall mean a percentage   per annum equal to: (i) (1) prior to the Amendment No. 1 Effective Date, (x)   for LIBOR Loans that are Initial Term Loans, 2.75% and (2y) for ABR Loans   that are Initial Term Loans, 1.75%; and, (2) on and after the Amendment No. 1   Effective Date through and including the day prior to the earlier of (i) the   Initial Period End Date and (ii) June 15, 2018, (x) for LIBOR Loans that are   Initial Term Loans, 4.50% and (y) for ABR Loans that are Initial Term Loans,   3.50%, (ii) (a) until delivery of financial statements and a related Compliance   Certificate for the first full -4-#8983238089847286v115 


    




 










fiscal quarter   commencing on or after the Closing Date pursuant to Section 9.1, (3) on and   after the earlier of (i) the Initial Period End Date and (ii) June 15, 2018,   if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as   set forth in the most recent Compliance Certificate received by the   Administrative Agent pursuant to Section 9.1(b)) is less than or equal to   5.00 to 1.00, (x) for LIBOR Loan that are Initial Term Loans, 5.75% and (y)   for ABR Loans that are Initial Term Loans, 4.75% and (4) on and after the   earlier of (i) the Initial Period End Date and (ii) June 15, 2018, if the   Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as set forth   in the most recent Compliance Certificate received by the Administrative   Agent pursuant to Section 9.1(b)) is greater than 5.00 to 1.00, (x) for LIBOR   Loan that are Initial Term Loans, 6.75% and (y) for ABR Loans that are   Initial Term Loans, 5.75%; provided, that if the Initial Period End Date   occurs on a date after December 15, 2017 when the Borrower or its   counterparty publicly discloses that the Borrower or such counterparty will   no longer pursue an End Date Transaction that the Borrower had publicly   announced, or that such End Date Transaction cannot or will not be   consummated for any reason, then the Applicable Margin for the period from   December 15, 2017 through and including the Initial Period End Date shall   retroactively be the Applicable Margin that would have been in effect had the   Initial Period End Date occurred on December 15, 2017, and any amounts on   account of such retroactive Applicable Margin that have not yet been paid   shall become due and payable on the third Business Day following the date of   such disclosure; provided, further, that if the Restated Financial Statements   show an amount of net revenue for any fiscal year ended December 31, 2015,   December 31, 2016 and, if applicable, December 31, 2014 that varies by   greater than 15% of the net revenue set forth on consolidated balance sheets   and related consolidated income statements of the Borrower and the Restricted   Subsidiaries for such fiscal year that had originally been filed with the   SEC, then the Applicable Margin set forth in clauses (2), (3) and (4) hereof   shall be 0.25% greater than is otherwise set forth in this subparagraph (i),   which increase shall be retroactive to the Amendment No. 1 Effective Date and   due and payable within three Business Days thereof; and (ii) (1) prior to the   Amendment No. 1 Effective Date, (x) for LIBOR Loans that are Revolving Credit   Loans, 2.50%, (2y) for ABR Loans that are Revolving Credit Loans, 1.50%, and   (3z) for Letter of Credit Fees, 0.125% per annum; and (2) on and after the   Amendment No. 1 Effective Date through and including the day prior to the   Initial Period End Date, (b) thereafterx) for LIBOR Loans that are Revolving   Credit Loans, 4.50%, (y) for ABR Loans that are Revolving Credit Loans,   3.50%, and (z) for Letter of Credit Fees, 0.125% per annum; and (3) on and   after the Initial Period End Date, in connection with Revolving Credit Loans   and Letter of Credit Fees, the percentages per annum set forth in the table   below, based upon the Consolidated First Lien Secured Debt to Consolidated   EBITDA Ratio as set forth in the most recent Compliance Certificate received   by the Administrative Agent pursuant to Section 9.19.1(b):   -5-#8983238089847286v115 


    




 










Any increase or   decrease in the Applicable Margin for Revolving Credit Loans resulting from a   change in the Consolidated First Lien Secured Debt to Consolidated EBITDA   Ratio shall become effective as of the first Business Day immediately   following the date a delivered pursuant to Section 9.1(d). Compliance   Certificateis Notwithstanding the foregoing, (a) the Applicable Margin in   Extended Revolving Credit Commitments or any Extended Term Loans respect of   any Class of or Revolving Credit Loans made pursuant to any Extended   Revolving Credit Commitments shall be the applicable percentages per annum   set forth in the relevant Extension Amendment, (b) the Applicable Margin in   respect of any Class of Additional Revolving Credit Commitments, any Class of   Incremental Loans, or any Class of Loans in respect of Additional Revolving   Credit Commitments shall be the applicable percentages per annum set forth in   the relevant Joinder Agreement, (c) the Applicable Margin in respect of any   Class of Replacement Term Loans shall be the applicable percentages per annum   set forth in the relevant agreement, (d) the Applicable Margin in respect of   any Class of Refinancing Indebtedness that would constitute Revolving Credit   Commitments shall be the applicable percentages per annum set forth in the   relevant agreement and (e) in the case of the Term Loans and any Class of   Incremental Loans, the Applicable Margin shall be increased as, and to the   extent, necessary to comply with the provisions of Section 2.14.   Notwithstanding anything to the contrary contained above in this definition   or elsewhere in this Agreement, if it is subsequently determined that the   Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio set forth   in any Compliance Certificate delivered to the Administrative Agent is   inaccurate for any reason and the result thereof is that the Lenders received   interest or fees for any period based on an Applicable Margin that is less   than that which would have been applicable had the Consolidated First Lien   Secured Debt to Consolidated EBITDA Ratio been accurately determined, then,   for all purposes of this Agreement, the Applicable Margin for any day   occurring within the period covered by such Compliance Certificate shall   retroactively be deemed to be the relevant percentage as based upon the   accurately determined Consolidated First Lien Secured Debt to Consolidated   EBITDA Ratio for such period, and any shortfall in the interest or fees   theretofore paid by the Borrower for the relevant period as a result of the   miscalculation of the Consolidated First Lien Secured Debt to Consolidated   EBITDA Ratio shall be deemed to be (and shall be) due and payable, at the   time the interest or fees for such period were required to be paid; provided   that notwithstanding the foregoing, so long as an Event of Default described   in Section 11.5 has not occurred with respect to the Borrower, such shortfall   shall be due and payable within #89832380v1 -6-Pricing Consolidated First   Lien Secured Debt to Consolidated Letter of ABR Rate Adjusted LIBOR Rate I   > 3.50:1.00 0.125% 3.50% 4.50% III < 3.50:1.00 but > 2.75:1.00 0.125%   1.503.25% 2.504.25% IIIII << 2.75:1.00 but > 2.25:1.00 0.125%   1.253.00% 2.254.00% IIIIV < 2.25:1.00 0.125% 1.002.75% 2.003.75% 


    




 










five Business   Days following the written demand thereof by the Administrative Agent and no   Default shall be deemed to have occurred as a result of such non-payment   until the expiration of such five Business Day period. In addition, at the   option of the Required Revolving Credit Lenders, at any time during which the   Borrower shall have failed to deliver any of the Section 9.1 Financials by   the applicable date required under Section 9.1, then the Consolidated First   LienSecured Debt to Consolidated EBITDA Ratio shall be deemed to be, with   respect to (ii) above, in Pricing Level I for the purposes of determining the   Applicable Margin (but only for so long as such failure #89832380v1 -7- 


    




 










continues,   after which such ratio and Pricing Level and shall be determined based on the   then existing Consolidated First Lien Secured Debt to Consolidated EBITDA   Ratio). “Approved Fund” shall mean any Fund that is administered or managed   by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) an entity or an   Affiliate of an entity that administers, advises or manages a Lender. “Asset   Sale” shall mean: (i) the sale, conveyance, transfer, or other disposition,   whether in a single transaction or a series of related transactions, of   property or assets (including by way of a Sale Leaseback) (each a   “disposition”) of the Borrower or any Restricted Subsidiary, or (ii) the   issuance or sale of Equity Interests of any Restricted Subsidiary, whether in   a transaction or a series of related transactions, single in each case, other   than: (a) any disposition of Cash Equivalents or Investment Grade Securities   or obsolete, worn out or surplus property or property (including leasehold   property interests) that is no longer economically practical in its business   or commercially desirable to maintain or no longer used or useful equipment   in the ordinary course of business or any disposition of inventory,   immaterial assets, or goods (or other assets) in the ordinary course of   business; (b) the disposition of all or substantially all of the assets of   the Borrower in a manner permitted pursuant to Section 10.3(a);[reserved] (c)   the incurrence of Liens that are permitted to be incurred pursuant to Section   10.2 or the making of any Restricted Payment or Investments permitted to be   made pursuant to Sections 10.5 or 10.6, respectively; (d) any disposition of   assets or issuance or sale of Equity Interests of any Restricted Subsidiary   in any transaction or series of transactions with an aggregate Fair Market   Value of less than the greater of (a) $10.0 million and (b) 0.5% Consolidated   Total Assets for the most recently ended Test Period (calculated on a Pro   Forma Basis) at the time of such disposition;, with respect to any individual   disposition of assets or issuance or sale of Equity Interests of any   Restricted Subsidiary, of $1.0 million, up to an aggregate amount of $5.0   million; (e) any disposition of property or assets or issuance of securities   by (1) a Restricted Subsidiary to the Borrower or (2) by the Borrower or a   Restricted Subsidiary to another Restricted Subsidiary; provided that any   disposition made pursuant to this clause (e) to Restricted Subsidiaries that   are not Guarantors shall be treated as Investments made pursuant to Section   10.6(a) hereof for purposes of the proviso set forth in Section 10.6(a)   hereof; (f) to the extent allowable under Section 1031 of the Code, or any   comparable or successor provision, any exchange of like property (excluding   any boot thereon) for use in a Similar Business[reserved];   #8983238089847286v115 -8- 


    




 










(g) any   issuance, sale or pledge of Equity Interests in, or Indebtedness, or other   securities of, an Unrestricted Subsidiary[reserved]; (h) foreclosures,   condemnation, casualty or any similar action on assets (including dispositions   in connection therewith); #8983238089847286v115 -9- 


    




 










(i) sales of   accounts receivable, or participations therein, and related assets in   connection with any Receivables Facility[reserved]; (j) any financing   transaction with respect to property built or acquired by the Borrowerorany   RestrictedSubsidiary afterthe Closing Date,including Sale Leasebacks and   asset securitizations permitted by this Agreement; (k) (1) any surrender or   waiver of contractual rights or the settlement, release, or surrender of   contractual rights or other litigation claims, (2) the termination or   collapse of cost sharing agreements with the Borrower or any Subsidiary and   the settlement of any crossing payments in connection therewith, or (3) the   settlement, discount, write off, forgiveness, or cancellation of any   Indebtedness owing by any present or former consultants, directors, officers,   or employees of the Borrower or any Subsidiary or any of their successors or   assigns; (l) the disposition or discount of inventory, accounts receivable,   or notes receivable in the ordinary course of business or the conversion of   accounts receivable to notes receivable; (m)the non-exclusive licensing,   cross-licensing or sub-licensing of Intellectual Property or other general   intangibles (whether pursuant to franchise agreements or otherwise) in the   ordinary course of business; (n) the unwinding of any Hedging Obligations or   obligations in respect of Cash Management Services; (o) sales, transfers, and   other dispositions of Investments in joint ventures to the extent required   by, or made pursuant to, customary buy/sell arrangements between the joint   venture parties set forth in joint venture arrangements and similar binding   arrangements; (p) the lapse or abandonment of Intellectual Property rights in   the ordinary course of business, which in the reasonable business judgment of   the Borrower are not material to the conduct of the business of the Borrower   and the Restricted Subsidiaries, taken as a whole; (q) the issuance of   directors’ qualifying shares and shares issued to foreign nationals as   required by applicable law; (r) dispositions of property to the extent that   (1) such property is exchanged for credit against the purchase price of   similar replacement property that is promptly purchased or (2) the proceeds   of such Asset Sale are promptly applied to the purchase price of such   replacement property (which replacement property is actually promptly   purchased); (sr) leases, assignments, subleases, licenses, or sublicenses, in   each case in the ordinary course of business and which do not materially   interfere with the business of the Borrower and the Restricted Subsidiaries,   taken as a whole; (ts) dispositions of non-core assets acquired in connection   with any Permitted Acquisition or Investment permitted hereunder; and (each   such disposition, a “Permitted #89832380v1 -10- 


    




 










Non-Core Asset   Disposition”), provided that (i) such Permitted Non-Core Asset Disposition is   sold for Fair Market Value and (ii) at least 75% of the consideration   therefor received by the Borrower or Restricted Subsidiary, as the case may   be, is in the form of cash or Cash Equivalents; and (vt) other Asset Sales   with a Fair Market Value, together with all dispositions of assets or sale of   Equity Interests of any Restricted Subsidiaries described in clause (d) of   the definition of Asset Sales, less than or equal to the greater of (x)$10.0   million. $20.0 million and (y) 1.0% Consolidated Total Assets for the most   recently ended Test Period (calculated on a Pro Forma Basis) in the   aggregate. #89832380v1 -11- 


    




 










“Asset Sale   Prepayment Event” shall mean any Asset Sale subject to the Reinvestment   Period allowed in Section 10.4, any Permitted Non-Core Asset Disposition, and   any transaction under clause (11)(a) of the definition of “Asset Sale”   provided herein; provided, further, that with respect to any Asset Sale   Prepayment Event, the Borrower shall not be obligated to make any prepayment   otherwise required by Section 5.2 unless and until the aggregate amount of   Net Cash Proceeds from all such Asset Sale Prepayment Events, after giving   effect to the reinvestment rights set forth herein, exceeds $5.0 million (the   “Prepayment Trigger”) in any fiscal year of the Borrower, but then from all   such Net Cash Proceeds (excluding amounts below the Prepayment Trigger).   “Assignment and Acceptance” shall mean (i) an assignment and acceptance   substantially in the form of Exhibit F, or such other form as may be approved   by the Administrative Agent and (ii) in the case of any assignment of Term   Loans in connection with a Permitted Debt Exchange conducted in accordance   with Section 2.15, such form of assignment (if any) as may be agreed by the   Administrative Agent and the Borrower in accordance with Section 2.15(a)..   “Auction Agent” shall mean (i) the Administrative Agent or (ii) any other   financial institution oradvisor employed by the Borrower or any Subsidiary   (whether or not an Affiliate of the Administrative Agent) to act as an   arranger in connection with any Permitted Debt Exchange pursuant to Section   2.15 or Dutch auction pursuant to Section 13.6(h); provided that Borrower   shall not designate the Administrative Agent as the Auction Agent without the   written consent of the Administrative Agent (it being understood that the   Administrative Agent shall be under no obligation to agree to act as the   Auction Agent); provided, further, that neither the Borrower nor any of its   Subsidiaries may act as the Auction Agent. “Authorized Officer” shall mean,   with respect to any Person, any individual holding the position of chairman   of the board (if an officer), the Chief Executive Officer, President, the   Chief Financial Officer, the Treasurer, the Controller, the Vice   President-Finance, a Senior Vice President, a Director, a Manager, the   Secretary, the Assistant Secretary or any other senior officer or agent with   express authority to act on behalf of such Person designated as such by the   board of directors or other managing authority of such Person.   “Auto-Extension Letter of Credit” shall have the meaning provided in Section   3.2(d). “Available Amount” shall mean, at any time, an amount (which shall   not be less than zero) equal to: (a) $100 million, plus[reserved] (b) the   result of (x) 100% of Consolidated EBITDA for the most recently ended Test   Period (calculated on a Pro Forma Basis) minus (y) the amount equal to the   product of (i) 1.40 times (ii) the amount of Consolidated Interest Expense   for the most recently ended Test Period (calculated on a Pro Forma Basis),   plus (c)100% of the aggregate net cash proceeds and the Fair Market Value of   marketable securities or other property received by the Borrower since   immediately after the Closing Date from the issue or sale of Equity Interests   of the Borrower (other than Disqualified Stock), plus (d)100% of the   aggregate amount of cash and the Fair Market Value of marketable securities other   property contributed to the capital of the Borrower following the Closing   Date (other than Disqualified Stock), plus or #8983238089847286v115 -12- 


    




 










(e)100% of the   aggregate amount received in cash and the Fair Market Value of marketable   securities or other property received by means of (A) the sale or other   disposition (other than to the Borrower or a Restricted Subsidiary) of   Investments made by the Borrower and the Restricted Subsidiaries pursuant to   Section 10.6(x) and repurchases and redemptions of such Investments from the   Borrower and the Restricted Subsidiaries and repayments of loans or advances,   and releases of guarantees, which constitute Investments made by the borrower   or the Restricted Subsidiaries, in each case, after the Closing Date; or (B)   the sale (other than to the Borrower or a Restricted Subsidiary) of the stock   of an Unrestricted Subsidiary or a distribution from an Unrestricted   Subsidiary or a dividend from an Unrestricted Subsidiary after the Closing   Date, plus (f) in the case of the redesignation of an Unrestricted Subsidiary   as a Restricted Subsidiary after the Closing Date, the Fair Market Value of   the Investment in such Unrestricted Subsidiary at the time of the   redesignation of such Unrestricted Subsidiary as a Restricted   Subsidiary[reserved], plus (g) the aggregate amount of any Retained Declined   Proceeds since the Closing Date. “Available Commitment” shall mean an amount   equal to the excess, if any, of (i) the amount of the Total Revolving Credit   Commitment over (ii) the sum of the aggregate principal amount of, without   duplication, (a) all Revolving Credit Loans (but not Swingline Loans) then   outstanding and (b) the aggregate Letters of Credit Outstanding at such time.   “Bail-In Action” means the exercise of any Write-Down and Conversion Powers   by the applicable EEA Resolution Authority in respect of any liability of an   EEA Financial Institution. “Bail-In Legislation” means, with respect to any   EEA Member Country implementing Article 55 of Directive 2014/59/EU of the   European Parliament and of the Council of the European Union, the   implementing law for such EEA Member Country from time to time which is   described in the EU Bail-In Legislation Schedule. “Bankruptcy Code” shall   have the meaning provided in Section 11.5. “Benefited Lender” shall have the   meaning provided in Section 13.8(a). “Board” shall mean the Board of   Governors of the Federal Reserve System of the United States (or any   successor). “Borrower” shall mean Synchronoss Technologies, Inc. “Borrower   Historical Financial Statements” shall mean (i) the audited consolidated   balance sheets of the Borrower and its consolidated Subsidiaries as at   December 31, 2013, December 31, 2014 and December 31, 2015 and the related   audited consolidated statements of income and cash flows of the Borrower and   its consolidated Subsidiaries for the years ended December 31, 2013, December   31, 2014 and December 31, 2015 and (ii) the unaudited interim consolidated   balance sheets of the Borrower and its consolidated Subsidiaries for the   fiscal quarters ending March 31, 2016, June 30, 2016 and September 30, 2016   and the related unaudited consolidated statements of income and cash flow of   the Borrower and its Subsidiaries for the fiscal quarters ending March 31,   2016, June 30, 2016 and September 30, 2016. “Borrowing” shall mean (i) Loans   of the same Class and Type, made, converted, or continued on the same date   and, in the case of LIBOR Loans, as to which a single Interest Period is in   effect, #8983238089847286v115 -13- 


    




 










or (ii) a   Swingline Loan. #8983238089847286v115 -14- 


    




 










“Business Day”   shall mean any day excluding Saturday, Sunday, and any other day on which   banking institutions in New York City are authorized by law or other governmental   actions to close, and, if such day relates to any interest rate settings as   to a LIBOR Loan, any fundings, disbursements, settlements, and payments in   respect of any such LIBOR Loan, or any other dealings in Dollars to be   carried out pursuant to this Agreement in respect of any such LIBOR Loan,   such day shall be a day on which dealings in deposits in Dollars are   conducted by and between banks in the applicable London interbank market.   “Capital Expenditures” shall mean, for any period, the aggregate of all   expenditures (whether paid in cash or accrued as liabilities and including in   all events all amounts expended or capitalized under Capital Leases) by the   Borrower and the Restricted Subsidiaries during such period that, in   conformity with GAAP, are or are required to be included as additions during   such period to property, plant, or equipment reflected in the consolidated   balance sheet of the Borrower and the Restricted Subsidiaries(including   Capitalized Software Expenditures, website development costs, website content   development costs, customer acquisition costs and incentive payments,   conversion costs, and contract acquisition costs). “Capital Lease” shall   mean, as applied to any Person, any lease of any property (whether real,   personal, or mixed) by that Person as lessee that, in conformity with GAAP,   is, or is required to be, accounted for as a capital lease on the balance   sheet of that Person, subject to Section 1.12. “Capital Stock” shall mean (i)   in the case of a corporation, corporate stock, (ii) in the case of an   association or business entity, any and all shares, interests,   participations, rights, or other equivalents (however designated) of   corporate stock, (iii) in the case of a partnership or limited liability   company, partnership or membership interests (whether general or limited),   and (iv) any other interest or participation that confers on a Person the   right to receive a share of the profits and losses of, or distributions of   assets of, the issuing Person (it being understood and agreed, for the   avoidance of doubt, that “cash-settled phantom appreciation programs” in   connection with employee benefits that do not require a dividend or   distribution shall not constitute Capital Stock). “Capitalized Lease   Obligation” shall mean, at the time any determination thereof is to be made,   the amount of the liability in respect of a Capital Lease that would at such   time be required to be capitalized and reflected as a liability on a balance   sheet (excluding the footnotes thereto) prepared in accordance with GAAP,   subject to Section 1.12. “Capitalized Software Expenditures” shall mean, for   any expenditures (whether paid in cash or accrued as liabilities) by the   Subsidiaries during such period in respect of purchased software or period,   the aggregate of all Borrower and the Restricted internally developed   software and software enhancements that, in conformity with GAAP, are or are   required to be reflected as capitalized costs on the consolidated balance   sheet of the Borrower and the Restricted Subsidiaries. “Cash Collateral”   shall have a meaning correlative to the immediately succeeding paragraph and   shall include the proceeds of such cash collateral and other credit support.   “Cash Collateralize”shallmeantopledgeanddepositwithordelivertothe Administrative   Agent, for the benefit of one or more of the Letter of Credit Issuers or the   Lenders (including the Swingline Lender), as collateral for L/C Obligations   or obligations of the Lenders (including those of the Swingline Lender) to   fund participations in respect of L/C Obligations, cash or deposit account   balances or, if the Administrative Agent and the applicable Letter of Credit   #8983238089847286v115 -15- 


    




 










Issuer shall   agree in their sole discretion, other credit support. #8983238089847286v115   -16- 


    




 










“Cash   Equivalents” shall mean: (i) Dollars, (ii) currency of (a) Euro, Pounds   Sterling, Yen, Swiss Francs, Canadian Dollars, or any national any   Participating Member State in the European Union or (b) local currencies held   from time to time in the ordinary course of business, (iii) securities issued   or directly and fully and unconditionally guaranteed or insured by the United   States government or any country that is a member state of the European Union   or any agency or instrumentality thereof the securities of which are   unconditionally guaranteed as a full faith and credit obligation of such   government with maturities of 24 months or less from the date of acquisition,   (iv)certificates of deposit, time deposits, and eurodollar time deposits with   maturities of one year or less from the date of acquisition, bankers’   acceptances with maturities not exceeding one year, and overnight bank   deposits, in each case with any commercial bank having capital and surplus of   not less than $100,000,000, (v) repurchase obligations for underlying   securities of the types described in clauses (iii), (iv), and (ix) entered   into with any financial institution meeting the qualifications specified in   clause (iv) above, (vi) commercial paper rated at least P-2 by Moody’s or at   least A-2 by S&P and in each case maturing within 24 months after the   date of creation thereof, (vii) marketable short-term money market and similar   securities having a rating of at least P-2 or A-2 from either Moody’s or   S&P, respectively (or, if at any time neither Moody’s nor S&P shall   be rating such obligations, an equivalent rating from another nationally   recognized ratings agency) and in each case maturing within 24 months after   the date of creation or acquisition thereof, (viii) readily marketable direct   obligations issued by any state, commonwealth, or territory of the United   States or any political subdivision or taxing authority thereof having one   ofthe two maturities of highest rating categories obtainable from either   Moody’s or S&P with 24 months or less from the date of acquisition, (ix)   Indebtedness or preferred stock issued by Persons with a rating of “A” or   higher from S&P or “A2” or higher from Moody’s with maturities of 24   months or less from the date of acquisition, (x) government office and solely   with respect to any Foreign Subsidiary: (a) obligations of the national of   the country in which such Foreign Subsidiary maintains its chief executive   principal place of business provided such country is a member of the   Organization for Economic Cooperation and Development, in each case maturing   within one year after the date of investment therein, (b) certificates of   deposit of, bankers acceptances of, or time deposits with, any commercial   bank which is organized and existing under the laws of the country in which   such Foreign Subsidiary maintains its chief executive office and principal   place of business provided such country is a member of the Organization for   Economic Cooperation and Development, and whose short-term commercial paper   rating from #8983238089847286v115 -17- 


    




 










S&P is at   least “A-2” or the equivalent thereof or #8983238089847286v115 -18- 


    




 










from Moody’s is   at least “P-2” or the equivalent thereof (any such bank being an “Approved   Foreign Bank”), and in each case with maturities of not more than 24 months   from the date of acquisition, and (c) the equivalent of demand deposit   accounts which are maintained with an Approved Foreign Bank, in each case,   customarily used by corporations for cash management purposes in any   jurisdiction outside the United States to the extent reasonably required in   connection with any business conducted by such Foreign Subsidiary organized   in such jurisdiction, (xi) in the case of investments by any Foreign   Subsidiary or investments made in a country outside the United States, Cash   Equivalents shall also include investments of the type andmaturity described   in clauses (i) through (ix) above of foreign obligors, which investments have   ratings, described in such clauses or equivalent ratings from comparable   foreign rating agencies, and (xii) investment funds investing 90% of their   assets in securities of the types described in clauses (i) through (ix)   above. Notwithstanding the foregoing, Cash Equivalents shall include amounts   denominated in currencies other than those set forth in clauses (i) and (ii)   above; provided that such amounts are converted into any currency listed in   clauses (i) and (ii) as promptly as practicable and in any event within ten   Business Days following the receipt of such amounts. For the avoidance of   doubt, any items identified as Cash Equivalents under this definition will be   deemed to be Cash Equivalents for all purposes under the Credit Documents   regardless of the treatment of such items under GAAP. “Cash Management   Agreement” shall mean any agreement or arrangement to provide Cash Management   Services. “Cash Management Bank” shall mean any Person that, at the time it   enters into a Cash Management Agreement with the Borrower or any Restricted   Subsidiary, is an Agent or a Lender or an Affiliate of an Agent or a Lender.   “Cash Management Services” shall mean any one or more of the following types   of services or facilities: (i) commercial credit cards, merchant card   services, purchase or debit cards, including non-card e-payables services, or   electronic funds transfer services, (ii) treasury management services   (including controlled disbursement, overdraft automatic clearing house fund   transfer services, return items, and interstate depository network services),   (iii) any other demand deposit or operating account relationships or other   cash management services, including pursuant to any Cash Management Agreements   and (iv) and other services related, ancillary or complementary to the   foregoing. “Casualty Event” shall mean, with respect to any property of any   Person, any loss of or damage to, or any condemnation or other taking by a   Governmental Authority of, such property for which such Person or any of its   Restricted Subsidiaries receives insurance proceeds or proceeds of a   condemnation award in respect of any equipment, fixed assets, or real   property (including any improvements thereon) to replace or repair such   equipment, fixed assets, or real property; provided, further, that with   respect to any Casualty Event, the Borrower shall not be obligated to make   any prepayment otherwise required by Section 5.2 unless and until the   aggregate amount of Net Cash Proceeds from all such Casualty Events, after   giving effect to the reinvestment rights set forth #8983238089847286v115 -19-   


    




 










herein, exceeds   $5.0 million (the “Casualty #8983238089847286v115 -20- 


    




 










Prepayment   Trigger”) in any fiscal year of the Borrower, but then from all such Net Cash   Proceeds (excluding amounts below the Casualty Prepayment Trigger). “CFC”   shall mean a direct or indirect Subsidiary of the Borrower that is a   “controlled foreign corporation” within the meaning of Section 957 of the   Code. “CFC Holding Company” shall mean a Domestic Subsidiary of the Borrower   that has no material assets other than the Capital Stock of one or more   Foreign Subsidiaries that are CFCs. “Change in Law” means the occurrence,   after the date of this Agreement (or with respect to any Lender, if later,   the date on which such Lender becomes a Lender), of any of the following: (a)   the adoption or taking effect of any law, rule, regulation or treaty, (b) any   change in any law, rule, regulation or treaty or in the administration,   interpretation, implementation or application thereof by anyGovernmental   Authority, or (c) the making or issuance of any request, rules, guideline,   requirement or directive (whether or not having the force of law) by any   Governmental Authority; provided however, that notwithstanding anything   herein to the contrary, (i) the Dodd-Frank Wall Street Reform andConsumer   Protection Act and all requests, rules, guidelines, requirements and   directives thereunder, issued in connection therewith or in implementation   thereof, and (ii) all requests, rules, guidelines,requirements and directives   promulgated by the Bank for International Settlements, the Basel Committee on   Banking Supervision (or any successor or similar authority) or the United   States or foreign regulatory authorities, in each case pursuant to Basel III,   shall in each case be deemed to be a “Change in Law” regardless of the date   enacted, adopted, issued or implemented. “Change of Control” shall mean (a)   the acquisition of ownership, directly or indirectly, beneficially or of   record, by any Person or group (within the meaning of the Securities Exchange   Act of 1934 and the rules of the SEC thereunder as in effect on the date   hereof), of Equity Interests representing more than 35% of the aggregate   ordinary voting power represented by the issued and outstanding Equity   Interests of the Borrower; or (b) the occurrence of a change in control, or   other similar provision, as defined in any agreement or instrument evidencing   any Indebtedness with an aggregate principal amount in excess of $50.0   million which occurrence triggers a default or mandatory prepayment not   waived in writing prior to such occurrence. “Class” (i) when used in   reference to any Loan or Borrowing, shall refer to whether such Loan, or the   Loans comprising such Borrowing, are Revolving Credit Loans, Additional   Revolving Credit Loans, New Revolving Credit Loans, Initial Term Loans, New   Term Loans (of each Series), Extended Term Loans (of the same Extension   Series), Replacement Term Loans (of the same Series), Extended Revolving   Credit Loans (of the same Extension Series), or Swingline Loans and (ii) when   used in reference to any Commitment, refers to whether such Commitment is a   Revolving Credit Commitment, an Additional Revolving Credit Commitment, a New   Revolving Credit Commitment, an Extended Revolving Credit Commitment (of the   same Extension Series), an Initial Term Loan Commitment or a New Term Loan   Commitment. “Closing Date” shall mean January 19, 2017. “Closing Date   Refinancing” means the repayment, repurchase, redemption, defeasance or other   discharge of the Existing Debt Facilities and termination and/or release of   any security interests and guarantees in connection therewith. “Code” shall   mean the Internal Revenue Code of 1986, as amended from time to time.   #8983238089847286v115 -21- 


    




 










“Collateral”   shall mean all property pledged or mortgaged or purported to be pledged or   mortgaged pursuant to the Security Documents, excluding in all events   Excluded Property. “Collateral Agent” shall mean Goldman Sachs Bank USA, as   collateral agent under the Security Documents, or any successor collateral   agent pursuant to Section 12.9, and any Affiliate or designee of Goldman   Sachs Bank USA, may act as the Collateral Agent under any Credit Document.   “Commitment Fee” shall have the meaning provided in Section 4.1(a).   “Commitment Fee Rate” shall mean a in effect on such day: rate per annum set   forth below opposite the Status Status Commitment Fee Rate Level I Status   0.375% Level II Status 0.25% Notwithstanding the foregoing, the term   Commitment Fee Rate shall mean 0.375% during the period from and including   the Closing Date to but excluding the Trigger Date. “Commitments” shall mean,   with respect to each Lender (to the extent applicable), such Lender’s Initial   Term Loan Commitment, New Term Loan Commitment, Revolving Credit Commitment,   New Revolving Credit Commitment, Extended Revolving Credit Commitment,   Additional Revolving Credit Commitment, or Incremental Revolving Credit   Commitment. “Commodity Exchange Act” shall mean the Commodity Exchange Act (7   U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.   “Communications” shall have the meaning provided in Section 13.17. “Company   Material Adverse Effect” shall have the meaning provided to the term “Company   Material Adverse Effect” in the Acquisition Agreement. “Company   Representations” shall mean the representations and warranties made by the   Target with respect to itself, its subsidiaries and their respective   businesses in the Acquisition Agreement as are material to the interests of the   Lenders, but only to the extent that Borrower (or one of its Affiliates) has   the right (taking into account any applicable cure provisions) to terminate   its obligations under the Acquisition Agreement or decline to consummate the   Acquisition as a result of a breach of such representations and warranties in   the Acquisition Agreement. “Compliance Certificate” shall mean a certificate   of a responsible financial or accounting officer of the Borrower delivered   pursuant to Section 9.1(d) for the applicable Test Period. “Confidential   Information” shall have the meaning provided in Section 13.16. “Confidential   Information Memorandum” shallmeantheConfidentialInformation Memorandum of the   Borrower dated January 5, 2017. #8983238089847286v115 -22- 


    




 









 



“Consolidated   EBITDA” shall mean, with respect to any Person and its Restricted   Subsidiaries on a consolidated basis for any period, (a) the Consolidated Net   Income of such Person for such period, plus (b) to the extent deducted from   revenues and without duplication of the additions in determining Consolidated   Net Income, (bi) to the extent deducted from revenues and without duplication   of the additions in determining Consolidated Net Income, (i(A) Consolidated   Interest Expense, (iiB) expense for income taxes paid or accrued, (iiiC)   depreciation, and (ivD) amortization, (v)in each case for such period, (ii)   to the extent publicly disclosed prior to the Amendment No. 1 Effective Date   or contained within the projections provided to the private-side Term Loan Lenders   on the call therewith that took place on July 11, 2017, (A) severance costs   in an amount not to exceed $45.0 million in the aggregate, (B) fees and   expenses of professional advisors not to exceed $48.0 million in the   aggregate, (C) the “Consent Fees” as defined in Amendment No. 1, such amount   not to exceed $18.0 million in the aggregate, (D) Pro Forma Adjustments   related to mergers and other business combinations, acquisitions,   divestitures and other transactions in aggregate amount not to exceed $4.4   million on a net basis, and (E) cost savings, operating expense reductions   and synergies, in aggregate amount not to exceed $60.0 million, provided that   any amounts to be added to Consolidated Net Income for each of the foregoing   cases (A)-(E) in this clause (ii) shall be treated as having occurred or   having been incurred during the period in which such actions, transactions or   costs actually occurred or were incurred, and (iii)(A) extraordinary, unusual   or non-recurring items, (viB) non-cashnon-cash expenses or losses, (viiC)   restructuring charges and related charges, (viiiD) Pro Forma Adjustments, pro   forma cost savings, operating expense reductions and cost synergies, in each   case, related to mergers and other business combinations, acquisitions, divestitures   and other transactions already completed (including in respect of the Pro   Forma Adjustments and other addbacks set forth in clause (vii) above)   consummated by the Borrower and projected by the Borrower in good faith to   result from actions taken or expected to be taken (in the good faith   determination of the Borrower) within eight fiscal quarters after the date   any such transaction is consummated, so long as such cash savings and   synergies are reasonably identifiable and factually supportable, (ixsub-clauses   (A)-(C) of this clause (iii)) and (E) “run rate” cost savings, operating   expense reductions and synergies, in each case of clauses (A) to (E)   resulting from actions taken prior to the end of such period, and in the case   of clause (E), projected by the Borrower in good faith to result from actions   either taken or expected to be taken within 24 monthsbe realized within   twelve-months after the date of determination to take such actionthe action   or transaction giving rise to any such cost savings and synergies, so long as   such cashcost savings and synergies are reasonably identifiable and factually   supportable and (x) adjustments and add backs reflected in the Acquisition   Model, minuscertified by a financial officer of the Borrower, provided that   any amounts to be added to Consolidated Net Income pursuant to this clause   (b) on account of any such adjustment set forth in clause (iii) hereof (other   than clause (B) thereof and other than consent fees paid to Lenders) shall   (A) for the period ending September 30, 2017, be subject to a cap of 5% of   the unadjusted Consolidated EBITDA (without giving effect to other   adjustments including those set forth in clauses (b)(ii) and b(iii) of this   definition) for such period, (B) for the period ending December 31, 2017, be   subject to a cap of 15% of the unadjusted Consolidated EBITDA (without giving   effect to other -23-#8983238089847286v115 


    




 










adjustments   including those set forth in clauses (b)(ii) and b(iii) of this definition)   for such period and (C) thereafter be subject to a cap of 25% of the   unadjusted Consolidated EBITDA (without giving effect to other adjustments   including those set forth in clauses (b)(ii) and b(iii) of this definition)   for such period plus (iv) for the fiscal quarters ended September 30, 2017   and December 31, 2017, taken together, an aggregate additional amount of   addbacks of the types set forth in clause (iii) above, including but not   limited to anticipated cost savings project by the Borrower in good faith to   be realized within twelve-months from the date of the action or transaction   giving rise thereto, which action or transaction shall have occurred at the   time of such calculation, which are reasonably identifiable and factually   supportable and certified by a financial officer of the Borrower, in an   aggregate amount for all such adjustments pursuant to this clause (iv) not to   exceed $7.0 million; provided, further that to the extent that any revenue is   shifted into later periods in the Restated Financial Statements (as defined   in Amendment No. 1), such shifting shall not be taken into account for   purposes of this definition, minus (c) to the extent included in Consolidated   Net Income, (1) interest income, (2) income tax credits and refunds (to the   extent not netted from tax expense), (3) any cash payments made during such   period in respect of items described in clause (viiii)(B) above (or described   in the definition of Consolidated Net Income) subsequent to the fiscal   quarter in which the relevant non-cash expenses or losses were incurred and   (4) extraordinary, unusual or non-recurring income or gains realized, all   calculated for the Borrower and its Restricted Subsidiaries on a consolidated   basis. For the avoidance of doubt: (i) to the extent included in Consolidated   Net Income, there shall be excluded in determining Consolidated EBITDA for   any period any adjustments resulting from the application of ASC 815 and its   related pronouncements and interpretations, or the equivalent accounting   standard under GAAP or an alternative basis of accounting applied in lieu of   GAAP, (ii) there shall be included in determining Consolidated EBITDA for any   period, without duplication, (1) the Acquired EBITDA of any Person or   business, or attributable to any property or asset acquired by the Borrower   or any Restricted Subsidiary during such period (but not the Acquired EBITDA   of any related Person or business or any Acquired EBITDA attributable to any   assets or property, in each case to the extent not so acquired) to the extent   not subsequently sold, transferred, abandoned, or otherwise disposed by the   Borrower or such Restricted Subsidiary during such period (each such Person,   business, property, or asset acquired and not subsequently so disposed of, an   “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted   Subsidiary that is converted into a Restricted Subsidiary during such period   (each, a “Converted Restricted Subsidiary”), based on the actual Acquired   EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary   for such period (including the portion thereof occurring prior to such   acquisition or conversion) and (2) an adjustment in respect of each Acquired   Entity or Business equal to the amount of the Pro Forma Adjustment with   respect to such Acquired Entity or Business for such period (including the   portion thereof occurring prior to such acquisition); and   -24-#8983238089847286v115 


    




 










(iii) to the   extent included in Consolidated Net Income, there shall be excluded in   determining Consolidated EBITDA for any period the Disposed EBITDA of any   Person, property, business, or asset sold, transferred, abandoned, or   otherwise disposed of, closed or classified as discontinued operations by the   Borrower or any Restricted Subsidiary during such period (each such Person,   property, business, or asset so sold or disposed of, a “Sold Entity or   Business”), and the Disposed EBITDA of any Restricted Subsidiary that is   converted into an Unrestricted Subsidiary during such period (each, a   “Converted Unrestricted Subsidiary”) based on the actual Disposed EBITDA of   such Sold Entity or Business or Converted Unrestricted Subsidiary for such   period (including the portion thereof occurring prior to such sale, transfer,   or disposition or conversion); provided that for the avoidance of doubt,   notwithstanding any classification under GAAP of any Person or business in   respect of which a definitive agreement for the disposition thereof has been   entered into as discontinued operations, the Disposed EBITDA of such Person   or business shall not be excluded pursuant to this paragraph until such   disposition shall have been consummated. “Consolidated First Lien Secured   Debt” shall mean Consolidated Total Debt as of such date secured by a   first-priority security interest on any assets of the Borrower or any   Guarantor. “Consolidated First Lien Secured Debt to Consolidated EBITDA   Ratio” shall mean, as of any date of determination, the ratio of (i)   Consolidated First Lien Secured Debt as of such date of determination, minus   unrestricted cash and Cash Equivalents of the Borrower and the Restricted   Subsidiaries to (ii) Consolidated EBITDA of the Borrower for the Test Period   most recently ended on or prior to such date of determination, in each case   with such pro forma adjustments to Consolidated First Lien Secured Debt and   Consolidated EBITDA as are appropriate and consistent with the pro forma   adjustment provisions set forth herein.; provided that the calculation of the   Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio for purposes   of determining (1) the amount of any interest payable hereunder, (2)   compliance with the financial covenants contained in Section 10.9, or (3) any   amounts payable under Section 5.2 shall be without regard to any pro forma   adjustments for events, actions, or transactions that occurred after the end   of such period. “Consolidated Interest Coverage Ratio” shall mean for any   period, the ratio of (a) Consolidated EBITDA for such period to (b)   Consolidated Interest Expense for such period., provided that the calculation   of the Consolidated Interest Coverage Ratio for purposes of determining   compliance with the financial covenants contained in Section 10.9 shall be   without regard to any pro forma adjustments for events, actions, or   transactions that occurred after the end of such period. “Consolidated   Interest Expense” shall mean the sum of (1) cash interest expense (including   that attributable to Capitalized Lease Obligations), net of cash interest   income of such Person and its Restricted Subsidiaries with respect to all   outstanding Indebtedness of such Person and its Restricted Subsidiaries,   including all commissions, discounts and other fees and charges owed with   respect to letters of credit and bankers’ acceptance financing and net costs   under hedging agreements, plus (2) non-cash interest expense resulting solely   from the net amortization of original issue discount and original issuance   premium from the issuance of Indebtedness of such Person and its Restricted   Subsidiaries (excluding any Indebtedness borrowed under this Agreement in   connection with the Transactions and any Permitted Refinancing thereof) but   excluding, for the avoidance of doubt, (a) amortization of deferred financing   costs, debt issuance costs, commissions, fees and expenses and any other   amounts of non-cash interest other than referred to in clause (2) above   (including as a result of the effects of acquisition method accounting or   pushdown accounting), (b) non-cash interest expense attributable to the   movement of the mark-to-market valuation of Indebtedness or obligations under   Hedging Obligations or other derivative instruments pursuant to FASB   Accounting Standards Codification Topic 815—Derivatives and Hedging,   #89832380v1 -25- 


    




 










(c) any   one-time cash costs associated with breakage in respect of hedging agreements   for interest rates, (d) commissions, discounts, yield, make-whole premium and   other fees and charges (including any interest expense) incurred in   connection with any Receivables Facility[reserved], (e) any “additional   interest” owing pursuant to a registration rights agreement with respect to   payments with respect to make-whole premiums or other breakage costs   including, without limitation, any Indebtedness issued in connection with   penalties and interest relating to taxes, any securities, (f) any of any   Indebtedness, the Transactions, (g) (h) accretion or accrual of discounted   liabilities not constituting Indebtedness, (i) any expense resulting   #89832380v1 -26- 


    




 










from the   discounting of Indebtedness in connection with the application of   recapitalization or purchase accounting, and (j) any interest expense   attributable to the exercise of appraisal rights and the settlement of any   claims or actions (whether actual, contingent or potential), with respect   thereto and with respect to the Transactions, any acquisition or Investment   permitted hereunder, all as calculated on a consolidated basis. For purposes   of this definition, interest on a Capitalized Lease Obligation shall be   deemed to accrue at an interest rate reasonably determined by such Person to   be the rate of interest implicit in such Capitalized Lease Obligation in   accordance with GAAP. “Consolidated Net Income” shall mean, with respect to   any Person for any period, the net income (or loss) of such Person calculated   in accordance with GAAP on a consolidated basis for such period, plus (or   minus if applicable), to the extent deducted from revenues in determining   such net income (or loss) and without duplication, (i) non-cash charges,   losses or expenses resulting from the after-tax write-down of deferred   revenue, (ii) non-cash after-tax stock-based compensation expense, (iii)   charges,lossesorexpenses,netofassociated taxes,resulting from acquisitions or   restructurings, (iv) non-cash charges, losses or expenses resulting from the   net after-tax change in contingent consideration obligations, calculated   after adjusting for related foreign exchange gains or losses, (v) deferred   compensation expense with respect to earn-out obligations, net of taxes and   (vi) after-tax amortization expense. Consolidated Net Income shall (a)   exclude any income (or loss) of any Person other than the Borrower or a   Subsidiary, but any such income so excluded may be included in such period or   any later period to the extent of any cash dividends or distributions   actually paid in period to the Borrower or any wholly-owned Subsidiary of the   Borrower and (b) income of the Joint Venture Subsidiaries to the extent of   any cash dividends or the relevant include any distributions actually paid in   the relevant period to the Consolidated Parties, to the extent not already   included in determining Consolidated Net Income. “Consolidated Total Assets”   shall mean, as of any date of determination, the amount that would, in   conformity with GAAP, be set forth opposite the caption “total assets” (or   any like caption) on the most recent consolidated balance sheet of the   Borrower and the Restricted Subsidiaries at such date. “Consolidated Total   Debt” shall mean, as at any date of determination, an amount equal to the sum   of the aggregate amount of all outstanding Indebtedness of the Borrower and   the Restricted Subsidiaries on a consolidated basis consisting of   Indebtedness for borrowed money, Capitalized Lease Obligations and debt   obligations evidenced by promissory notes and similar instruments (and   excluding, for the avoidance of doubt, Hedging Obligations); provided that   Consolidated Total Debt shall not include Letters of Credit, except to the   extent of Unpaid Drawings thereunder. “Consolidated Total Debt to   Consolidated EBITDA Ratio” shall mean, as of any date of determination, the   ratio of (i) Consolidated Total Debt as of such date of determination, minus   unrestricted cash and Cash Equivalents of the Borrower and the Restricted   Subsidiaries to (ii) Consolidated EBITDA of the Borrower for the Test Period   most recently ended on or prior to such date of determination, in each case   with such pro forma adjustments to Consolidated Total Debt and Consolidated   EBITDA as are appropriate and consistent with the pro forma adjustment   provisions set forth herein.; provided that the calculation of the   Consolidated Total Debt to Consolidated EBITDA Ratio for purposes of   determining (1) the amount of any interest payable hereunder or (2) any   amounts payable under Section 5.2 shall be without regard to any pro forma   #8983238089847286v115 -27- 


    




 










adjustments for   events, actions, or transactions that occurred after the end of such period.   “Consolidated Working Capital” shall mean, at any date, the excess of (i) the   sum of set all amounts forth (other than cash and Cash Equivalents) that   would, in conformity with GAAP, be #8983238089847286v115 -28- 


    




 










opposite the   caption “total current assets” (or any like caption) on a consolidated   balance sheet of the Borrower and the Restricted Subsidiaries at such date   excluding the current portion of current and deferred income taxes over (ii)   the sum of all amounts that would, in conformity with GAAP, be set forth   opposite the caption “total current liabilities” (or any like caption) on a   consolidated balance sheet of the Borrower and the Restricted Subsidiaries on   such date, but excluding (for purposes of both clauses (i) and (ii) above),   without duplication, (a) the current portion of any Funded Debt, (b) all   Indebtedness consisting of Loans and Letter of Credit Exposure to the extent   otherwise included therein, (c) the current portion of interest, (d) the   current portion of current and deferred income taxes; provided that, for   purposes of calculating Excess Cash Flow, increases or decreases in working   capital (A) arising from acquisitions or dispositions by the Borrower and the   Restricted Subsidiaries shall be measured from the date on which such   acquisition or disposition occurred and (B) shall exclude (I) the impact of   non-cash adjustments contemplated in the Excess Cash Flow calculation, (II)   the impact of adjusting items in the definition of “Consolidated Net Income”   and (III) any changes in current assets or current liabilities as a result of   (x) the effect of fluctuations in the amount of accrued or contingent   obligations, assets or liabilities under hedging agreements or other   derivative obligations, (y) any reclassification, other than as a result of   the passage of time, in accordance with GAAP of assets or liabilities, as   applicable, between current and noncurrent or (z) the effects of acquisition   method accounting. “Contingent Obligations” shall mean, with respect to any   Person, any obligation of such Person guaranteeing any leases, dividends, or   other payment obligations that do not constitute Indebtedness (“primary   obligations”) of any other Person (the “primary obligor”) in any manner,   whether directly or indirectly, including, without limitation, any obligation   of such Person, whether or not contingent, (i) to purchase any such primary   obligation or any property constituting direct or indirect security therefor,   (ii) to advance or supply funds (a) for the purchase or payment of any such   primary obligation or (b) to maintain working capital or equity capital of   the primary obligor or otherwise to maintain the net worth or solvency of the   primary obligor, or (iii) 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 against loss in respect thereof. “Contract Consideration”   shall have the meaning provided in the definition of Excess Cash Flow.   “Contractual Requirement” shall have the meaning provided in Section 8.3.   “Converted Restricted Subsidiary” shall have the meaning provided in the   definition of the term Consolidated EBITDA. “Control Agreement” shall mean,   with respect to any deposit account, securities account, commodity account,   securities entitlement or commodity contract, an agreement among the Agent,   the financial institution or other Person at which such account is maintained   or with which such entitlement or contract is carried and the Loan Party maintaining   such account, effective to grant “control” (as defined under the applicable   Uniform Commercial Code) over such account (and all assets on deposit therein   or credited thereto) to the Agent, for the benefit of the Secured Parties.   “Converted Unrestricted Subsidiary” shall have the meaning provided in the   definition of the term Consolidated EBITDA. #8983238089847286v115 -29- 


    




 










“Convertible   Notes” means the Borrower’s 0.75% Convertible Senior Notes maturing on August   15, 2019. “Credit Documents” shall mean this Agreement, each Joinder   Agreement, each Extension Amendment, each Permitted Repricing Amendment, the   Guarantees, the Security Documents, each Fee Letter, and any promissory notes   issued by the Borrower pursuant hereto. “Credit Event” shall mean and include   the making (but not the conversion or continuation) of Loan and the issuance,   amendment, renewal, increase or extension of a Letter of Credit. a   #8983238089847286v115 -30- 


    




 










“Credit   Facilities” shall mean, collectively, each category of Commitments and each   extension of credit hereunder. “Credit Facility” shall mean a category of   Commitments and extensions of credit thereunder. “Credit Party” shall mean   the Borrower and the Guarantors. “Davis Polk” shall mean Davis Polk &   Wardwell LLP. “Debt Incurrence Prepayment Event” shall mean any issuance or   incurrence by the Borrower or any of the Restricted Subsidiaries of any   Indebtedness (excluding any Indebtedness permitted to be issued or incurred   under Section 10.1 other than Section 10.1(u)(i)). “Declined Proceeds” shall   have the meaning provided in Section 5.2(f). “Declined Proceeds Rejection   Notice” shall have the meaning provided in Section 5.2(f). “Default” shall   mean any event, act, or condition that with notice or lapse of time, or both,   would constitute an Event of Default. “Default Rate” shall have the meaning   provided in Section 2.8(c). “Defaulting Lender” shall mean any Lender whose   acts or failure to act, whether directly or indirectly, cause it to meet any   part of the definition of Lender Default. “Deferred Net Cash Proceeds” shall   have the meaning provided such term in the definition of Net Cash Proceeds.   “Deferred Net Cash Proceeds Payment Date” shall have the meaning provided   such term in the definition of Net Cash Proceeds. “Derivative Counterparty”   shall have the meaning provided in Section 13.16. “Designated Non-Cash   Consideration” shall mean the Fair Market Value of non-cash consideration   received by the Borrower or a Restricted Subsidiary in connection with an   Asset Sale that is so designated as Designated Non-Cash Consideration   pursuant to a certificate of an Authorized Officer of the Borrower, setting   forth the basis of such valuation, executed by either a senior vice president   or the principal financial officer of the Borrower, less the amount of cash   or Cash Equivalents received in connection with a subsequent sale of or   collection on or other disposition of such Designated Non-Cash Consideration.   A particular item of Designated Non-Cash Consideration will no longer be   considered to be outstanding when and to the extent it has been paid,   redeemed or otherwise retired or sold or otherwise disposed of in compliance   with Section 10.4. “Designated Person” means any Person listed on a Sanctions   List. “Disposed EBITDA” shall mean, with respect to any Sold Entity or   Business or any Converted Unrestricted Subsidiary for any period, the amount   for such period of Consolidated EBITDA of such Sold Entity or Business or   Converted Unrestricted Subsidiary (determined as if references to the   Borrower and the Restricted Subsidiaries in the definition of Consolidated   EBITDA were references to such Sold Entity or Business or Converted   Unrestricted Subsidiary and its respective Subsidiaries), all as determined   on a consolidated basis for such Sold Entity or Business or Converted   Unrestricted Subsidiary, as the case may be. #8983238089847286v115 -31- 


    




 










“disposition”   shall have the meaning assigned such term in clause (i) of the definition of   Sale. Asset “Disqualified Lenders” shall mean such Persons (i) that have been   specified in writing to the Administrative Agent and the Joint Lead Arrangers   and Joint Bookrunners prior to December 5, 2016 as being Disqualified Lenders,   (ii) who are competitors of the Borrower and its Subsidiaries that are   separately identified in writing by the Borrower to the Administrative Agent   from time to time, and (iii) in the case of each of clauses (i) and (ii), any   of their Affiliates (other than any such Affiliate that is affiliated with a   financial investor in such Person and that is not itself an operating company   or otherwise an Affiliate of an operating company so long as such Affiliate   is a bona fide Fund) that are either (a) identified in writing by the   Borrower to the Administrative Agent from time to time or (b) clearly   identifiable solely on the basis of such Affiliate’s name; provided that no   updates to the list of Disqualified Lenders shall be deemed to retroactively   disqualify any parties that have previously validly acquired an assignment or   participation in respect of the Loans from continuing to hold or vote such   previously acquired assignments and participations on the terms set forth   herein for Lenders that are not Disqualified Lenders. Notwithstanding the   foregoing, each Credit Party and the Lenders acknowledgeand agree that the   Administrative Agent shall not have any responsibility or obligation to   determine whether any Lender or potential Lender is a Disqualified Lender and   the Administrative Agent shall have no liability with respect to any   assignment made to a Disqualified Lender. “Disqualified Stock” shall mean,   with respect to any Person, any Capital Stock of such Person which, by its   terms, or by the terms of any security into which it is convertible or for   which it is puttable or exchangeable, or upon the happening of any event,   matures or is mandatorily redeemable (other than solely for Qualified Stock),   other than as a result of a change of control, asset sale, condemnation event   or similar event, pursuant to a sinking fund obligation or otherwise, or is   redeemable at the option of the holder thereof (other than solely for   Qualified Stock), other than as a result of a change of control, asset sale,   condemnation event or similar event, in whole or in part, in each case, prior   to the date that is 91 days after the Latest Term Loan Maturity Date   hereunder; provided that if such Capital Stock is issued to any plan for the   benefit of employees of the Borrower or its Subsidiaries or by any such plan   to such employees, such Capital Stock shall not constitute Disqualified Stock   solely because it may be required to be repurchased by the Borrower or its   Subsidiaries in order to satisfy applicable statutory or regulatory obligations   or as a result of such employee’s termination, death, or disability. “Dollar   Equivalent” means, with respect to an amount of Australian Dollars, the   equivalent amount thereof in Dollars as determined by the Administrative   Agent or the applicable Letter of Credit Issuer at such time on the basis of   the Spot Rate (determined in respect of the most recent Revaluation Date or   other relevant date of determination) for the purchase of Dollars with   Australian Dollars. “Dollars” and “$” shall mean dollars in lawful currency   of the United States. “Domestic Subsidiary” shall mean each Subsidiary of the   Borrower that is organized under the laws of the United States, any state   thereof, or the District of Columbia. #8983238089847286v115 -32- 


    




 










“EEA Financial   Institution” shall mean (a) any credit institution or investment firm   established in any EEA Member Country which is subject to the supervision of   an EEA Resolution Authority, (b) any entity established in an EEA Member   Country which is a parent of an institution described in clause (a) of this   definition, or (c) any financial institution established in an EEA Member   Country which is a #8983238089847286v115 -33- 


    




 










subsidiary of   an institution described in clauses (a) or (b) of this definition and is   subject to consolidated supervision with its parent. “EEA Member Country”   shall mean any of the member states of the European Union, Iceland,   Liechtenstein, and Norway. “EEA Resolution Authority” shall mean any public   administrative authority or any person entrusted with public administrative   authority of any EEA Member Country (including any delegee) having   responsibility for the resolution of any EEA Financial Institution.   “Effective Yield” shall mean, as of any date of determination, the sum of (x)   the higher of (A) the LIBOR Rate on such date for a deposit in dollars with a   maturity of one month and (B) the “LIBOR floor”, if any, with respect thereto   as of such date, (y) the interest rate margins as of such date (with such   interest rate margin and interest spreads to be determined by reference to   the LIBOR Rate) and (z) the amount of original issue discount and upfront   fees thereon paid generally to lenders (converted to yield assuming a   four-year average life and without any present value discount). “End Date   Transaction” shall mean a strategic transaction, or merger, business   combination, acquisition or divestiture that will result in a Change of   Control or a requirement to prepay the Loans in full and terminate the   Commitments hereunder, the financing for which has been previously committed   or obtained (or evidence of financing sufficient to consummate the   transaction has been provided). “Environmental Claims” shall mean any and all   actions, suits, orders, decrees, demand letters,claims, notices of   noncompliance or potential responsibility or violation, or proceedings   pursuant to any Environmental Law or any permit issued, or any approval   given, under any such Environmental Law (hereinafter, “Claims”), including,   without limitation, (i) any and all Claims by governmental remedial, or   Claimsby or regulatory authorities for enforcement, investigation, cleanup,   removal, response, other actions or damages pursuant to any Environmental Law   and (ii) any and all anythirdparty seeking damages,contribution,indemnification,cost   recovery, compensation, or injunctive relief relating to the presence,   Release or threatened Release of Hazardous Materials or arising from alleged   injury or threat of injury to health or safety (to the extent relating to   human exposure to Hazardous Materials), or the environment including, without   limitation, ambient air, indoor air, surface water, groundwater, soil,land   surface and subsurface strata, and natural resources such as wetlands, flora   and fauna. “Environmental Law” shall mean any applicable federal, state,   foreign, or local statute, law, rule, regulation, ordinance, code, and rule   of common law now or hereafter in effect and in each case as amended, and any   binding judicial or administrative interpretation thereof, including any   binding judicial or administrative order, consent decree, or judgment,   relating to pollution or protection of the environment, including, without   limitation, ambient air, indoor air, surface water, groundwater, soil, land   surface and subsurface strata and natural resources such as flora, fauna, or   wetlands, or protection of human health or safety (to the extent relating to   human exposure to Hazardous Materials) and including those relating to the   generation, storage, treatment, transport, Release, or threat of Release of   Hazardous Materials. “Equity Interest” shall mean Capital Stock and all   warrants, options, or other rights to acquire Capital Stock, but excluding   any debt security that is convertible into, or exchangeable for, Capital Stock.   “Equity Prepayment Event” shall mean 25% of the Net Cash Proceeds of the   issuance or sale #8983238089847286v115 -34- 


    




 










of any Equity   Interests of the Borrower; provided, that with respect to any Equity   Prepayment Event, the Borrower shall not be obligated to make any prepayment   otherwise required by Section 5.2 during any time when the Consolidated Total   Debt to Consolidated EBITDA Ratio (at the time of receipt of such proceeds)   is less than 3.50 to 1.00. “ERISA” shall mean the Employee Retirement Income   Security Act of 1974, as amended from time to time. “ERISA Affiliate” shall   mean any trade or business (whether or not incorporated) that, together with   any Credit Party, is treated as a single employer under Section 414 (b) or (c)   of the Code (and the Code). Sections 414(m) and (o) of the Code for purposes   of provisions relating to Section 412 of #8983238089847286v115 -35- 


    




 










“ERISA Event”   shall mean (i) the failure of any Plan to comply with any provisions of ERISA   and/or the Code (and applicable regulations under either) or with the terms   of such Plan; (ii) the existence with respect to any Plan of a non-exempt   Prohibited Transaction; (iii) any Reportable Event; (iv) the failure of any   Credit Party or ERISA Affiliate to make by its due date a required   installment under Section 430(j) of the Code with respect to any Pension Plan   or any failure by any Pension Plan to satisfy the minimum funding standards   (within the meaning of Section 412 of the Code or Section 302 of ERISA)   applicable to such Pension Plan, whether or not waived; (v) a determination   that any Pension Plan is in “at risk” status (within the meaning of Section   430 of the Code or Section 303 of ERISA); (vi) the filing pursuant to Section   412(c) of the Code or Section 302(c) of ERISA of an application for a waiver   of the minimum funding standard with respect to any Pension Plan; (vii) the   termination of, or the appointment of a trustee to administer, any Pension   Plan under Section 4042 of ERISA or the incurrence by any Credit Party or any   of its ERISA Affiliates of any liability under Title IV of ERISA with respect   to the termination of any Pension Plan (other than for PBGC premiums due but   not delinquent under Section 4007 of ERISA), including but not limited to the   imposition of any Lien in favor of the PBGC or any Pension Plan; (viii) the   receipt by any Credit Party or any of its ERISA Affiliates from the PBGC or a   plan administrator of any notice to terminate any Pension Plan under Section   4041 of ERISA or to appoint a trustee to administer any Pension Plan under   Section 4042 of ERISA; (ix) the failure by any Credit Party or any of its   ERISA Affiliates to make any required contribution to a Multiemployer Plan;   (x) the incurrence by any Credit Party or any of its ERISA Affiliates of any   liability with respect to the withdrawal from any Pension Plan subject to   Section 4063 of ERISA during a plan year in which it was a “substantial   employer” (within the meaning of Section 4001(a)(2) of ERISA), or a cessation   of operations that is treated as such a withdrawal under Section 4062(e) of   ERISA, or the complete or partialwithdrawal(within the meaning ofSection   4203or4205ofERISA)from any Multiemployer Plan; (xi) the receipt by any Credit   Party or any of its ERISA Affiliates of any notice concerning the imposition   of Withdrawal Liability or a determination that a Multiemployer Plan is, or   is expected to be, Insolvent, in “endangered” or “critical” status (within   the meaning of Section 432 of the Code or Section 305 of ERISA), or   terminated (within the meaning of Section 4041A of ERISA); or (xii) the   failure by any Credit Party or any of its ERISA Affiliates to pay when due   (after expiration of any applicable grace period) any installment payment   with respect to Withdrawal Liability under Section 4201 of ERISA. “EU Bail-In   Legislation Schedule” shall mean the EU Bail-In Legislation Schedule   published by the Loan Market Association (or any successor person), as in   effect from time to time. “Event of Default” shall have the meaning provided   in Section 11. “Excess Cash Flow” shall mean, for any period, an amount equal   to the excess of: (i) the sum, without duplication (in each case, for the   Borrower and the Restricted Subsidiaries on a consolidated basis), of: (a)   Consolidated Net Income for such period, (b) deducted in an amount equal to   the amount of all non-cash charges to the extent arriving at such   Consolidated Net Income and cash receipts to the extent excluded in arriving   at such Consolidated Net Income, #8983238089847286v115 -36- 


    




 










(c) decreases   in Consolidated Working Capital for such period (other than (1)   reclassification of items from short-term to long-term or vice versa and (2)   any such decreases arising Restricted Subsidiaries accounting), from   acquisitions or Asset Sales by the Borrower and the completed during such   period or the application of purchase #8983238089847286v115 -37- 


    




 










(d)an amount   equal to the aggregate net non-cash loss on Asset Sales by the Borrower and   the Restricted Subsidiaries during such period (other than Asset Sales in the   ordinary course of business) to the extent deducted in arriving at such   Consolidated Net Income, (e) cash receipts in respect of Hedge Agreements   during such period to the extent not otherwise included in Consolidated Net   Income, and (f) increases in current and non-current deferred revenue to the   extent deducted or not included in arriving at such Consolidated Net Income;   over (ii) the sum, without duplication, of: (a) Consolidated Consolidated an   amount equal to the amount of all non-cash credits included in arriving at   such Net Income, cash charges to the extent excluded in arriving at such Net   Income, and Transaction Expenses to the extent not deducted in arriving at   such Consolidated Net Income and paid in cash during such period, (b)without   duplication of amounts deducted pursuant to clause (k) below in prior   periods, the amount of Capital Expenditures or acquisitions of Intellectual   Property accrued or made in cash during such period, except to the extent   that such Capital Expenditures or acquisitions were financed with the   proceeds of long-term Indebtedness of the Borrower or the Restricted   Subsidiaries (unless such Indebtedness has been repaid other than with the   proceeds of long-term indebtedness) other than intercompany loans, (c)the   aggregate amount of all principal payments of Indebtedness of the Borrower   the Restricted Subsidiaries (including (1) the principal component of   payments in respect of Capitalized Lease Obligations, (2) the amount of any   scheduled repayment of Term Loans and pursuant to pursuant to increase to   Section 2.5, and (3) the amount of a mandatory prepayment of Term Loans   Section 5.2(a) to the extent required due to an Asset Sale that resulted in   an Consolidated Net Income and not in excess of the amount of such increase   but excluding (A) all other prepayments of Term Loans and (B) all prepayments   of Revolving Loans (and any other revolving loans (unless there is an   equivalent permanent reduction in commitments thereunder)) made during such   period, except to the extent financed with the proceeds of other long-term   Indebtedness of the Borrower or the Restricted Subsidiaries, (d) an amount   equal to the aggregate net non-cash gain on Asset Sales by the Borrower and   the Restricted Subsidiaries during such period (other than Asset Sales in the   ordinary course of business) to the extent included in arriving at such   Consolidated Net Income, (e) increasesinConsolidatedWorking   Capitalforsuchperiod(other than (1) reclassification of items from short-term   to long-term or vice versa and (2) any such increasesarising from   acquisitions or Asset Sales by the Borrower and the Restricted Subsidiaries   completed during such period or the application of purchase accounting), (f)   payments in cash by the Borrower and the Restricted Subsidiaries during such   period in respect of any purchase price holdbacks, earn-out obligations, and   long-term liabilities of the Borrower and the Restricted Subsidiaries other   than Indebtedness, to the extent not already deducted from Consolidated Net   Income, #8983238089847286v115 -38- 


    




 










(g)without   duplication of amounts deducted pursuant to clause (k) below in prior fiscal   periods, the aggregate amount of cash consideration paid by the Borrower and   the Restricted Subsidiaries (on a consolidated basis) in connection with   Investments (including acquisitions (but excluding Investments of the type described   in clauses (a) and (b) of Section 10.6) made during such period to the extent   that such Investments were not financed with the proceeds received from (1)   the issuance or incurrence of long-term Indebtedness or (2) the issuance of   Capital Stock, (h)the amount of dividends paid in cash during such period (on   a consolidated basis) by the Borrower and the Restricted Subsidiaries, to the   extent such dividends were not financed with the proceeds received from (1)   the issuance or incurrence of long-term Indebtedness or[reserved], (2) the   issuance of Capital Stock, (i) the aggregate amount of expenditures actually   made by the Borrower and the Restricted Subsidiaries in cash during such   period (including expenditures for the payment of financing fees) to the   extent that such expenditures are not expensed during such period and are not   deducted in calculating Consolidated Net Income, (j) the aggregate amount of   any premium, make-whole, or penalty payments actually paid in cash by the   Borrower and the Restricted Subsidiaries during such period that are made in   connection with any prepayment of Indebtedness to the extent that such   payments are not deducted in calculating Consolidated Net Income, (k) without   duplication of amounts deducted from Excess Cash Flow in other periods, (1)   the aggregate consideration required to be paid in cash by the Borrower or   any of its Restricted Subsidiaries pursuant to binding contracts (the   “Contract Consideration”) entered into prior to or during such period and (2)   anyor planned cash expenditures by the Borrower or any of the Restricted   Subsidiaries, in an aggregate amount not to exceed $25.0 million (the   “Planned Expenditures”), in the case of each of clauses (1) and (2), relating   to Permitted Acquisitions (or Investments similar to those made for Permitted   Acquisitions), Capital Expenditures, or acquisitions of Intellectual Property   to be consummated or made during the period of four consecutive fiscal   quarters of the Borrower following the end of such period (except to the extent   financed with any of the proceeds received from (A) the issuance or   incurrence of long-term Indebtedness or (B) the issuance of Equity   Interests); provided that to the extent that the aggregate amount of cash   actually utilized to finance such Permitted Acquisitions (or Investments   similar to those made for Permitted Acquisitions), Capital Expenditures, or   acquisitions of Intellectual Property during such following period of four   consecutive fiscal quarters is less than the Contract Consideration and Planned   Expenditures, the amount of such shortfall shall be added to the calculation   of Excess Cash Flow, at the end of such period of four consecutive fiscal   quarters,; provided, further that any amounts deducted under this clause (k)   shall be first deducted from the portion of Excess Cash Flow that was not   required to be applied as a mandatory prepayment under Section 5.2(a)(11),   and only the excess above such amount shall be deducted from the applicable   mandatory prepayment, (l) the amount of taxes (including penalties and   interest) paid in cash or tax reserves set aside or payable (without   duplication) in such period to the extent they exceed the amount of tax   expense deducted in determining Consolidated Net Income for such period,   #8983238089847286v115 -39- 


    




 










(m) cash   expenditures in respect of Hedge Agreements during such period to the extent   not deducted in arriving at such Consolidated Net Income, and (n) decreases   in current and non-current deferred revenue to the extent included or not   deducted in arriving at such Consolidated Net Income. #8983238089847286v115   -40- 


    




 










“Excluded   Property” shall have the meaning set forth in the Security Agreement.   “Excluded Stock and Stock Equivalents” shall mean (i) any Capital Stock or   Stock Equivalents with respect to which, in the reasonable judgment of the   Administrative Agent and the Borrower (as agreed to in writing), the cost or   other consequences of pledging such Capital Stock or Stock Equivalents in   favor of the Secured Parties under the Security Documents shall be excessive   in view of the benefits to be obtained by the Lenders therefrom, (ii) solely   in the case of any pledge of Voting Stock of any CFC or CFC Holding Company,   any Capital Stock in excess of 66% of the outstanding Voting Stock and 100%   of the Non-Voting Stock of such CFC or CFC Holding Company, (iii) any Capital   Stock of any direct or indirect Subsidiary of a CFC or CFC Holding Company;   (iv) any Capital Stock or Stock Equivalents to the extent the pledge thereof   would violate any applicable Requirements of Law after giving effect to the   applicable provisions of the Uniform Commercial Code or other applicable law   (including any legally effective requirement to obtain the consent of any   Governmental Authority unless such consent has been obtained), (v) in the   case of (A) any Capital Stock or Stock Equivalents of any Subsidiary to the   extent such Capital Stock or Stock Equivalents are subject to a Lien   permitted by clause (ix) of the definition of Permitted Lien or (B) any   Capital Stock or Stock Equivalents of any Subsidiary that is not Wholly-Owned   by the Borrower and its Subsidiaries at the time such Subsidiary becomes a   Subsidiary, any Capital Stock or Stock Equivalents of each such Subsidiary   described in clause (A) or (B) to the extent (I) that a pledge thereof to   secure the Obligations is prohibited by any applicable Contractual   Requirement (other than customary non-assignment provisions which are   ineffective under the Uniform Commercial Code or other applicable law and   other than proceeds thereof the assignment of which is expressly deemed   effective under the Uniform Commercial Code or other applicable law   notwithstanding such prohibition or restriction), (II) any Contractual   Requirement prohibits such a pledge without the consent of any other party;   provided that this clause (II) shall not apply if (x) such other party is a   Credit Party or Wholly-Owned Subsidiary or (y) consent has been obtained to   consummate such pledge (it being understood that the foregoing shall not be   deemed to obligate the Borrower or any Subsidiary to obtain any such consent)   and for so long as such Contractual Requirement or replacement or renewal   thereof is in effect, or (III) a pledge thereof to secure the Obligations   would give any other party (other than a Credit Party or Wholly-Owned   Subsidiary) to any contract, agreement, instrument, or indenture governing   such Capital Stock or Stock Equivalents the right to terminate its   obligations thereunder (other than customary non-assignment provisions which   are ineffective under the Uniform Commercial Code or other applicable law and   other than proceeds thereof the assignment of which is expressly deemed   effective under the Uniform Commercial Code or other applicable law   notwithstanding such prohibition or restriction), (vi) any Capital Stock or   Stock Equivalents of any Subsidiary to the extent that the pledge of such   Capital Stock or Stock Equivalents would result in materially adverse tax   consequences to the Borrower or any Subsidiary as reasonably determined by the   Borrower in consultation with the Administrative Agent, (vii) any Capital   Stock or Stock Equivalents that are margin stock, and (viii) any Capital   Stock and Stock Equivalents of any Subsidiary that is not a Material   Subsidiary or is an Unrestricted Subsidiary, a captive insurance Subsidiary,   an SPV or any special purpose entity. “Excluded Subsidiary” shall mean (i)   each Subsidiary, in each case, for so long as any such Subsidiary does not   (on (x) a consolidated basis with its Restricted Subsidiaries, if determined   on the Closing Date by reference to the Pro Forma Financial Statements or (y)   a consolidated basis with its Restricted Subsidiaries, if determined after   the Closing Date by reference to the financial statements delivered to the   Administrative Agent pursuant to Section 9.1(a) and (b)) constitute a   Material Subsidiary, (ii)(after December 31, 2018, solely to the extent that   the consent of a third party that is not an #8983238089847286v115 -41- 


    




 










Affiliate of   the Borrower is required in order for such Subsidiary to be a Guarantor and,   after use of commercially reasonable efforts, such consent is not obtained)   each Subsidiary that is not a Wholly-Owned Subsidiary on any date such   Subsidiary would otherwise be required to become a Guarantor pursuant to the   requirements of Section 9.11 (for so long as such Subsidiary remains a   non-Wholly-Owned Restricted Subsidiary), (iii) any CFC Holding Company, (iv)   any direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC, (v)   any Foreign Subsidiary, (vi) prior to December 31, 2018, each Subsidiary that   is prohibited by any applicable permitted Contractual Requirement (with   respect #8983238089847286v115 -42- 


    




 










to any such   Contractual Obligation, only to the extent existing on the Closing Date or on   the date such Subsidiary becomes a direct or indirect Subsidiary of the   Borrower and not incurred in contemplation thereof) or Requirements of Law   from guaranteeing or granting Liens to secure the Obligations at the time such   Subsidiary becomes a Restricted Subsidiary (and for so long as such   restriction or any replacement or renewal thereof is in effect), (vii) prior   to December 31, 2018, each Subsidiary with respect to which, as   reasonablyreaosnably determined by the Borrower, the consequence of providing   a Guarantee of the Obligations would adversely affect the ability of the   Borrower and its Subsidiaries to satisfy applicable Requirements of Law,   (viii) each Subsidiary with respect to which, as reasonably determined by the   Borrower in consultation with the Administrative Agent, providing such a   Guarantee would result in material adverse tax consequences to the Borrower   or one of its Subsidiaries, (ix) any other Subsidiary with respect to which,   in the reasonable judgment of the Administrative Agent and the Borrower, as   agreed in writing, the cost or other consequences of providing a Guarantee of   the Obligations shall be excessive in view of the benefits to be obtained by   the Lenders therefrom., (x) each Unrestricted Subsidiary[reserved], (xi) any   Receivables Subsidiary,[reserved], (xii) each other Subsidiary acquired   pursuant to a Permitted Acquisition or other Investment permitted hereunder   and financed with assumed secured Indebtedness permitted to be incurred   hereunder as assumed Indebtedness (and not incurred in contemplation of such   Permitted Acquisition), and each Restricted Subsidiary acquired in such   Permitted Acquisition or other Investment permitted hereunder that guarantees   such Indebtedness, in each case to the extent that, and for so long as, the   documentation relating to such Indebtedness to which such Subsidiary is a   party prohibits such Subsidiary from guaranteeing the Obligations and such   prohibition was not created in contemplation of such Permitted Acquisition or   other Investment permitted hereunder and (xiii) prior to December 31, 2018,   each SPV or not-for-profit Subsidiary. “Excluded Swap Obligation” shall mean,   with respect to any Credit Party, (a) any Swap Obligation if, and to the   extent that, all or a portion of the Obligations of such Credit Party of, or   the grant by such Credit Party of a security interest to secure, such Swap   Obligation (or any Obligations thereof) is or becomes illegal or unlawful   under the Commodity Exchange Act or any rule, regulation, or order of the   Commodity Futures Trading Commission (or the application or official   interpretation of any thereof) or (b) any other Swap Obligation designated as   an “Excluded Swap Obligation” of such Guarantor as specified in any agreement   between the relevant Credit Parties and Hedge Bank applicable to such Swap   Obligation. If a Swap Obligation arises under a master agreement governing   more than one swap, such exclusion shall apply only to the portion of such   Swap Obligation that is attributable to swaps for which such Obligation or   security interest is or becomes illegal or unlawful. “Excluded Taxes” shall   mean, with respect to the Administrative Agent, any Lender, or any other   recipient of any payment to be made by or on account of any obligation of any   Credit Party hereunder or under any other Credit Document, (i) Taxes imposed   on or measured by its overall net income, net profits, or branch profits   (however denominated, and including (for the avoidance of doubt) any backup   withholding in respect thereof under Section 3406 of the Code or any similar   provision of state, local, or foreign law), and franchise (and similar) Taxes   imposed on it (in lieu of net income Taxes), in each case by a jurisdiction   (including any political subdivision thereof) as a result of such recipient   being organized in, having its principal office in, or in the case of any   Lender, having its applicable lending office in, such jurisdiction, or as a   result of any other present or former connection with such jurisdiction (other   than any such connection arising solely 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 Credit Document, or sold or   assigned an interest in any Loan or Credit Document), (ii) any U.S. federal   withholding Tax imposed on any payment by or on #89832380v1 -43- 


    




 










account of any   obligation of any Credit Party hereunder or under any Credit Document that is   in required to be imposed on amounts payable to or for the account of a   Lender pursuant to laws force on the date on which (A) such Lender acquires   such interest in the Loan or #89832380v1 -44- 


    




 










Commitment   (other than pursuant to an assignment request by the Borrower under Section   13.7) or (B) such Lender changes its lending office, except in each case to   the extent that, pursuant to Section 5.4, amounts with respect to such Taxes   were payable either to such Lender’s assignor immediately before such Lender   acquired the applicable interest in a Loan or Commitment or to such Lender   immediately before it changed its lending office, (iii) any Taxes   attributable to a recipient’s failure to comply with Section 5.4(e), or (iv)   any withholding Tax imposed under FATCA. “Existing Class” shall mean any   Existing Term Loan Class and any Existing Revolving Credit Class. “Existing   Debt Facilities” shall mean: (i) that certain Amended and Restated Credit   Agreement, dated as of July 7, 2016, by and among the Borrower, the lenders   from time to time party thereto and Wells Fargo Bank, National Association,   as agent; (ii) that certain Credit Agreement, dated as of February 24, 2014,   by and among Intralinks, Inc., as borrower, the guarantors from time to time   party thereto, the lenders from time to time party thereto and JPMorgan Chase   Bank, N.A., as agent; and (iii) that certain Credit Agreement, dated as of   February 24, 2014, as amended, by and among Intralinks, Inc., as borrower,   the guarantors from time to time party thereto and JPMorgan Chase Bank, N.A.,   as lender. “Existing Revolving Credit Class” shall have the meaning provided   in Section 2.14(g)(ii). “Existing Revolving Credit Commitment” shall have the   meaning provided in Section 2.14(g)(ii). “Existing Revolving Credit Loans”   shall have the meaning provided in Section 2.14(g)(ii). “Existing Term Loan   Class” shall have the meaning provided in Section 2.14(g)(i). “Expiring   Credit Commitment” shall have the meaning provided in Section 2.1(f).   “Extended Repayment Date” shall have the meaning provided in Section 2.5(c).   “Extended Revolving Credit Commitments” shall have the meaning provided in   Section 2.14(g)(ii). “Extended Revolving Credit Loans” shall have the meaning   provided in Section 2.14(g)(ii). “Extended Revolving Loan Maturity Date”   shall mean the date on which any tranche of Extended Revolving Credit Loans   matures. “Extended Term Loan Repayment Amount” shallhavethemeaningprovided in   Section 2.5(c). “Extended Term Loans” shall have the meaning provided in   Section 2.14(g)(i). “Extending Lender” shall have the meaning provided in   Section 2.14(g)(iii). “Extension Amendment” shall have the meaning provided   in Section 2.14(g)(iv). #8983238089847286v115 -45- 


    




 










“Extension   Date” shall have the meaning provided in Section 2.14(g)(v). “Extension   Election” shall have the meaning provided in Section 2.14(g)(iii).   #8983238089847286v115 -46- 


    




 










“Extension   Request” shall mean a Term Loan Extension Request. “Extension Series” shall   mean all Extended Term Loans and Extended Revolving Credit Commitments that   are established pursuant to the same Extension Amendment (or any subsequent   Extension Amendment to the extent such Extension Amendment expressly provides   that the Extended Term Loans or Extended Revolving Credit Commitments, as   applicable, provided for therein are intended to be a part of any previously   established Extension Series) and that provide for the same interest margins,   extension fees, and amortization schedule. “Facility” means any Term Loan   Facility or Revolving Credit Facility, as the context may require. “Fair   Market Value” shall mean with respect to any asset or group of assets on any   date of determination, the value of the consideration obtainable in a sale of   such asset at such date of determination assuming a sale by a willing seller   to a willing purchaser dealing at arm’s length and arranged in an orderly   manner over a reasonable period of time having regard to the nature and   characteristics of such asset, as determined in good faith by the board of   directors of the Borrower. “FATCA” shall mean Sections 1471 through 1474 of   the Code, as of the date of this Agreement (or any amended or successor   version that is substantively comparable and not materially more onerous to   comply with), any current or future regulations or official interpretations   thereof, any agreements entered into pursuant to Section 1471(b)(1) of the   Code as of the date of this Agreement (or any amended or successor version   described above), any intergovernmental agreements (or related legislation or   official administrative rules or practices) implementing the foregoing, and   any laws, fiscal or regulatory legislation, rules, guidance notes and practices   adopted by a non-U.S. jurisdiction to effect any such intergovernmental   agreement. “Federal Funds Effective Rate” shall mean, for any day, the   weighted average of the per annum rates on overnight federal funds   transactions with members of the Federal Reserve System arranged by federal   funds brokers on such day, as published on the next succeeding Business Day   by the Federal Reserve Bank of New York; provided that (i) if such day is not   a Business Day, the Federal Funds Effective Rate for such day shall be such   rate on such transactions on the next preceding Business Day as so published   on the next succeeding Business Day, and (ii) if no such rate is so published   on such next succeeding Business Day, the Federal Funds Effective Rate for   such day shall be the average rate charged to the Administrative Agent on   such day on such transactions as determined by the Administrative Agent. If   the Federal Funds Effective Rate would otherwise be negative, it shall be   deemed to be 0.00%. “Fee Letters” shall mean (i) that certain Amended and   Restated Fee Letter dated as of January 4, 2017 by and among Goldman Sachs   Bank USA, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Bank of   America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated,   Keybank National Association, Keybanc Capital Markets Inc., Wells Fargo Bank,   N.A., Wells Fargo Securities, LLC and the Borrower and (ii) that certain   Administrative Agent Fee Letter dated as of January 19, 2017 by and among the   Administrative Agent and the Borrower, in each case as amended, amended and   restated, supplemented and/or replaced from time to time. “Fees” shall mean   all amounts payable pursuant to, or referred to in, Section 4.1. “First Lien   Intercreditor Agreement” shall mean an Intercreditor Agreement substantially   in #8983238089847286v115 -47- 


    




 










the form of   Exhibit H-1 (with such changes to such form as may be reasonably acceptable   to the Administrative Agent the and the Borrower) among the Administrative   Agent, the Collateral Agent, and #8983238089847286v115 -48- 


    




 










representatives   for purposes thereof for holders of one or more classes of First Lien   Obligations (other than the Obligations). “First Lien Obligations”   shallmeantheObligations and the Permitted Other Indebtedness Obligations that   are secured by Liens on the Collateral that rank on an equal priority basis   (but without regard to the control of remedies) with Liens on the Collateral   securing the Obligations. “First Lien Secured Leverage Test” shall mean, as   of any date of determination, with respect to the last day of the most   recently ended Test Period, the Consolidated First Lien Secured Debt to   Consolidated EBITDA Ratio shall be no greater than 3.00 to 1.00. “Fixed   Charge Coverage Ratio” shall mean, as of any date of determination, the ratio   of (i) Consolidated EBITDA for the Test Period most recently ended on or   prior to such date of determination to (ii) the Fixed Charges for such Test   Period. “Fixed Charges” shall mean, with respect to any Person for any   period, the sum of: (i) Consolidated Interest Expense of such Person and its   Restricted Subsidiaries on a consolidated basis for such period, (ii) all   cash dividend payments (excluding items eliminated in consolidation) on any   series of preferred stock of such Person made during such period, and (iii)   all cash dividend payments (excluding items eliminated in consolidation) on   any series of Disqualified Stock made during such period. “Foreign Benefit   Arrangement” shall mean any employee benefit arrangement mandated by non-U.S.   law that is maintained or contributed to by any Credit Party or any of its   Subsidiaries. “Foreign Plan” shall mean each “employee benefit plan” (within   the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that   is not subject to U.S. law and is maintained or contributed to by any Credit   Party or any of its Subsidiaries. “Foreign Plan Event” shall mean, with   respect to any Foreign Plan or Foreign Benefit Arrangement, (i) the failure   to make or, if applicable, accrue in accordance with normal accounting   practices, any employer or employee contributions required by applicable law   or by the terms of such Foreign Plan or Foreign Benefit Arrangement; (ii) the   failure to register or loss of good standing (if applicable) with applicable   regulatory authorities of any such Foreign Plan or Foreign Benefit   Arrangement required to be registered; or (iii) the failure of any Foreign   Plan or Foreign Benefit Arrangement to comply with any provisions of   applicable law and regulations or with the terms of such Foreign Plan or   Foreign Benefit Arrangement. “Foreign Subsidiary” shall mean each Subsidiary   of the Borrower that is not a Domestic Subsidiary. “Fronting Exposure” shall   mean, at any time there is a Defaulting Lender, (a) with respect to a Letter   of Credit Issuer, such Defaulting Lender’s Revolving Credit Commitment   Percentage of the outstanding L/C Obligations other than L/C Obligations 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 #8983238089847286v115 -49- 


    




 










Credit   #8983238089847286v115 -50- 


    




 










Commitment   Percentage of Swingline Loans as to which such Defaulting Lender’s   participation obligation has been reallocated to other Lenders or Cash   Collateralized in accordance with the terms hereof. “Fronting Fee” shall have   the meaning provided in Section 4.1(d). “Fund” shall mean any Person (other   than a natural Person) that is engaged or advises funds orother investment   vehicles that are engaged in making, purchasing, holding, or investing in   commercial loans and similar extensions of credit in the ordinary course.   “Funded Debt” shall mean all Indebtedness of the Borrower and the Restricted   Subsidiaries for borrowed money that matures more than one year from the date   of its creation or matures within one year from such date that is renewable   or extendable, at the option of the Borrower or any Restricted Subsidiary, to   a date more than one year from the date of its creation 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 amounts of such Funded Debt required to be paid or prepaid within one   year from the date of its creation), and, in the case of the Credit Parties,   Indebtedness in respect of the Loans. “GAAP” shall mean generally accepted   accounting principles in the United States, as in effect from time to time;   provided, however, that if the Borrower notifies the Administrative Agent   that the Borrower requests an amendment to any provision hereof to eliminate   the effect of any change occurring after the Closing Date in GAAP or in the   application thereof on the operation ofsuch provision, regardless of whether   any such notice is given before or after such change in GAAP or in the   application thereof, then such provision shall be interpreted on the basis of   GAAP as in effect and applied immediately before such change shall have   become effective until such notice shall have been withdrawn or such   provision amended in accordance herewith. Notwithstanding any other provision   contained herein, the amount of any Indebtedness under GAAP with respect to   Capitalized Lease Obligations shall be determined in accordance with the   definition of Capitalized Lease Obligations. “Governmental Authority” shall   mean any nation, sovereign, or government, any state, province, territory, or   other political subdivision thereof, and any entity or authority exercising   executive, legislative, judicial, taxing, regulatory, or administrative   functions of or pertaining to government, including a central bank or stock   exchange (including any supranational body exercising such powers or   functions, such as the European Union or the European Central Bank).   “Granting Lender” shall have the meaning provided in Section 13.6(g).   “Guarantee” shall mean (i) the Guarantee made by each Guarantor in favor of   the Collateral Agent for the benefit of the Secured Parties, substantially in   the form of Exhibit B, and (ii) any other guarantee of the Obligations made   by a Restricted Subsidiary in form and substance reasonably acceptable to the   Administrative Agent. “guarantee obligations” shall mean, as to any Person,   any obligation of such Person guaranteeing or intended to guarantee any   Indebtedness of any primary obligor in any manner, whether directly or   indirectly, including any obligation of such Person, whether or not   contingent, (i) to purchase any such Indebtedness or any property   constituting direct or indirect security therefor, (ii) to advance or supply   funds (a) for the purchase or payment of any such Indebtedness or (b) to   maintain working capital or equity capital of the primary obligor or otherwise   to maintain the net worth or solvency of the primary obligor, (iii) to   purchase property, securities, or services primarily #8983238089847286v115   -51- 


    




 










for the purpose   of assuring the owner #8983238089847286v115 -52- 


    




 










of any such   Indebtedness of the ability of the primary obligor to make payment of such   Indebtedness, or (iv) otherwise to assure or hold harmless the owner of such   Indebtedness against loss in respect thereof; provided, however, that the   term guarantee obligations shall not include endorsements of instruments for   deposit or collection in the ordinary course of business or customary and   reasonable indemnity obligations or product warranties in effect on the   Closing Date or entered into in connection with any acquisition or   disposition of assets permitted under this Agreement (other than such   obligations with respect to Indebtedness). The amount of any guarantee   obligation shall be deemed to be an amount equal to the stated or determinable   amount of the Indebtedness in respect of which such guarantee obligation is   made or, if not stated or determinable, the maximum reasonably anticipated   liability in respect thereof (assuming such Person is required to perform   thereunder) as determined by such Person in good faith. “Guarantors” shall   mean (i) each Subsidiary of the Borrower that is party to the Guarantee on   the Closing Date and (ii) each Subsidiary of the Borrower that becomes a   party to the Guarantee after the Closing Date pursuant to Section 9.11 or   otherwise; provided that in no event shall any Excluded Subsidiary be   required to be a Guarantor (unless such Subsidiary is no longer an Excluded   Subsidiary). “Hazardous Materials” shall mean (i) any petroleum or petroleum   products, radioactive materials, friable asbestos, polychlorinated biphenyls,   and radon gas; (ii) any chemicals, materials, or substances defined as or   included in the definition of “hazardous substances,” “hazardous waste,”   “hazardousmaterials,”“extremelyhazardouswaste,”“restrictedhazardouswaste,”“toxic   substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of   similar import, under any Environmental Law; and (iii) any other chemical,   material, or substance, which is prohibited, limited, or regulated due to its   dangerous or deleterious properties or characteristics, by any Environmental   Law. “Hedge Agreements” shall mean (i) any and all rate swap transactions,   basis swaps, credit derivative transactions, forward rate transactions,   commodity swaps, commodity options, forward commodity contracts, equity or   equity index swaps or options, bond or bond price or bond index swaps or   options or forward bond or forward bond price or forward bond index   transactions, interest rate options, forward foreign exchange transactions,   cap transactions, floor transactions, collar transactions, currency swap   transactions, cross-currency rate swap transactions, currency options, spot   contracts, or any other similar transactions or any combination of any of the   foregoing (including any options to enter into any of the foregoing), whether   or not any such transaction is governed by or subject to any master   agreement, and (ii) any and all transactions of any kind, and the related   confirmations, which are subject to the terms and conditions of, or governed   by, any form of master agreement published by the International Swaps and   Derivatives Association, Inc., any International Foreign Exchange Master   Agreement, or any other master agreement (any such master agreement, together   with any related schedules, a “Master Agreement”), including any such   obligations or liabilities under any Master Agreement. “Hedge Bank” shall   mean (a) any Person that, at the time it enters into a Hedge Agreement with   the Borrower or any Restricted Subsidiary, is a Lender, an Agent or an   Affiliate of a Lender or an Agent and (b) with respect to any Hedge Agreement   entered into prior to the Closing Date, any Person that is a Lender or an   Agent or an Affiliate of a Lender or an Agent on the Closing Date. “Hedging   Obligations” shall mean, with respect to any Person, the obligations of such   Person under any Hedge Agreements. #8983238089847286v115 -53- 


    




 










“Houlihan   Lokey” shall mean Houlihan Lokey Capital, Inc. “Impacted Loans” shall have   the meaning provided in Section 2.10(a). “Increased Amount Date” shall mean,   with respect to any New Loan Commitments, the date which such New Loan   Commitments shall be effective. on #8983238089847286v115 -54- 


    




 










“Incremental   Loans” shall have the meaning provided in Section 2.14(c). “Incremental   Revolving Credit Commitments” shall have the meaning provided in Section   2.14(a). “Incremental Revolving Credit Loans” shall have the meaning provided   in Section 2.14(b). “Incremental Revolving Credit Maturity Date” shall mean   the date on which any tranche ofRevolving CreditLoansmade pursuantto the   Lenders’Incremental Revolving Credit Commitments matures. “Incremental   Revolving Loan Lender” shall have the meaning provided in Section 2.14(b).   “incur” shall have the meaning provided in Section 10.1. “Indebtedness” shall   mean, with respect to any Person, (i) any indebtedness (including principal   and premium) of such Person, whether or not contingent (a) in respect of   borrowed money, (b) evidenced by bonds, notes, debentures, or similar   instruments or letters of credit or bankers’ respect thereof), (c)   acceptances (or, without double counting, reimbursement agreements in   representing the balance deferred and unpaid   (includingCapitalizedLeaseObligations), ofthe or purchase price of   anyproperty (d) representing any Hedging Obligations, if and to the extent   that any of the foregoing Indebtedness (other than letters of credit and   Hedging Obligations) would appear as a net liability upon a balance sheet   (excluding the footnotes thereto) of such Person prepared in accordance with   GAAP, (ii) to the extent not otherwise included, any obligation by such   Person to be liable for, or to pay, as obligor, guarantor or otherwise, on   the obligations of the type referred to in clause (i) of another Person   (whether or not such items would appear upon the balance sheet of such   obligor or guarantor), other than by endorsement of negotiable instruments   for collection in the ordinary course of business, (iii) to the extent not   otherwise included, all obligations of such Person in respect of Disqualified   Stock and (iv) to the extent not otherwise included, the obligations of the   type referred to in clause (i) of another Person secured by a Lien on any   asset owned by such Person, whether or not such Indebtedness is assumed by   such Person; provided that notwithstanding the foregoing, Indebtedness shall   be deemed not to include (1) Contingent Obligations incurred in the ordinary   course of business, (2) obligations under or in respect of Receivables   Facilities, (3) prepaid or deferred revenue arising in the ordinary course of   business, (4) purchase price holdbacks arising in the ordinary course of   business in respect of a portion of the purchase price of an asset to satisfy   warrants or other unperformed obligations of the seller of such asset, (5)   any balance that constitutes a trade payable or similar obligation to a trade   creditor, accrued in the ordinary course of business, or (6) any earn-out   obligation until such obligation is reflected as a liability on the balance   sheetof such Person in accordance with GAAP. The amount of Indebtedness of   any Person for purposes of clause (iv) above shall (unless such Indebtedness   has been assumed by such Person) be deemed to be equal to the lesser of (x)   the aggregate unpaid amount of such Indebtedness and (y) the Fair Market   Value of the property encumbered thereby as determined by such Person in good   faith. For all purposes hereof, the Indebtedness of the Borrower and the   Restricted Subsidiaries, shall exclude all intercompany Indebtedness having a   term not exceeding 365 days (inclusive of any roll-over or extensions of   terms) and made in the ordinary course of business consistent with past   practice. #8983238089847286v115 -55- 


    




 










“Indemnified   Liabilities” shall have the meaning provided in Section 13.5. “Indemnified   Person” shall have the meaning provided in Section 13.5.   #8983238089847286v115 -56- 


    




 










“Indemnified   Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with   respect to any payment made by or on account of any obligation of any Credit   Party under any Loan Document and (b) to the extent not otherwise described   in clause (a) above, Other Taxes. “Initial Period End Date” shall mean the   later of (a) December 15, 2017 and (b) in the event that, prior to December   15, 2017, the Borrower has publicly announced an End Date Transaction, then   the date after December 15, 2017 when either such End Date Transaction is   consummated or the Borrower or its counterparty publicly discloses that the   Borrower or such counterparty will no longer pursue such End Date   Transaction, or that such End Date Transaction cannot or will not be   consummated for any reason. “Initial Term Loan” shall have the meaning   provided in Section 2.1(a). “Initial Term Loan Commitment” shall mean, in the   case of each Lender that is a Lender on the Closing Date, the amount set   forth opposite such Lender’s name on Schedule 1.1(a) as such Lender’s Initial   Term Loan Commitment. The aggregate amount of the Initial Term Loan   Commitments as of the Closing Date is $900,000,000. “Initial Term Loan   Lender” shall mean a Lender with an Initial Term Loan Commitment or an   outstanding Initial Term Loan. “Initial Term Loan Maturity Date” shall mean   January 19, 2024 or, if such date is not a Business Day, the immediately   preceding Business Day. “Initial Term Loan Repayment Amount” shall have the   meaning provided in Section 2.5(b). “Initial Term Loan Repayment Date” shall   have the meaning provided in Section 2.5(b). “Insolvent” shall mean, with   respect to any Multiemployer Plan, the condition that such Multiemployer Plan   is “insolvent” within the meaning of Section 4245 of ERISA. “Intellectual inventions,   designs, trademarks, service Property” shall mean all intellectual property,   including all processes and know-how; (b) copyrights and works of marks,   trade names, brand names, corporate names, Internet (i) (a) patents,   authorship; (c) domain names, logos, trade dress, and other source   indicators, and the goodwill of any business symbolized thereby; (d) trade   secrets; and (e) rights in software, data and databases, and (ii) all   registrations and applications for registration of the foregoing. “Interest   Period” shall mean, with respect to any Loan, the interest period applicable   thereto, as determined pursuant to Section 2.9. “Investment” shall mean, with   respect to any Person, all investments by such Person in other Persons   (including Affiliates) in the form of loans (including guarantees), advances,   or capital contributions (excluding accounts receivable, trade credit,   advances to customers, commission, travel, and similar advances to officers   and employees, in each case made in the ordinary course business), purchases   or other acquisitions for consideration of Indebtedness, Equity Interests,   other securities issued by any other Person and investments that are required   by GAAP to of or be classified on the consolidated balance sheet (excluding   the footnotes) of the Borrower in the same manner as the other investments   included in this definition to the extent such transactions involve the   #8983238089847286v115 -57- 


    




 










transfer of   cash or other property; provided that Investments shall not include, in the   case of the Borrower and the Restricted Subsidiaries, intercompany loans   (including guarantees), advances, or Indebtedness having a term not exceeding   364 days (inclusive of any roll-over or extensions of terms) and made in the   ordinary course of business. For purposes of the definition of Unrestricted   Subsidiary and Section 10.5 and 10.6, #8983238089847286v115 -58- 


    




 










(i) Investments   shall include the portion (proportionate to the Borrower’s equity interest in   such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary   of the Borrower at the time that such Subsidiary is designated an   Unrestricted Subsidiary; provided that upon a redesignation of such   Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to   continue to have a permanent Investment in an Unrestricted Subsidiary in an   amount (if positive) equal to (a) the Borrower’s Investment in such   Subsidiary at the time of such redesignation less (b) the portion   (proportionate to the Borrower’s equity interest in such Subsidiary) of the   Fair Market Value of the net assets of such Subsidiary at the time of such   redesignation; and (ii) any property transferred to or from an Unrestricted   Subsidiary shall be valued at its Fair Market Value at the time of such   transfer. The amount of any Investment outstanding at any time shall be the   original cost of such Investment, reduced by any dividend, distribution,   interest payment, return of capital, repayment, or other amount received by   the Borrower or a Restricted Subsidiary in respect of such Investment   (provided that, with respect to amounts received other than in the form of   Cash Equivalents, such amount shall be equal to the Fair Market Value of such   consideration). “Investment Grade Rating” shall mean a rating equal to or   higher than Baa3 (or the equivalent) by Moody’s and BBB-(or the equivalent)   by S&P, or an equivalent rating by any other rating agency. “Investment   Grade Securities” shall mean: (i) securities issued or directly and fully   guaranteed or insured by the United States government or any agency or   instrumentality thereof (other than Cash Equivalents), (ii) debt securities   or debt instruments with an Investment Grade Rating, but excluding any debt   securities or instruments constituting loans or advances among the Borrower   and its Subsidiaries, (iii)investments in any fund that invest at least 90%   in investments of the type described in clauses (i) and (ii) which fund may   also hold immaterial amounts of cash pending investment or distribution, and   (iv) corresponding instruments in countries other than the United States   customarily utilized for high-quality investments. “ISP” shall mean, with   respect to any Letter of Credit, the “International Standby Practices 1998”   as published by the Institute of International Banking Law & Practice (or   such later version thereof as may be in effect at the time of issuance).   “Issuer Documents” shall mean, with respect to any Letter of Credit, the   Letter of Credit Request and any other document, agreement, and instrument   entered into by the applicable Letter of Credit Issuer and the Borrower (or   any other Restricted Subsidiary) or in favor of the applicable Letter of   Credit Issuer and relating to such Letter of Credit. “Joinder Agreement”   shall mean an agreement substantially in the form of Exhibit A. #89832380v1   -59- 


    




 










“Joint Lead   Arrangers and Joint Bookrunners” shall mean Goldman Sachs Bank USA,   CreditSuisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith   Incorporated, KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC.   “Joint Venture Subsidiaries” means each of SNCR, LLC and Zentry, LLC. “Junior   Debt” shall mean any Indebtedness (other than any permitted intercompany   Indebtedness owing the Borrower or any Restricted Subsidiary) constituting   Subordinated Indebtedness or that is secured by a Lien ranking junior to   Liens securing the Obligations. “Latest Term Loan Maturity Date” shall mean,   at any date of determination, the latest maturity or expiration date applicable   to any Term Loan hereunder at such time, including the latest maturity or   expiration date of any New Term Loan or any Extended Term Loan, in each case   as extended in accordance with this Agreement from time to time. “L/C   Borrowing” shall mean an extension of credit resulting from a drawing under   any Letter of Credit which has not been reimbursed on the date when made or   refinanced as a Borrowing. “L/C Facility Maturity Date” shall mean the date   that is five Business Days prior to the Revolving Credit Maturity Date;   provided that the L/C Facility Maturity Date may be extended beyond such date   with the consent of the applicable Letter of Credit Issuer. “L/C Obligations”   shall mean, as at any date of determination, the aggregate amount available   to be drawn under all outstanding Letters of Credit plus the aggregate of all   Unpaid Drawings, including all L/C Borrowings. For all purposes of this   Agreement, if on any date of determination a Letter of Credit has expired by   its terms but any amount may still be drawn thereunder by reason of the   operation of Rule 3.14 of the International Standby Practices (ISP98), such   Letter of Credit shall be deemed to be “outstanding” in the amount so   remaining available to be drawn. Unless otherwise specified herein, the amount   of a Letter of Credit at any time shall be deemed to be the stated amount of   such Letter of Credit in effect at such time. “L/C Participant” shall have   the meaning provided in Section 3.3(a). “L/C Participation” shall have the   meaning provided in Section 3.3(a). “L/C Sublimit” shall mean up to $25.0   million in aggregate amount of Letters of Credit that may be issued under the   Revolving Credit Facility. “LCT Election” shall have the meaning provided in   Section 1.12(b). “LCT Test Date” shall have the meaning provided in Section   1.12(b). “Lender” shall have the meaning provided in the preamble to this   Agreement. “Lender Default” shall mean (i) the refusal or failure of any   Lender to make available its portion of any incurrence of Loans, which   refusal or failure is not cured within one business day after the date of   such refusal or failure, unless such Lender notifies the Administrative Agent   in writing that such refusal or failure is the result of such Lender’s good   faith determination that one or more conditions precedent to funding (each of   which conditions precedent, together with any applicable default, shall be   specifically identified in writing) has not been satisfied, (ii) the failure   of any Lender to pay over to the #8983238089847286v115 -60- 


    




 










Administrative   Agent or any other Lender any other amount required to be paid by it   hereunder within one business day of the date when due, unless the subject of   a good faith dispute, (iii) a Lender has notified, in writing, the Borrower   or the Administrative Agent that it does not intend to comply with its   funding obligations under this Agreement or has made a public statement to   that effect with respect to its funding obligations under this Agreement, or   a Lender has publicly announced that it does not intend to comply with its   funding obligations under other loan agreements, credit agreements or similar   facilities generally, (iv) a Lender has failed to confirm in a manner   reasonably satisfactory to the Administrative Agent that it will comply with   its funding obligations under this Agreement (v) a Distressed Person has   admitted in writing that it is insolvent or such Distressed Person becomes   subject to a Lender-Related Distress Event or (vi) a Lender has become the   subject of a Bail-In Action; provided that no Lender Default shall occur   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 or   instrumentality) to reject, repudiate, disavow or disaffirm any contracts or   agreements made with such Lender. “Lender-Related Distress Event” shall mean,   with respect to any Lender or any other Person that directly or indirectly   controls such Lender (each, a “Distressed Person”), other than via an   Undisclosed Administration, a voluntary or involuntary case with respect to   such Distressed Person under any debt relief law, or a custodian,   conservator, receiver, or similar official is appointed for such Distressed   Person or any substantial part of such Distressed Person’s assets, or such   Distressed Person, or any Person that directly or indirectly controls such   Distressed Person or is subject to a forced liquidation or such Distressed   Person makes a general assignment for the benefit of creditors or is   otherwise adjudicated as, or determined by any governmental authority having   regulatory authority over such Distressed Person to be, insolvent or   bankrupt; provided that a Lender-Related Distress Event shall not be deemed   to have occurred solely by virtue of the ownership or acquisition of any   equity interests in any Lender or any Person that directly or indirectly   controls such Lender by a governmental authority or an instrumentality   thereof. “Letter of Credit” shall mean each letter of credit issued pursuant   to Section 3.1, including for the avoidance of doubt all Letters of Credit   existing on the Closing Date and set forth on Schedule 1.1(c); provided that   each of Goldman Sachs Bank USA and Credit Suisse AG shall only be required to   issue standby Letters of Credit hereunder. “Letter of Credit Commitment”   shall mean with respect to each Letter of Credit Issuer, the amount set forth   on Schedule 1.1(b), as may be reduced from time to time pursuant to Section   3.1. “Letter of Credit Expiration Date” shall mean the day that is three   Business Days prior to the scheduled Maturity Date then in effect for the   Revolving Credit Facility. “Letter of Credit Exposure” shall mean, with   respect to any Lender, at any time, the sum of (i) the amount of the   principal amount of any Unpaid Drawings in respect of which such Lender has   made (or is required to have made) payments to the Letter of Credit Issuers   pursuant to Section 3.4(a) at such time and (ii) such Lender’s Revolving   Credit Commitment Percentage of the Letters of Credit Outstanding at such   time (excluding the portion thereof consisting of Unpaid Drawings in respect   of which the Lenders have made (or are required to have made) payments to the   Letter of Credit Issuers pursuant to Section 3.4(a)). #8983238089847286v115   -61- 


    




 










“Letter of   Credit Fee” shall have the meaning provided in Section 4.1(b).   #8983238089847286v115 -62- 


    




 









 



“Letter of   Credit Issuer” shall mean Goldman Sachs Bank USA, Credit Suisse AG, JPMorgan   Chase Bank, N.A., Bank of America, N.A., Keybank National Association and   Wells Fargo Bank, N.A. and/or one of their respective designated Affiliates   or branches and other Lenders reasonably acceptable to the Borrower and the   Administrative Agent which agree to issue Letters of Credit hereunder;   provided that in respect of a Letter of Credit issued pursuant to the terms   of this Agreement, the “Letter of Credit Issuer” shall be the Letter of   Credit Issuer which has issued the Letter of Credit and the relevant   provisions herein and the other Loan Documents shall be construed accordingly   to refer to the applicable Letter of Credit Issuer, as appropriate. Any   Letter of Credit Issuer may, in its discretion, arrange for one or more   Letters of Credit to be issued by one or more Affiliates or branches of such   Letter of Credit Issuer (and such Affiliate shall be deemed to be a “Letter   of Credit Issuer” for all purposes of the Loan Documents). As of the Closing   Date, the respective commitments of each Letter of Credit Issuer are set   forth on Schedule 1.1(b), which commitments may be amended pursuant to   Section 3.1(a). “Letter of Credit Request” shall mean a notice executed and   delivered by the Borrower pursuant to Section 3.2, in form acceptable to the   applicable Letter of Credit Issuer in its reasonable discretion. “Letters of   Credit Outstanding” shall mean, at any time the sum of, without duplication,   (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii)   the aggregate amount of the principal amount of all Unpaid Drawings. “Level I   Status” shall mean, on any date, the circumstance that Level II Status does   not exist. “Level II Status” shall mean, on any date, the circumstance that   the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less   than or equal to 2.50 to 1.00 as of such date. “LIBOR” shall have the meaning   provided in the definition of LIBOR Rate. “LIBOR Loan” shall mean any Loan bearing   interest at a rate determined by reference to Adjusted LIBOR Rate. the “LIBOR   Rate” shall mean, (i) for any Interest Period with respect to a LIBOR Loan,   the rate per annum equal to the offered rate administered by ICE Benchmark   Administration (“LIBOR”) or successor rate, which rate is approved by the   Administrative Agent, on the applicable Reuters screen page (or such other   commercially available source providing such quotations of LIBOR as   designated by the Administrative Agent from time to time) at approximately   11:00 a.m., London time, two Business Days prior to the commencement of such   Interest Period, for Dollar deposits (for delivery on the first day of such   Interest Period) with a term equivalent to such Interest Period, and (ii)for   any interest calculation with respect to an ABR Loan on any date, the rate   per annum equal to LIBOR, at or about 11:00 a.m., London time, determined two   Business Days prior to such date for Dollar deposits with a term of one month   commencing that day; provided that to the extent a comparable or successor   rate is approved by the Administrative Agent in connection herewith, the   approved rate shall be applied in a manner consistent with market practice;   provided, further, that to the extent such market practice is not administratively   feasible for the Administrative Agent, such approved rate   #8983238089847286v115 -63- 


    




 










shall be   applied in a manner as in consultation with the Borrower. otherwise   reasonably determined by the Administrative Agent #8983238089847286v115 -64- 


    




 










“Lien” shall   mean with respect to any asset, any mortgage, lien, pledge, hypothecation,   charge, security interest, preference, priority, or encumbrance of any kind   in respect of such asset, whether or not filed, recorded or otherwise   perfected under applicable law, including any conditional sale or other title   retention agreement, any lease in the nature thereof, any option or other   agreement to sell or give a security interest in, and any filing of, or   agreement to, give any financing statement under the Uniform Commercial Code   (or equivalent statutes) of any jurisdiction; provided that in no event shall   an operating lease or a non-exclusive license, sub-license or cross-license   to Intellectual Property be deemed to constitute a Lien. “Limited Condition   Transaction” shall mean any acquisition or investment by one or more of the   Borrower and its Restricted Subsidiaries otherwise permitted by the Credit   Documents whose consummation is not conditioned on the availability of, or on   obtaining, third party financing. “Limited Waiver Default” shall have the   meaning provided in Amendment No. 1. “Loan” shall mean any Revolving Loan,   Swingline Loan, Term Loan or any other loan made by any Lender pursuant to   this Agreement. “Mandatory Borrowing” shall have the meaning provided in   Section 2.1(d). “Master Agreement” shall have the meaning provided in the   definition of the term “Hedge Agreement.” “Material Adverse Effect” shall   mean a circumstance or condition affecting the business, assets, operations,   properties, or financial condition of the Borrower and its Subsidiaries,   taken as a whole, that would, individually or in the aggregate, materially   adversely affect (i) the ability of the Borrower and the other Credit   Parties, taken as a whole, to perform their payment obligations under this   Agreement or any of the other Credit Documents or (ii) the rights and   remedies of the Administrative Agent and the Lenders under the Credit   Documents. “Material Subsidiary” shall mean, at any date of determination,   each Restricted Subsidiary (i) whose total assets at the last day of the Test   Period ending on the last day of the most recent fiscal period for which   Section 9.1 Financials have been delivered were equal to or greater than (x)   5.0% or (y) after December 31, 2018, 1.0%, of the Consolidated Total Assets   of the Borrower and the Restricted Subsidiaries at such date or (ii) whose   revenues during such Test Period were equal to or greater than 5.01.0% of the   consolidated revenues of the Borrower and the Restricted Subsidiaries for   such period, in each case determined in accordance with GAAP; provided that   if, at any time and from time to time after the Closing Date, Restricted   Subsidiaries that are not Material Subsidiaries (other than Subsidiaries that   are Excluded Subsidiaries by virtue of any of clauses (ii) through (xiii) of   the definition of “Excluded Subsidiary”) have, in the aggregate, (a) total   assets at the last day of such Test Period equal to or greater than (x) 7.5%   or (y) after December 31, 2018, 2.5%, of the Consolidated Total Assets of the   Borrower and the Restricted Subsidiaries at such date or (b) revenues during   such Test Period equal to or greater than (x) 7.5% or (y) after December 31,   2018, 2.5%, of the consolidated revenues of the Borrower and the Restricted   Subsidiaries for such period, in each case determined in accordance with   GAAP, then the Borrower shall, on the date on which financial statements for   such quarter are delivered pursuant to this Agreement, designate in writing   to the Administrative Agent one or more of such Restricted Subsidiaries as   Material Subsidiaries for each fiscal period until this proviso is no longer   applicable. “Maturity Date” shall mean the Revolving Credit Maturity Date,   the Extended Revolving Credit Maturity Date, any Incremental Revolving Loan   Maturity Date, the Initial Term Loan Maturity #89832380v1 -65- 


    




 










Date, the New   Term Loan Maturity Date or the maturity date of an Extended Term Loan, as   applicable. #89832380v1 -66- 


    




 










“Maximum   Incremental Facilities Amount” shall mean, at any date of determination, (i)   the sum of (a) $300,000,000 (the “Fixed Incremental Amount”) and (b) the   aggregate amount of voluntary prepayments of Term Loans and, to the extent   accompanied by permanent optional reductions of Revolving Credit Commitments,   Revolving Loans (excluding purchases of the Loans by the Borrower and its   Subsidiaries below par) in each case, other than from proceeds of the   incurrence of long-term Indebtedness, plus (ii) an amount such that, after   giving effect to the incurrence of such amount the Borrower would be in   compliance on a Pro Forma Basis (including any adjustments required by such   definition as a result of a contemplated Permitted Acquisition) with the   First Lien Secured Leverage Test ((I) assuming that all Indebtedness incurred   pursuant to Section 2.14(a) or Section 10.1(v)(i) on such date of   determination would be included in the definition of Consolidated First Lien   Secured Debt, whether or not such Indebtedness would otherwise be so   included, (II) without netting any cash proceeds of suchincurrence and (III)   assuming the Incremental Revolving Credit Commitments established at such   time are fully drawn), minus (iiiii) the sum of (a) the aggregate principal   amount of New Loan Commitments incurred pursuant to Section 2.14(a) prior to   such date and (b) the aggregate principal amount of Permitted Other   Indebtedness issued or incurred (including any unused commitments obtained)   Amountpursuant to Section 10.1(v)(i) prior to such date, in each case, using   the Fixed Incremental Amount. “Merger” shall mean the short-form merger of   Merger Sub with and into the Target following the Tender Offer, pursuant to   the Acquisition Agreement. “MFN Protection” shall have the meaning provided   in Section 2.14(d)(iii). “Minimum Borrowing Amount” shall mean with respect   to a Borrowing, $500,000. “Minimum Collateral Amount” shall mean, at any   time, (i) with respect to Cash Collateral consisting of cash or Cash   Equivalents or deposit account balances provided to reduce or eliminate   Fronting Exposure during the existence of a Defaulting Lender, an amount   equal to 103% of the Fronting outstanding at Equivalents or Exposure of the   Letter of Credit Issuer with respect to Letters of Credit issued and such   time and (ii) with deposit account balances respect to Cash Collateral   consisting of cash or Cash provided in accordance with the provisions of   Section equal to 101% of the outstanding amount of all L/C 3.8(a)(i),   (a)(ii), or (a)(iii), an amount Obligations. “Minimum Tender Condition” shall   have the meaning provided in Section 2.15(b). “Moody’s” shall mean Moody’s   Investors Service, Inc. or any successor by merger or consolidation to its   business. “Mortgage” shall mean a mortgage, deed of trust, deed to secure   debt, trust deed, or other security document entered into by the owner of a   Mortgaged Property and the Collateral Agent for the benefit of the Secured   Parties in respect of that Mortgaged Property to secure the Obligations, in   form and substance reasonably acceptable to the Collateral Agent and the   Borrower, together with such terms and provisions as may be required by local   laws. “Mortgaged Property” shall mean each parcel of real property and   improvements thereto with respect to which a Mortgage is granted pursuant to   Section 9.14. “Multiemployer Plan” shall mean a “multiemployer plan” as   defined in Section 4001(a)(3) of ERISA to which any Credit Party or ERISA   Affiliate makes or is obligated to make contributions, orduring the five   preceding calendar years, has made or been obligated to make   #8983238089847286v115 -67- 


    




 










contributions.   #8983238089847286v115 -68- 


    




 










“Net Cash   Proceeds” shall mean, with respect to any Prepayment Event and any incurrence   of Permitted Other Indebtedness, (i) the gross cash proceeds (including   payments from time to time in respect of installment obligations, seller   financing or seller notes, earn-out obligations and other deferred or   contingent consideration, if applicable, but only as and when received)   received by or on behalf of the Borrower or any of its Restricted   Subsidiaries in respect of such Prepayment Event or incurrence of Permitted   Other Indebtedness, as the case may be, less (ii) the sum of: (a)the amount,   if any, of all taxes (including in connection with any repatriation of funds)   paid or estimated to be payable by the Borrower or any of its Restricted   Subsidiaries in connection with such Prepayment Event or incurrence of   Permitted Other Indebtedness, (b)the amount of any reasonable reserve   established in accordance with GAAP against any liabilities (other than any   taxes deducted pursuant to clause (a) above) (1) associated with the assets   that are the subject of such Prepayment Event and (2) retained by the   Borrower orany of the Restricted Subsidiaries; provided that the amount of   any subsequent reduction of such reserve (other than in connection with a   payment in respect of any such liability) shall be deemed to be Net Cash   Proceeds of such a Prepayment Event occurring on the date of such reduction,   (c) the amount of any Indebtedness (other than the Loans and Permitted Other   Indebtedness) secured by a Lien on the assets that are the subject of such   Prepayment Event to the extent that the instrument creating or evidencing   such Indebtedness requires that such Indebtedness be repaid upon consummation   of such Prepayment Event, (d) in the case of any Asset Sale Prepayment Event   or Casualty Event or Permitted Sale Leaseback, the amount of any proceeds of   such PrepaymentCasualty Event that the Borrower or Reinvestment Reinvestment   Subsidiaries; any Restricted Subsidiary has reinvested (or intends to   reinvest within the Period or has entered into a binding commitment prior to   the last day of the Period to reinvest) in the business of the Borrower or   any of the Restricted provided that any portion of such proceeds that has not   been so reinvested within such Reinvestment Period (with respect to such   Prepayment Event, the “Deferred Net Cash Proceeds”) shall, unless the   Borrower or a Restricted Subsidiary has entered into a binding commitment   prior to the last day of such Reinvestment Period to reinvest such proceeds   no later than 180 days following the last day of such Reinvestment Period,   (1) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event,a   Casualty Event, or Permitted Sale Leaseback occurring on the last day of such   Reinvestment Period or, if later, 180 days after the date the Borrower or   such Restricted Subsidiary has entered into such binding commitment, as applicable   (such last day or 180th day, as applicable, the “Deferred Net Cash Proceeds   Payment Date”), and (2) be applied to the repayment of Term Loans in   accordance with Section 5.2(a)(i); (e) in the case of any Asset Sale   Prepayment Event, Casualty Event, or Permitted Sale Leaseback by a   non-Wholly-Owned Restricted Subsidiary, the pro rata portion of the Net Cash   Proceeds thereof (calculated without regard to this clause (e)) attributable   to non-controlling interests and not available for distribution to or for the   account of the Borrower or a Wholly-Owned Restricted Subsidiary as a result   thereof; (f) in the case of any Asset Sale Prepayment Event or Permitted Sale   Leaseback, any funded escrow established pursuant to the documents evidencing   any such sale or disposition to secure any indemnification obligations or   adjustments to the purchase price associated with #8983238089847286v115 -69- 


    




 










any such sale   or disposition; provided that the amount of any subsequent reduction of such   escrow (other than in connection with a payment in respect of any such   liability) shall be deemed to be Net Cash Proceeds of such a Prepayment Event   occurring on the date of such reduction solely to #8983238089847286v115 -70- 


    




 










the extent that   the Borrower and/or any Restricted Subsidiaries receives cash in an amount   equal to the amount of such reduction; and (g) all fees and out-of-pocket   expenses paid by the Borrower or a Restricted Subsidiary in connection with   any of the foregoing (for the avoidance of doubt, including, (1) in the case   of the issuance of Permitted Other Indebtedness, any fees, underwriting   discounts, premiums, and other costs and expenses incurred in connection with   such issuance and (2) attorney’s fees, investment banking fees, survey costs,   title insurance premiums, and related   searchandrecordingcharges,transfertaxes,deedormortgagerecordingtaxes,   underwriting discounts andcommissions, other customaryexpenses,andbrokerage,   consultant, accountant, and other customary fees), in each case, only to the   extent not already deducted in arriving at the amount referred to in clause   (i) above. “Net Income” shall mean, with respect to any Person, the net   income (loss) of such Person, determined in accordance with GAAP and before   any reduction in respect of preferred stock dividends. “New Loan Commitments”   shall have the meaning provided in Section 2.14(a). “New Revolving Credit   Commitments” shall have the meaning provided in Section 2.14(a). “New   Revolving Credit Loan” shall have the meaning provided in Section 2.14(b).   “New Revolving Loan Lender” shall have the meaning provided in Section   2.14(b). “New Revolving Loan Repayment Amount” shall have the meaning   provided in Section 2.5(c). “New Revolving Loan Repayment Date” shall have   the meaning provided in Section 2.5(c). “New Term Loan” shall have the   meaning provided in Section 2.14(c). “New Term Loan Commitments” shall have   the meaning provided in Section 2.14(a). “New Term Loan Lender” shall have   the meaning provided in Section 2.14(c). “New Term Loan Maturity Date” shall   mean the date on which a New Term Loan matures. “New Term Loan Repayment   Amount” shall have the meaning provided in Section 2.5(c). “New Term Loan   Repayment Date” shall have the meaning provided in Section 2.5(c). “Non-Bank   Tax Certificate” shall have the meaning provided in Section 5.4(e)(ii)(B)(3).   “Non-Consenting Lender” shall have the meaning provided in Section 13.7(b).   “Non-Defaulting Lender” shall mean and include each Lender other than a   Defaulting #8983238089847286v115 -71- 


    




 










Lender.   “Non-Expiring Credit Commitment” shall have the meaning provided in Section   2.1(f). “Non-Extension Notice Date” shall have the meaning provided in   Section 3.2(d). #8983238089847286v115 -72- 


    




 










“Non-U.S.   Lender” shall mean any Lender that is not a “United States person” as defined   by Section 7701(a)(30) of the Code. “Non-Voting Stock” shall mean, with   respect to any Person as of any date, the Capital Stock of such Person that   is at the time not entitled to vote in the election of the board of directors   of such Person. “Notice of Borrowing” shall have the meaning provided in   Section 2.3(a). “Notice of Conversion or Continuation” shall have the meaning   provided in Section 2.6(a). “Obligations” shall mean all advances to, and   debts, liabilities, obligations, covenants, and duties of, any Credit Party   arising under any Credit Document or otherwise with respect to any Revolving   Credit Commitment, Loan, or Letter of Credit or under any Secured Cash   Management Agreement or Secured Hedge Agreement (other than with respect to   any Credit Party’s obligations that constitute Excluded Swap Obligations   solely with respect to such Credit Party), in each case, entered into with   the Borrower or any of the Restricted Subsidiaries, whether direct or   indirect (including those acquired by assumption), absolute or contingent,   due or to become due, now existing or hereafter arising and including   interest and fees that accrue after the commencement by or against any Credit   Party or any Affiliate thereof of any proceeding under any bankruptcy or   insolvency law naming such Person as the debtor in such proceeding,   regardless of whether such interest and fees are allowed claims in such   proceeding. Without limiting the generality of the foregoing, the Obligations   of the Credit Parties under the Credit Documents (and any of their   Subsidiaries to the extent they have obligations under the Credit Documents)   include the obligation (including guarantee obligations) to pay principal,   interest, charges, expenses, fees, attorney costs, indemnities, and other   amounts payable by any Credit Party under any Credit Document. “OFAC” means   the Office of Foreign Assets Control of the U.S. Department of Treasury.   “Original Revolving Credit Commitments” shall mean all Revolving Credit   Commitments, Existing Revolving Credit Commitments, and Extended Revolving   Credit Commitments, other than any New Revolving Credit Commitments (and any   Extended Revolving Credit Commitments related thereto). “Other Taxes” shall   mean all present or future stamp, registration, court or documentary Taxes or   any other excise, property, intangible, mortgage recording, filing or similar   Taxes arising from any payment made hereunder or under any other Credit   Document or from the execution, delivery, performance, enforcement or   registration of, from the receipt or perfection of a security interest under,   or otherwise with respect to, this Agreement or any other Credit Document;   provided that such term shall not include (i) any Taxes that result from an   assignment, (“Assignment Taxes”) to the extent such Assignment Taxes are   imposed as a result of a connection between the Lender and the taxing   jurisdiction(other than a connection arising solely from any Credit Documents   or any transactions contemplated thereunder), except to the extent that any   such action described in this proviso is requested or required by the   Borrower or (ii) Excluded Taxes. “Overnight Rate” shall mean, for any day,   the greater of (a) the Federal Funds Effective Rate and (b) an overnight rate   determined by the Administrative Agent, the Letter of Credit Issuer or the   Swingline Lender, as the case may be, in accordance with banking industry   rules on interbank compensation. “Participant” shall have the meaning   provided in Section 13.6(c)(i). #8983238089847286v115 -73- 


    




 










“Participant   Register” shall have the meaning provided in Section 13.6(c)(ii).   #8983238089847286v115 -74- 


    




 










“Participating   Member State” shall mean any member state of the European Union that adopts   or has adopted the Euro as its lawful currency in accordance with legislation   of the European Union relating to economic and monetary union. “Patriot Act”   shall have the meaning provided in Section 13.18. “PBGC” shall mean the   Pension Benefit Guaranty Corporation referred to and defined in ERISA and any   successor entity performing similar functions. “Pension Plan” shall mean any   “employee pension benefit plan” (as defined in Section 3(2) of ERISA, but   excluding any Multiemployer Plan) that is subject to Title IV of ERISA,   Section 302 of ERISA or Section 412 of the Code, in respect of which any   Credit Party or any ERISA Affiliate is (or, if such plan were terminated,   would under Section 4062 or Section 4069 of ERISA, be deemed to be) an   “employer” as defined in Section 3(5) of ERISA. “Permitted Acquisition” shall   have the meaning provided in Section 10.6(c). “Permitted Asset Swap” shall   mean the concurrent purchase and sale or exchange of Related Business Assets   or a combination of Related Business Assets and cash or Cash Equivalents   between the Borrower or a Restricted Subsidiary and another Person; provided   that any cash or Cash Equivalents received must be applied in accordance with   Section 10.4. “Permitted Debt Exchange” shall have the meaning provided in   Section 2.15(a). “Permitted Debt Exchange Notes” shall have the meaning   provided in Section 2.15(a). “Permitted Debt Exchange Offer” shall have the   meaning provided in Section 2.15(a). “Permitted Investments” shall have the   meaning provided in Section 10.6. “Permitted Liens” shall mean, with respect   to any Person: (i)pledges or deposits by such Person under workmen’s   compensation laws, unemployment insurance laws, or similar legislation, or   good faith deposits in connection with bids, tenders, contracts (other than   for the payment of Indebtedness), or leases to which such Person is a party,   or deposits to secure public or statutory obligations of such Person or   deposits of cash or U.S. government bonds to secure surety or appeal bonds to   which such Person is a party, or deposits as security for the payment of rent   or deposits made to secure obligations arising from contractual or warranty   refunds, in each case, incurred in the ordinary course of business; (ii)Liens   imposed by law, such as carriers’, warehousemen’s, materialmen’s,   repairmen’s, and mechanics’ Liens, in each case, for sums not yet overdue for   a period of more than 60 days or being contested in good faith by appropriate   proceedings or other Liens arising out of judgments or awards against such   Person with respect to which such Person shall then be reserves with GAAP;   proceeding with an appeal or other proceedings for review if adequate respect   thereto are maintained on the books of such Person in accordance with (iii)   Liens for taxes, assessments, or other governmental charges not yet overdue   for a periodofmore than60daysorwhich are being contested in good faith by   appropriate #8983238089847286v115 -75- 


    




 










proceedings   diligently conducted, if adequate reserves with respect thereto are   maintained on the books of such Person in accordance with GAAP or are not   required to be paid pursuant to Section 8.11, or for property taxes on   property of such Person, which Person has determined to abandon if the sole   recourse for such tax, assessment, charge, levy, or claim is to such   property; (iv) Liens in favor of issuers of performance, surety, bid,   indemnity, warranty, release, appeal, or similar bonds or with respect to   other regulatory requirements or letters of credit or bankers’ acceptances   issued, and completion guarantees provided for, in each case pursuant to the   request of and for the account of such Person in the ordinary course of its   business; (v) minor survey exceptions, minor encumbrances, ground leases,   easements, or reservations of, or rights of others for, licenses,   rights-of-way, servitudes, sewers, electric lines, drains, telegraph and   telephone and cable television lines, gas and oil pipelines, and other   similarpurposes, or zoning, building codes, or other restrictions (including,   without limitation, minor defects or irregularities in title and similar   encumbrances) as to the use of real properties or Liens incidental to the   conduct of the business of such Person or to the ownership of its properties   which were not incurred in connection with Indebtedness and which do not, in   the aggregate, materially adversely affect the value of said properties or   materially impair their use in the operation of the business of such Person;   (vi) Liens securing Indebtedness permitted to be outstanding pursuant to   clause (a), (c), (k), (q), (u), (v) or (w) of Section 10.1; provided that,   (a) in the case of clause (c) of Section 10.1, such Lien may not extend to   any property or equipment (or assets affixed or appurtenant thereto) other   than the property or equipment being financed or refinanced under such clause   (c) of Section 10.1, replacements of such property, equipment or assets, and   additions and accessions and in the case of multiple financings of equipment   provided by any lender, other equipment financed by such lender; (b) in the   case of clause (q) of Section 10.1, such Lien may not extend to any assets   other than the assets owned by the Restricted Subsidiaries incurring such   Indebtedness; and (c) in the case of Liens securing Permitted Other   Indebtedness Obligations that constitute First Lien Obligations pursuant to   this clause (vi), the applicable Permitted Other Indebtedness Secured Parties   (or a representative thereof on behalf of such holders) shall enter into   security documents with terms and conditions not materially more restrictive   to the Credit Parties, taken as a whole, than the terms and conditions of the   Security Documents and (1) in the case of the first such issuance of   Permitted Other Indebtedness constituting First Lien Obligations, the   Collateral Agent, the Administrative Agent and the representative for the   holders of such Permitted Other Indebtedness Obligations shall have entered   into the First Lien Intercreditor Agreement and (2) in the case of subsequent   issuances of Permitted Other Indebtedness constituting First Lien   Obligations, the representative for the holders of such Permitted Other   Indebtedness Obligations shall have become a party to the First Lien   Intercreditor Agreement in accordance with the terms thereof; and (d) in the   case of Liens securing Permitted Other Indebtedness Obligations that do not   constitute First Lien Obligations pursuant to this clause (vi), the   applicable Permitted Other Indebtedness Secured Parties (or a representative   thereof on behalf of such holders) shall enter into security documents with   terms and conditions not materially more restrictive to the Credit Parties,   taken as a whole, than the terms and conditions of the Security Documents and   shall (x) in the case of the first such issuance of Permitted Other   Indebtedness that do not constitute First Lien Obligations, thex) the   Collateral Agent, the Administrative Agent and the representative of the   holders of such Permitted Other Indebtedness Obligations   #8983238089847286v115 -76- 


    




 










shall have   entered into the Second Lien Intercreditor Agreement and (y) in the case of   subsequent issuances of Permitted Other Indebtedness that do not constitute   #8983238089847286v115 -77- 


    




 










First Lien   Obligations, the representative for the holders of such Permitted Other   Indebtedness shall have become a party to the Second Lien Intercreditor   Agreement in accordance with the terms thereof; without any further consent   of the Lenders, the Administrative Agent and the Collateral Agent shall be   authorized to execute and deliver on behalf of the Secured Parties the First   Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement   contemplated by this clause (vi); (vii) subject to Section 9.14, other than   with respect to Mortgaged Property, Liens existing on the Closing Date;   provided that any Lien securing Indebtedness or other obligations in excess   of $5.0 million in the aggregate (when taken together with all other Liens   securing obligations outstanding in reliance on this clause (vii) that are   not listed on Schedule 10.2) shall only be permitted if set forth on Schedule   10.2, and, in each case, any modifications, replacements, renewals, or extensions   thereof; (viii)Liens on property or shares of stock of a Person at the time   such Person becomes Subsidiary; provided such Liens are not created or   incurred in connection with, or in a contemplation of, such other Person   becoming a Subsidiary; provided, further, however, that such Liens may not   extend to any other property owned by the Borrower or any Restricted   Subsidiary (other than, with respect to such Person, any replacements of such   property or assets and additions and accessions thereto, after-acquired   property subject to a Lien securing Indebtedness and other obligations   incurred prior to such time and which Indebtedness and other obligations are   permitted hereunder that require, pursuant to their terms at such time, a   pledge of after-acquired property of such Person, and the proceeds and the   products thereof and customary security deposits in respect thereof and in   the case of multiple financings of equipment provided by any lender, other   equipment financed by such lender, it being understood that such requirement   shall not be permitted to apply to any property to which such requirement   would not have applied but for such acquisition); (ix)Liens on property at   the time the Borrower or a Restricted Subsidiary acquired the property,   including any acquisition by means of a merger or consolidation with or into   the Borrower or any Restricted Subsidiary or the designation of an   Unrestricted Subsidiary as a Restricted Subsidiary; provided that such Liens   are not created or incurred in connection with, or in contemplation of, such   acquisition, merger, consolidation, or designation; provided, further,   however, that such Liens may not extend to any other property owned by the   Borrower or any Restricted Subsidiary (other than, with respect to such   property, any replacements of such property or assets and additions and   accessions thereto, after-acquired property subject to a Lien securing   Indebtedness and other obligations incurred prior to such time and which   Indebtedness and other obligations are permitted hereunder that require,   pursuant to their terms at such time, a pledge of after-acquired property,   and the proceeds and the products thereof and customary security deposits in   respect thereof and in the case of multiple financings of equipment provided by   any lender, other equipment financed by such lender, it being understood that   such requirement shall not be permitted to apply to any property to which   such requirement would not have applied but for such acquisition); (x) Liens   on property of any Restricted Subsidiary that is not a Credit Party, which   Liens secure Indebtedness of such Restricted Subsidiary or another Restricted   Subsidiary that is not a Credit Party, in each case, to the extent permitted   under Section 10.1; #89832380v1 -78- 


    




 










(xi) Liens   securing Hedging Obligations and Cash Management Services so long as the   related Indebtedness is, and is permitted hereunder to be, secured by a Lien   on the same property securing such Hedging Obligations and Cash Management   Services; (xii)Liens on specific items of inventory or other goods and   proceeds of any Person securing such Person’s obligations in respect of   bankers’ acceptances issued or created for the account of such Person to   facilitate the purchase, shipment, or storage of such inventory or other   goods; (xiv) Liens arising from Uniform Commercial Code financing statement   filings regarding operating leases or consignments entered into by the   Borrower or any Restricted Subsidiary in the ordinary course of business; (xv)   Liens in favor of the Borrower or any Guarantor; (xvi) Liens on equipment of   the Borrower or any Restricted Subsidiary granted in the ordinary course of   business to the Borrower’s or such Restricted Subsidiary’s client at which   such equipment is located; (xvii) Liens on accounts receivable and related   assets incurred in connection with a Receivables Facility[reserved]; (xviii)   Liens to secure any refinancing, refunding, extension, renewal, or   replacement (or successive refinancing, refunding, extensions, renewals, or   replacements) as a whole, or in part, of any Indebtedness secured by any Lien   referred to in clauses (vi), (vii), (viii), (ix), (x), and (xv) of this   definition of Permitted Liens; provided that (a) such new Lien shall be   limited to all or part of the same property that secured the original Lien   (plus improvements on such property), and (b) the Indebtedness secured by   such Lien at such time is not increased to any amount greater than the sum of   (1) the outstanding principal amount or, if greater, the committed amount of   the Indebtedness described under clauses (vi), (vii), (viii), (ix), (x), and   (xv) at the time the original Lien became a Permitted Lien under this   Agreement, and (2) an amount necessary to pay any fees and expenses,   including premiums and accrued and unpaid interest, related to such   refinancing, refunding, extension, renewal, or replacement; (xix) deposits   made or other security provided to secure liabilities to insurance carriers   under insurance or self-insurance arrangements in the ordinary course of   business; (xx) other Liens securing obligations (including Capitalized Lease   Obligations) which do not exceed the greater of (a) $85.0 million and (b)   4.0% of Consolidated Total Assets for the most recently ended Test Period   (calculated on a Pro Forma Basis) at the time of the incurrence of such Lien;   provided that at the Borrower’s election, (i) no such Liens pursuant to this   clause$25.0 million; (xx) shall secured Indebtedness constituting First Lien   Obligations; and (ii) the applicable Permitted Other Indebtedness Secured   Parties (or a representative thereof on behalf of such holders) shall enter   into security documents with terms and conditions not materially more   restrictive to the Credit Parties, taken as a whole, than the terms and   conditions of the Security Documents and shall (x) in the case of the first   such issuance of Permitted Other Indebtedness that do not constitute First   Lien Obligations, the Collateral Agent, the Administrative Agent and the   representative of the holders of such Permitted Other #8983238089847286v115   -79- 


    




 










Indebtedness   Obligations shall have entered into the Second Lien Intercreditor Agreement   and (y) in the case of subsequent issuances of Indebtedness secured by Liens   pursuant to this clause (xx), the representative for the holders of   #8983238089847286v115 -80- 


    




 










such Permitted   Other Indebtedness shall have become a party to the Second Lien Intercreditor   Agreement in accordance with the terms thereof; and without any further   consent of the Lenders, the Administrative Agent and the Collateral Agent   shall be authorized to execute and deliver on behalf of the Secured Parties   the Second Lien Intercreditor Agreement contemplated by this clause (xx);   (xxi) Liens securing judgments for the payment of money not constituting an   Event of Default under Section 11.5 or Section 11.10; (xxii) Liens in favor   of customs and revenue authorities arising as a matter of law to secure   payment of customs duties in connection with the importation of goods in the   ordinary course of business; (xxiii)Liens (a) of a collection bank arising   under Section 4-210 of the Uniform Commercial Code or any comparable or   successor provision on items in the course of collection, (b) attaching to   commodity trading accounts or other commodity brokerage accounts incurred in   the ordinary course of business, and (c) in favor of banking or other   financial institutions or other electronic payment service providers arising   as a matter of law encumbering deposits (including the right of set-off) and   which are within the general parameters customary in the banking or finance   industry; (xxiv) Liens deemed to exist in connection with Investments in   repurchase agreements permitted under Section 10.1; provided that such Liens   do not extend to any assets other than those that are the subject of such   repurchase agreement; (xxv)Liens encumbering reasonable customary initial   deposits and margin deposits and similar Liens attaching to commodity trading   accounts or other brokerage accounts incurred in the ordinary course of   business and not for speculative purposes; (xxvi) Liens that are contractual   rights of set-off (a) relating to the establishment of depository relations   with banks not given in connection with the issuance of Indebtedness, (b)   relating to pooled deposits or sweep accounts of the Borrower or any of the   Restricted Subsidiaries to permit satisfaction of overdraft or similar   obligations incurred in the ordinary course of business of the Borrower and   the Restricted Subsidiaries, or (c) relating to purchase orders and other   agreements entered into by the Borrower or any of the Restricted Subsidiaries   in the ordinary course of business; (xxvii) Liens (a) solely on any cash   earnest money deposits made by the Borrower or any of the Restricted   Subsidiaries in connection with any letter of intent or purchase agreement   permitted under this Agreement or (b) consisting of an agreement to dispose   of any property pursuant to a disposition permitted hereunder; (xxviii)rights   reserved or vested in any Person by the terms of any lease, license, franchise,   grant, or permit held by the Borrower or any of the Restricted Subsidiaries   or by a statutory provision, to terminate any such lease, license, franchise,   grant, or permit, or to require annual or periodic payments as a condition to   the continuance thereof; (xxix) restrictive covenants affecting the use to   which real property may be put; #89832380v1 -81- 


    




 










provided that   the covenants are complied with; #89832380v1 -82- 


    




 










(xxx)security   given to a public utility or any municipality or governmental authority when   required by such utility or authority in connection with the operations of   that Person in the ordinary course of business; (xxxi) zoning by-laws and   other land use restrictions, including, without limitation, site plan   agreements, development agreements, and contract zoning agreements;   (xxxii)Liens arising out of conditional sale, title retention, consignment,   or similar arrangements for sale of goods entered into by the Borrower or any   Restricted Subsidiary in the ordinary course of business; (xxxiii)Liens   arising under the Security Documents; (xxxiv)Liens on goods purchased in the   ordinary course of business, the purchase price of which is financed by a   documentary letter of credit issued for the account of the Borrower or any of   its Subsidiaries; (xxxv) (a) Liens on Equity Interests in joint ventures;   provided that any such Lien is in favor of a creditor of such joint venture   and such creditor is not an Affiliate of any partner to such joint venture   and (b) purchase options, call, and similar rights of, and restrictions for   the benefit of, a third party with respect to Equity Interests held by the   Borrower or any Restricted Subsidiary in joint ventures; (xxxvi)Liens on cash   and Cash Equivalents that are earmarked to be used to satisfy or discharge   Indebtedness; provided (a) such cash and/or Cash Equivalents are deposited   into an account from which payment is to be made, directly or indirectly, to   the Person or Persons holding the Indebtedness that is to be satisfied or   discharged, (b) such Liens extend solely to the account in which such cash   and/or Cash Equivalents are deposited and are solely in favor of the Person   or Persons holding the Indebtedness (or any agent or trustee for such Person   or Persons) that is to be satisfied or discharged, and (c) the satisfaction   or discharge of such Indebtedness is expressly permitted hereunder, (xxxvii)   with respect to any Foreign Subsidiary, other Liens and privileges arising   mandatorily by any Requirements of Law, and (xxxviii) to the extent pursuant   to a Requirements of Law, Liens on cash or Permitted Investments securing   Swap Obligations in the ordinary course of business and constituting Hedging   Obligations permitted by Section 10.1. For purposes of this definition, the term   “Indebtedness” shall be deemed to include interest on, and fees, expenses and   other obligations payable with respect to, such Indebtedness. “Permitted   Other Indebtedness” shall mean subordinated o r s e n i o r Indebtedness   (which Indebtedness may (i) be unsecured, or (ii) have the same lien priority   as the First Lien Obligations (without regard to control of remedies);   provided such Permitted Other Indebtedness is in the form of secured first   lien notes, or (iii) be secured by a Lien ranking junior to the Lien securing   the First Lien Obligations), in each case issued or incurred by the Borrower   or a Guarantor, (a) the terms of which do not provide for any scheduled   repayment, mandatory repayment, or redemption or sinking fund obligations   prior to, at the time of incurrence, the Latest Term Loan Maturity Date   (other than, in each case, customary offers or obligations to repurchase upon   a change of control, asset sale, or casualty or #8983238089847286v115 -83- 


    




 










condemnation   event, #8983238089847286v115 -84- 


    




 










AHYDO payments   and customary acceleration rights after an event of default), (b) the   covenants, taken as a whole, are not materially more restrictive to the   Borrower and the Restricted Subsidiaries than those herein (taken as a whole)   (except for covenants applicable only to the periods after the Latest Term   Loan Maturity Date) (it being understood that, (1) to the extent that any   financial maintenance covenant is added for the benefit of any such   Indebtedness (other than an amortizing Incremental Term Facility in the   fromform of a “term loan A” or similar form where such financial maintenance   covenant is also added for the benefit of the Revolving Credit Facility), no   consent shall be required by the Administrative Agent or any of the Lenders   if such financial maintenance covenant is also added for the benefit of any   corresponding Loans remaining outstanding after the issuance or incurrence of   such Indebtedness or (2) no consent shall be required by the Administrative   Agent or any of the Lenders if any covenants are only applicable after the   Latest Term Loan Maturity Date at the time of such refinancing); provided   that a certificate of an Authorized Officer of the Borrower delivered to the   Administrative Agent at least five Business Days (or such shorter period as   the Administrative Agent may reasonably agree) prior to the incurrence of   such Indebtedness, together with a reasonably detailed description of the   material terms and conditions of such Indebtedness or drafts of the   documentation relating thereto, stating that the Borrower has determined in   good faith that such terms and conditions satisfy the foregoing requirement   shall be conclusive evidence that such terms and conditions satisfy the   foregoing requirement unless the Administrative Agent notifies the Borrower   within two Business Days after receipt of such certificate that it disagrees   with such determination (including a reasonable description of the basis upon   which it disagrees), (c) of which no Subsidiary of the Borrower (other than a   Guarantor) is an obligor and (d) that, if secured, is not secured by a lien   any assets of the Borrower or its Subsidiaries other than the Collateral.   “Permitted Other Indebtedness Documents” shall mean any document or   instrument (including any guarantee, security agreement, or mortgage and   which may include any or all of the Credit Documents) issued or executed and   delivered with respect to any Permitted Other Indebtedness by any Credit   Party. “Permitted Other Indebtedness Obligations” shall mean, if any   Permitted Other Indebtedness is issued or incurred, all advances to, and   debts, liabilities, obligations, covenants, and duties of, any Credit Party   arising under any Permitted Other Indebtedness Document, whether direct or   indirect (including those acquired by assumption), absolute or contingent,   due or to become due, now existing orhereafter arising, and including   interest and fees that accrue after the commencement by or against any Credit   Party or any Affiliate thereof of any proceeding under any bankruptcy or   insolvency law naming such Person as the debtor in such proceeding,   regardless of whether such interest and fees are allowed claims in such   proceeding. Without limiting the generality of the foregoing, the Permitted   Other Indebtedness Obligations of the applicable Credit Parties under the   Permitted Other Indebtedness Documents (and any of their Restricted   Subsidiaries to the extent they have obligations under the Permitted Other   Indebtedness Documents) include the obligation (including guarantee   obligations) to pay principal, interest, charges, expenses, fees, attorney   costs, indemnities, and other amounts payable by anysuch Credit Party under   any Permitted Other Indebtedness Document. “Permitted Other Indebtedness   Secured Parties” shall mean the holders from time to time of secured   Permitted Other Indebtedness Obligations (and any representative on their   behalf). “Permitted Other Provision” shall have the meaning provided in   Section 2.14(g)(i). “Permitted Sale Leaseback” shall mean any Sale Leaseback   consummated by the Borrower orany of the Restricted Subsidiaries after the   Closing Date; provided that any such Sale Leaseback not between the Borrower   and a Restricted Subsidiary is consummated for fair value as #89832380v1 -85-   


    




 










determined at   the time of consummation in good faith by (i) the Borrower or such Restricted   Subsidiary or (ii) in the case of #89832380v1 -86- 


    




 










any Sale   Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of   which exceed the greater of (a) $10.0 million and (b) 0.5% of Consolidated   Total Assets for the most recently ended Test Period (calculated on a Pro   Forma Basis) at the time of the incurrence of such Sale Leaseback, the board   of directors (or analogous governing body) of the Borrower or such Restricted   Subsidiary (which such determination may take into account any retained   interest or other Investment of the Borrower or such Restricted Subsidiary in   connection with, and any other material economic terms of, such Sale   Leaseback). “Person” shall mean any individual, partnership, joint venture,   firm, corporation, limited liability company, association, trust, or other   enterprise or any Governmental Authority. “Plan” shall mean, other than any   Multiemployer Plan, any employee benefit plan (as defined in Section 3(3) of   ERISA), including any employee welfare benefit plan (as defined in Section   3(1) of ERISA), any employee pension benefit plan (as defined in Section 3(2)   of ERISA), and any plan which is both an employee welfare benefit plan and an   employee pension benefit plan, and in respect of which any Credit Party or,   with respect to any such plan that is that is subject to Title IV of ERISA,   Section 302 of ERISA or Section 412 of the Code, any ERISA Affiliate is (or,   if such Plan were terminated, would under Section 4062 or Section 4069 of   ERISA be reasonably likely to be deemed to be) an “employer” as defined in   Section 3(5) of ERISA. “Platform” shall have the meaning provided in Section   13.17(a). “Post-Acquisition Period” shall mean, with respect to any Permitted   Acquisition, the period beginning on the date such Permitted Acquisition is   consummated and ending on the last day of the eighth full consecutive fiscal   quarter immediately following the date on which such Permitted Acquisition is   consummated. “Prepayment Event” shall mean any Asset Sale Prepayment Event,   Debt Incurrence Prepayment Event, Casualty Event, Equity Prepayment Event or   any Permitted Sale Leaseback. “primary obligor” shall have the meaning   provided such term in the definition of Contingent Obligations. “Pro Forma   Adjustment” shall mean, for any Test Period that includes all or any part of   a fiscal quarter included in any Post-Acquisition Period, with respect to the   Acquired EBITDA of the applicable Acquired Entity or Business or Converted   Restricted Subsidiary or the Consolidated EBITDA of the Borrower, the pro   forma increase or decrease in such Acquired EBITDA or such Consolidated   EBITDA, as the case may be, projected by the Borrower in good faith as a   result of (i) actions taken during such Post-Acquisition Periodprior to the   time of calculation for the purposes of realizing reasonably identifiable and   factually supportable cost savings or (ii) any additional costs incurred   during such Post-Acquisition Periodin connection therewith, in each case, in   connection with the combination of the operations of such Acquired Entity or   Business or Converted Restricted Subsidiary with the operations of the   Borrower and the Restricted Subsidiaries; provided that (a) at the election   of the Borrower, such Pro Forma Adjustment shall not be required to be   determined for any Acquired Entity or Business or Converted Restricted   Subsidiary to the extent the aggregate consideration paid in connection with   such acquisition was less than $10.0 million; and (b) so long as such actions   are taken during such Post-Acquisition Period or such costs are incurred   during such Post-Acquisition Period, as applicable, it may be assumed, for   purposes of projecting such pro forma increase or decrease to such Acquired   EBITDA or such Consolidated EBITDA, as the case may be, that the applicable   amount of such cost savings will be realizable during the entirety of such   #8983238089847286v115 -87- 


    




 










Test Period, or   the applicable amount of such additional costs, as applicable, will be   incurred during the entirety of such #8983238089847286v115 -88- 


    




 










Test Period;   provided, further, that any such pro forma increase or decrease to such   Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be (i)   without duplication for cost additional costs already included in such   Acquired EBITDA or such Consolidated Section 1.12(b), as the case may be, for   such Test Period., (ii) (A) projected by the savings or EBITDA or Borrower in   good faith to be realized within twelve months of the Specified Transaction,   (B) reasonably indentifiable and factually supportable and (C) be certified   by a financial officer of the Borrower and (iii) with respect to any pro   forma increase to such Consolidated EBITDA, subject to the caps set forth in   the proviso in clause (b) of the definition of Consolidated EBITDA. “Pro   Forma Basis,” “Pro Forma Compliance,” and “Pro Forma Effect” shall mean, with   respect to compliance with any test, financial ratio, or covenant hereunder,   that (i) to the extent applicable, the Pro Forma Adjustment shall have been   made and (ii) all Specified Transactions and the following transactions in   connection therewith shall be deemed to have occurred as of the first day of   the applicable period of measurement in such test or covenant: (a) income   statement items (whether positive or negative) attributable to the property   or Person subject to such Specified Transaction, (1) in the case of a sale,   transfer, or other disposition of all or substantially all Capital Stock in   any Subsidiary of the Borrower or any division, product line, or facility   used for operations of the Borrower or any of its Subsidiaries, shall be   excluded, and (2) in the case of a Permitted Acquisition or Investment   described in the definition of Specified Transaction, shall be included, (b)   any retirement of Indebtedness, and (c) any incurrence or assumption of   Indebtedness by the Borrower or any of the Restricted Subsidiaries in   connection therewith (it being agreed that if such Indebtedness has a   floating or formula rate, such Indebtedness shall have an implied rate of   interest for the applicable period for purposes of this definition determined   by utilizing the rate that is or would be in effect with respect to such   Indebtedness as at the relevant date of determination); provided that,   without limiting the application of the Pro Forma Adjustment pursuant to   clause (a) above, the foregoing pro forma adjustments may be applied to any   such test or covenant solely to the extent that such adjustments are   consistent with the definition of Consolidated EBITDA and give effect to   operating expense reductions that are (x)(1) directly attributable to such   transaction, (2) expected to have a continuing impact on the Borrower or any   of the Restricted Subsidiaries, and (3) factually supportable or (y)   otherwise consistent with the definition of Pro Forma Adjustment.(including   the caps set forth in the proviso of clause (b) thereof). “Pro Forma Entity”   shall have the meaning provided in the definition of the term Acquired   EBITDA. “Pro Forma Financial Statements” shall have the meaning provided in   Section 6.11. “Prohibited Transaction” shall have the meaning assigned to   such term in Section 406 of ERISA and Section 4975(c) of the Code. “Qualified   Stock” of any Person shall mean Capital Stock of such Person other than   Disqualified Stock of such Person. “Real Estate” shall have the meaning   provided in Section 9.1(f). “Receivables Facility” shall mean any of one or   more receivables financing facilities (and any guarantee of such financing   facility), as amended, supplemented, modified, extended, renewed, restated,   or refunded from time to time, the obligations of which are non-recourse (except   for customary representations, warranties, covenants, and indemnities made in   connection with such facilities) to the Borrower and the Restricted   Subsidiaries (other than a Receivables Subsidiary) #89832380v1 -89- 


    




 










pursuant to which   the Borrower or any Restricted Subsidiary sells, directly or indirectly,   grants a security interest in or otherwise transfers its accounts receivable   to either (i) a Person that is not a Restricted Subsidiary or (ii) a   Receivables Subsidiary that in turn funds such purchase by purporting to sell   its accounts receivable to a Person that is not a Restricted Subsidiary or by   borrowing from such a Person or from another Receivables Subsidiary that in   turn funds itself by borrowing from such a Person. #89832380v1 -90- 


    




 










“Receivables   Subsidiary” shall mean any Subsidiary formed for the purpose of facilitating   or entering into one or more Receivables Facilities, and in each case engages   only in activities reasonably related or incidental thereto or another Person   formed for the purposes of engaging in a Receivables Facility in which the   Borrower or any Subsidiary makes an Investment and to which the Borrower or   any Subsidiary transfers accounts receivables and related assets. “Refinance”   shall have the meaning provided in Section 10.1. “Refinanced Term Loans”   shall have the meaning provided in Section 13.1. “Refinancing Indebtedness”   shall have the meaning provided in Section 10.1(l). “Register” shall have the   meaning provided in Section 13.6(b)(iv). “Regulation T” shall mean Regulation   T of the Board as from time to time in effect and successor to all or a   portion thereof establishing margin requirements. any “Regulation U” shall   mean Regulation U of the Board as from time to time in effect and successor   to all or a portion thereof establishing margin requirements. any “Regulation   X” shall mean Regulation X of the Board as from time to time in effect and   successor to all or a portion thereof establishing margin requirements. any   “Reimbursement Date” shall have the meaning provided in Section 3.4(a).   “Reimbursement Obligations” shall mean the Borrower’s obligations to   reimburse Unpaid Drawings pursuant to Section 3.4(a). “Reinvestment Period”   shall mean 12 months following the date of receipt of Net Cash Proceeds of an   Asset Sale Prepayment Event, or Casualty Event, or Permitted Sale Leaseback.   “Rejection Notice” shall have the meaning provided in Section 5.2(f).   “Related Business Assets” shall mean assets (other than cash or Cash   Equivalents) used or useful in a Similar Business; provided that any assets   received by the Borrower or the Restricted Subsidiaries in exchange for   assets transferred by the Borrower or a Restricted Subsidiary shall not be   deemed to be Related Business Assets if they consist of securities of a   Person, unless upon receipt of the securities of such Person, such Person   would become a Restricted Subsidiary. “Related Fund” shall mean, with respect   to any Lender that is a Fund, any other Fund that is advised or managed by   (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an   Affiliate of such entity that administers, advises or manages such Lender.   “Related Parties” shall mean, with respect to any specified Person, such   Person’s Affiliates and the directors, officers, employees, agents, trustees,   and advisors of such Person and any Person thatpossesses, management or   policies contract or otherwise. directly or indirectly, the power to direct   or cause the direction of the of such Person, whether through the ability to   exercise voting power, by “Release” shall mean any release, spill, emission,   discharge, disposal, escaping, leaking, pumping, pouring, dumping, emptying,   injection, or leaching into or migration through the environment. #89832380v1   -91- 


    




 










“Removal   Effective Date” shall have the meaning provided in Section 12.9(b).   “Repayment Amount” shall mean the Initial Term Loan Repayment Amount, a New   Term Loan Repayment Amount with respect to any Series, or an Extended Term   Loan Repayment Amount with respect to any Extension Series, as applicable.   “Replacement Term Loan Commitment” shall mean the commitments of the Lenders   to make Replacement Term Loans. “Replacement Term Loans” shall have the   meaning provided in Section 13.1. “Reportable Event” shall mean any   “reportable event”, as defined in Section 4043(c) of ERISA or the regulations   issued thereunder, with respect to a Pension Plan (other than a Pension Plan   maintained by an ERISA Affiliate that is considered an ERISA Affiliate only   pursuant to subsection (m) or (o) of Section 414 of the Code), other than   those events as to which notice is waived pursuant to DOL Reg. § 4043.   “Repricing Transaction” shall mean (i) the incurrence by the Borrower of any   Indebtedness in the form of a similar term loan that is marketed to banks and   other institutional investors (a) having an Effective Yield for the   respective Type of such Indebtedness that is less than the Effective Yield   for the Initial Term Loans of the respective equivalent Type, but excluding   Indebtedness incurred in connection with a Change of Control or   Transformative Acquisition and (b) the proceeds of which are used to prepay   (or, in the case of a conversion, deemed to prepay or replace), in whole or   in part, outstanding principal of for the Initial Term Loans reduction in   connection with by the Administrative Agent Initial Term Loans or (ii) any   effective reduction in the Effective Yield (e.g., by way of amendment, waiver   or otherwise), except for a a Change of Control or Transformative Acquisition.   Any determination with respect to whether a Repricing Transaction shall have   occurred shall be conclusive and binding on all Lenders holding the Initial   Term Loans. “Required Facility Lenders” shall mean, at any date, the Required   Initial Term Loan Lenders or the Required Revolving Credit Lenders, as   applicable. “Required Initial Term Loan Lenders” shall mean, at any date,   Non-Defaulting Lenders having or holding (a) a majority of the sum of (i) the   Adjusted Total Initial Term Loan Commitment at such date and (ii) the   aggregate outstanding principal amount of the Initial Term Loans (excluding   Term Loans held by Defaulting Lenders) at such date. “Required Lenders” shall   mean, at any date, (a) Non-Defaulting Lenders having or holding a majority of   the sum of (i) the Adjusted Total Revolving Credit Commitment at such date,   (ii) the Adjusted Total Term Loan Commitment at such date and (iii) the   aggregate outstanding principal amount of the Term Loans (excluding Term   Loans held by Defaulting Lenders) at such date or (ii) if the Total   terminated or or holding a Revolving Credit Commitment and the Total Term   Loan Commitment have been for the purposes of acceleration pursuant to   Section 11, Non-Defaulting Lenders having majority ofthe outstanding   principal amount of the Loans and Letter of Credit Exposure (excluding the   Loans and Letter of Credit Exposure of Defaulting Lenders) in the aggregate   at such date. “Required Revolving Credit Lenders” shall mean, at any date,   Non-Defaulting Lenders holding a majority of the Adjusted Total Revolving   Credit Commitment at such date (or, if the Total #8983238089847286v115 -92- 


    




 










Revolving   Credit Commitment has been terminated at such time, a majority of the   Revolving Credit Exposure (excluding Revolving Credit Exposure of Defaulting   Lenders) at such time). #8983238089847286v115 -93- 


    




 










“Required Term   Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or   holding a majority of the sum of (i) the Adjusted Total Term Loan Commitment   at such date and (ii) the aggregate outstanding principal amount of   Defaulting Lenders) at such date. the Term Loans (excluding Term Loans held   by “Requirements of Law” shall mean, as and by-laws or other organizational   or governing to any Person, the certificate of incorporation 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 assets or   to which such Person or any of its property or assets is subject.   “Resignation Effective Date” shall have the meaning provided in Section   12.9(a). “Restated Financial Statements” shall have the meaning provided in   Amendment No. 1. “Restricted Payment” shall mean any dividend or other   distribution (whether in cash, securities or other property) with respect to   any Equity Interests in the Borrower or any Restricted Subsidiary, or any   payment (whether in cash, securities or other property), including any   sinking fund or similar deposit, on account of the purchase, redemption,   retirement, acquisition, cancellation or termination of any such Equity   option, warrant or other right to Subsidiary. Interests in the Borrower or   any Restricted Subsidiary or any acquire any such Equity Interests in the   Borrower or any Restricted “Restricted Subsidiary” Unrestricted Subsidiary.   shall mean any Subsidiary of the Borrower other than an “Retained Declined   Proceeds” shall have the meaning provided in Section 5.2(f). “Revaluation   Date” means (a) with respect to any Letter of Credit denominated in   Australian Dollars, each of the following: (i) each date of issuance of such   Letter of Credit, (ii) each date of any amendment of such Letter of Credit   that would have the effect of increasing the face amount thereof and (iii)   the last day of each fiscal quarter; and (b) such additional dates as the   Administrative Agent or the respective Letter of Credit Issuer shall   determine, or the Required Revolving Credit Lenders shall require, at any   time when (i) an Event of Default has occurred and is continuing or (ii) to   the extent that, and for so long as, the aggregate Revolving Credit Exposure   of all Revolving Credit Lenders (for such purpose, using the Dollar   Equivalent in effect for the most recent Revaluation Date) exceeds 90% of the   aggregate principal amount of the Revolving Credit Commitments in respect of   Revolving Credit Loans. “Revolving Credit Commitment” shall mean, as to each   Revolving Credit Lender, its obligation to make Revolving Credit Loans to the   Borrower pursuant to Section 2.1(b), in an aggregate principal amount at any   one time outstanding not to exceed the amount set forth, and opposite such   Lender’s name on Schedule 1.1(a) under the caption Revolving Credit Commitment   or in the Assignment and Acceptance pursuant to which such Lender becomes a   party hereto, as applicable, as such amount may be adjusted from time to time   in accordance with this Agreement (including Section 2.14). The aggregate   Revolving Credit Commitments of all Revolving Credit Lenders shall be   $200,000,000 on the Closing Date (the “Initial Revolving Credit   Commitments”), as such amount may be adjusted from time to time in accordance   with the terms of this Agreement. Notwithstanding anything to the contrary   herein or in any Credit Document, from and after the #8983238089847286v115   -94- 


    




 










Amendment No. 1   Effective Date, the aggregate Revolving Credit Commitments of all Revolving   Credit Lenders shall be $100,000,000, and the Revolving Credit Commitment of   each Revolving Credit Lender shall be such Revolving Credit Lender’s   Revolving Credit Commitment Percentage in effect on the day immediately prior   to the Amendment No. 1 Effective Date of $100,000,000; provided that during   the period from the Amendment No. 1 Effective Date through the Waiver   Finalization Date, no more than $50,000,000 of Revolving Credit Loans,   Letters of Credit and Swingline Loans shall be permitted to be outstanding at   any given time (the “Waiver Period Sublimit”). “Revolving Credit Commitment   Percentage” shall mean at any time, for each Lender, the percentage obtained   by dividing (i) such Lender’s Revolving Credit Commitment at such time by   (ii) the amount of the Total Revolving Credit Commitment at such time; provided   that at any time when the Total #8983238089847286v115 -95- 


    




 










Revolving   Credit Commitment shall have been terminated, each Lender’s Revolving Credit   Commitment Percentage shall be the percentage obtained by dividing (a) such   Lender’s Revolving Credit Exposure at such time by (b) the Revolving Credit   Exposure of all Lenders at such time. “Revolving Credit Exposure” shall mean,   with respect to any Lender at any time, the sum of (i) the aggregate   principal amount of Revolving Credit Loans of such Lender then outstanding,   (ii) such Lender’s Letter of Credit Exposure at such time and (iii) such   Lender’s Revolving Credit Commitment Percentage of the aggregate principal   amount of all outstanding Swingline Loans at such time. “Revolving Credit   Facility” shall mean, at any time, the aggregate amount of the Revolving   Credit Lenders’ Revolving Credit Commitments at such time. “Revolving Credit   Lender” shall mean, at any time, any Lender that has a Revolving   CreditCommitment, Incremental Revolving Credit Commitment or Extended   Revolving Credit Commitment at such time. “Revolving Credit Loan” shall have   the meaning provided in Section 2.1(b). “Revolving Credit Maturity Date”   shall mean January 19, 2022, or, if such date is not a Business Day, the immediately   preceding Business Day. “Revolving Credit Termination Date” shall mean the   date on Commitments shall have terminated, no Revolving Credit Loans or   outstandingand the Letters of Credit Outstanding shall have been   Collateralized. which the Revolving Credit Swingline Loans shall be reduced   to zero or Cash “Revolving Loan” shall mean, collectively or individually as   the context may require, any (i) Revolving Credit Loan, (ii) Extended   Revolving Credit Loan, (iii) New Revolving Credit Loan, and (iv) Additional   Revolving Credit Loan, in each case made pursuant to and in accordance with   the terms and conditions of this Agreement. “S&P” shall mean Standard   & Poor’s Ratings Services or any successor by merger or consolidation to   its business. “Sale Leaseback” shall mean any arrangement with any Person   providing for the leasing by the Borrower or any Restricted Subsidiary of any   real or tangible personal property, which property has been or is to be sold   or transferred by the Borrower or such Restricted Subsidiary to such Person   in contemplation of such leasing. “Sanctioned Country” shall mean a country,   region or territory which is at any time the subject or target of any   Sanctions (including, as of the Effective Date, Cuba, Iran, North Korea,   Sudan, Syria and Crimea). “Sanctions” shall mean: (a) economic or financial   sanctions or trade embargoes imposed, administered or enforced from time to   time by (i) the U.S. government and administered by OFAC or the U.S. State   Department, (ii) the United Nations Security Council, (iii) the European   Union or (iv) Her Majesty's Treasury of the United Kingdom; and #89832380v1   -96- 


    




 










(b) economic or   financial sanctions imposed, administered or enforced from time to time by   the U.S. State Department, the U.S. Department of Commerce or the U.S.   Department of the Treasury. “Sanctions List” means any of the lists of   specifically designated nationals or designated persons or entities (or   equivalent) held by the U.S. government and administered by OFAC, the U.S.   State Department, the U.S. Department of Commerce or the U.S. Department of   the Treasury or the United Nations Security Council or any similar list   maintained by the European Union, any other EU Member State or any other U.S.   government entity, in each case as the same may be amended, supplemented or   substituted from time to time. “SEC” shall mean the Securities and Exchange   Commission or any successor thereto. “Second Lien Intercreditor Agreement”   shall mean a First Lien/Second Lien Intercreditor Agreement substantially in   the form of Exhibit H-2 (with such changes to such form as may be reasonably   acceptable to the Administrative Agent and the Borrower) among the   Administrative Agent, the Collateral Agent and the representatives for   purposes thereof of any other Permitted Other Indebtedness Secured Parties   that are holders of Permitted Other Indebtedness Obligations having a Lien on   the Collateral ranking junior to the Lien securing the Obligations. “Section   2.14 Additional Amendment” shall have the meaning provided in Section   2.14(g)(iv). “Section 9.1 Financials” shall mean the financial statements   delivered, or required to be delivered, pursuant to Section 9.1(a) or (b)   together with the accompanying officer’s certificate delivered, or required   to be delivered, pursuant to Section 9.1(d). “Secured Cash Management   Agreement” shall mean any Cash Management Agreement that is entered into by   and between the Borrower or any of the Restricted Subsidiaries and any Cash   Management Bank. “Secured Cash Management Obligations” shall mean Obligations   under Secured Cash Management Agreements. “Secured Hedge Agreement” shall   mean any Hedge Agreement that is entered into by and between the Borrower or   any Restricted Subsidiary and any Hedge Bank. “Secured Hedge Obligations”   shall mean Obligations under Secured Hedge Agreements. “Secured Parties”   shall mean the Administrative Agent, the Collateral Agent, each Letter of   Credit Issuer and each Lender, in each case with respect to the Credit   Facilities, each Hedge Bank that is party to any Secured Hedge Agreement,   each Cash Management Bank that is party to a Secured Cash Management   Agreement and each sub-agent pursuant to Section 12 appointed by the   Administrative Agent with respect to matters relating to the Credit   Facilities or the Collateral Agent with respect to matters relating to any   Security Document. “Securities Exchange Act” shall mean Securities Exchange   Act of 1934, as amended. “Security Agreement” shall mean the Security   Agreement entered into by the Borrower, the other grantors party thereto, and   the Collateral Agent for the benefit of the Secured Parties,   #8983238089847286v115 -97- 


    




 










substantially   in the form of Exhibit D. #8983238089847286v115 -98- 


    




 










“Security   Documents” shall mean, collectively, the Security Agreement, the Mortgages,   if executed, the Intercreditor Agreement and each other security agreement or   other instrument or document executed and delivered pursuant to Sections   9.11, 9.12, or 9.14 or pursuant to any other such Security Documents to   secure the Obligations or to govern the lien priorities of the holders of   Liens on the Collateral. “Series” shall have the meaning provided in Section   2.14(a). “Significant Subsidiary” shall mean, at any date of determination,   (a) any Restricted Subsidiary whose gross revenues (when combined with the   gross revenues of such Restricted Subsidiary’sSubsidiaries after eliminating   intercompany obligations) for the Test Period most recently ended on or prior   to such date were equal to or greater than 10% of the consolidated gross   revenues of the Borrower and the Restricted Subsidiaries for such period, determined   in accordance with GAAP or (b) each other Restricted Subsidiary that, when   such Restricted Subsidiary’s total gross revenues (when combined withthe   total gross revenues of such Restricted Subsidiary’s Subsidiaries after   eliminating intercompany obligations) are aggregated with each other   Restricted Subsidiary (when combined with the total gross revenues of such   Restricted Subsidiary’s Subsidiaries after eliminating intercompany   obligations) that is the subject of an Event of Default described in Section   11.5 would constitute a “Significant Subsidiary” under clause (a) above.   “Similar Business” shall mean any business conducted or proposed to be   conducted by the Borrower and the Restricted Subsidiaries on the Closing Date   or any business that is similar, reasonably related, synergistic, incidental,   or ancillary thereto. “Sold Entity or Business” shall have the meaning   provided in the definition of the term Consolidated EBITDA. “Solvent” shall   mean, after giving effect to the consummation of the Transactions, (i) the   sum of the liabilities (including contingent liabilities) of the Borrower and   its Subsidiaries, on a consolidated basis, does not exceed the present fair   saleable value of the present assets of the Borrower and its Subsidiaries, on   a consolidated basis; (ii) the fair value of the property of the Borrower and   its Subsidiaries, on a consolidated basis, is greater than the total amount   of liabilities (including contingent liabilities) of the Borrower and its   Subsidiaries, on a consolidated basis; (iii) the capital of the Borrower and   its Subsidiaries, on a consolidated basis, is not unreasonably small in   relation to their business as contemplated on the date hereof; and (iv) the   Borrower and its Subsidiaries, on a consolidated basis, have not incurred and   do not intend to incur, or believe that they will incur, debts including   current obligations beyond their ability to pay such debts as they become due   (whether at maturity or otherwise). “Specified Existing Revolving Credit   Commitment” shall have the meaning provided in Section 2.14(g)(ii).   “Specified Representations” shall mean the representations and warranties   with respect to the Borrower set forth in Sections 8.1(a), 8.2 (as related to   the borrowing under, guaranteeing under, granting of security interests in   the Collateral to, and performance of, the Credit Documents), 8.3(a), 8.3(c)   (as related to the borrowing under, guaranteeing under, granting of security   interests in the Collateral to, and performance of, the Credit Documents),   8.5, 8.7, 8.17, 8.18, 8.19(c), and in Section 3.2(a) and (b) of the Security   Agreement, except with respect to items referred to on Schedule 9.14, of this   Agreement. #8983238089847286v115 -99- 


    




 










“Specified   Transaction” shall mean, with respect to any period, any Investment   (including a Permitted Payment, Acquisition), any asset sale, incurrence or   repayment of Indebtedness, Restricted #8983238089847286v115 -100- 


    




 










Subsidiary   designation, New Term Loan, Incremental Revolving Credit Commitment or other   event or action that in each case by the terms of this Agreement requires Pro   Forma Compliance with a test or covenant hereunder or requires such test or   covenant to be calculated on a Pro Forma Basis. “Spot Rate” for any currency   shall mean the rate determined by the Administrative Agent to be the rate   quoted by the Administrative Agent as the spot rate for the purchase by the   Administrative Agent of such currency with another currency through its   principal foreign exchange trading office at approximately 11:00 a.m. on the   date two Business Days prior to the date as of which the foreign exchange   computation is made; provided that the Administrative Agent may obtain such spot   rate from another financial institution designated by the Administrative   Agent if it does not have as of the date of determination a spot buying rate   for any such currency. “SPV” shall have the meaning provided in Section   13.6(g). “Stated Amount” of any Letter of Credit shall mean the maximum   amount from time to time available to be drawn thereunder (in Dollars or the   Dollar Equivalent), determined without regard to whether any conditions to   drawing could then be met; provided, however, that with respect to any Letter   of Credit that by its terms or the terms of any Issuer Document provides for   one or more automatic increases in the stated amount thereof, the Stated   Amount shall be deemed to be the maximum stated amount of such Letter of   Credit after giving effect to all such increases, whether or not such maximum   stated amount is in effect at such time. “Status” shall mean the existence of   Level I Status or Level II Status, as the case may be, on such date. Changes   in Status resulting from changes in the Consolidated First Lien Secured Debt   to Consolidated EBITDA Ratio shall become effective as of the first day   following each date that (i) Section 9.1 Financials for the first full fiscal   quarter ended after the Closing Date are delivered to the Administrative   Agent under Section 9.1 and (ii) an officer’s certificate is delivered by the   Borrower to the Administrative Agent setting forth, with respect to such   Section 9.1 Financials, the then-applicable Status, and shall remain in   effect until the next change to be effected pursuant to this definition;   provided thateach determination of the Consolidated First Lien Secured Debt   to Consolidated EBITDA Ratio pursuant to this definition shall be made as of   the end of the Test Period ending at the end of the fiscal period covered by   the relevant Section 9.1 Financials. “Statutory Reserves” shall mean a   fraction (expressed as a decimal), the numerator of which is the number one   and the denominator of which is the number one minus the aggregate of the   maximum reserve percentages (including any marginal, special, emergency or   supplemental reserves) established bythe Board and any other banking   authority, domestic or foreign, to which the Administrative Agent or any   Lender (including any branch, Affiliate or other fronting office making or   holding a Loan) is subject to Eurocurrency Liabilities (as defined in   Regulation D of the Board). LIBOR Rate Loans shall be deemed to constitute   Eurocurrency Liabilities and to be subject to such reserve requirements   without benefit of or credit for proration, exemptions or offsets that may be   available from time to time to any Lender under such Regulation D. Statutory   Reserves shall be adjusted automatically on and as of the effective date of   any change in any reserve percentage. “Stock Stock and all whether or not   Equivalents” shall mean all securities convertible into or exchangeable for   Capital warrants, options, or other rights to purchase or subscribe for any   Capital Stock, presently convertible, exchangeable, or exercisable. #8983238089847286v115   -101- 


    




 










“Subordinated   Indebtedness” shall mean Indebtedness of the Borrower or any Guarantor that   is by its terms subordinated in right of payment to the obligations of the   Borrower or such Guarantor, as applicable, under this Agreement or the   Guarantee, as applicable. “Subsidiary” of any Person shall mean and include   (i) any corporation more than 50% of whose Capital Stock of any class or   classes having by the terms thereof ordinary voting power to elect a majority   of the directors of such corporation (irrespective of whether or not at the   time Capital Stock of any class or classes of such corporation shall have or   might have voting power by reason of the happening of any contingency) is at   the time owned by such Person directly or indirectly through Subsidiaries, or   (ii) any limited liability company, partnership, association, joint venture,   or other entity of which such Person directly or indirectly through   Subsidiaries has more than a 50% equity interest at the time. Unless   otherwise expressly provided, all references herein to a Subsidiary shall   mean a Subsidiary of the Borrower. “Swap Obligation” shall mean, with respect   to any Credit Party, any obligation to pay or perform under any agreement,   contract, or transaction that constitutes a “swap” within the meaning of   Section 1(a)(47) of the Commodity Exchange Act. “Swingline Commitment” shall   mean the lesser of (i) $15,000,000 and (ii) the remaining portion of the   Revolving Credit Commitment. The Swingline Commitment is part of and not in   addition to the Revolving Credit Commitment. “Swingline Exposure” shall mean   at any time the aggregate principal amount at such time of all outstanding   Swingline Loans. The Swingline Exposure of any Revolving Credit Lender at any   time shall equal its Revolving Credit Commitment Percentage of the aggregate   Swingline Exposure at such time. “Swingline Lender” shall mean Goldman Sachs   Bank USA, in its capacity as lender of Swingline Loans hereunder or any   replacement or successor thereto. “Swingline Loans” shall have the meaning   provided in Section 2.1(c). “Swingline Maturity Date” shall mean, with   respect to any Swingline Loan, the Revolving Credit Maturity Date. “Target”   shall have the meaning provided in the recitals to this Agreement. “Target   Historical Financial Statements” shall mean (i) the audited consolidated   balance sheets of the Target and its consolidated Subsidiaries as at December   31, 2013, December 31, 2014 and December 31, 2015 and the related audited   consolidated statements of operations and cash flows of the Target and its   consolidated Subsidiaries for the years ended December 31, 2013, December 31,   2014 and December 31, 2015 and (ii) the unaudited interim consolidated   balance sheets of the Target and its consolidated Subsidiaries for the fiscal   quarters ending March 31, 2016, June 30, 2016 and September 30, 2016 and the   related unaudited consolidated statements of income and cash flow of the   Target and its Subsidiaries for the fiscal quarters ending March 31, 2016,   June 30, 2016 and September 30, 2016. “Taxes” shall mean any and all present   orfuture taxes, duties, levies, imposts, assessments, deductions,   withholdings (including backup withholding), fees, or other similar charges   imposed by any Governmental Authority and any interest, fines, penalties, or   additions to tax with #8983238089847286v115 -102- 


    




 









 



respect to the   foregoing. #8983238089847286v115 -103- 


    




 










“Tender Offer”   shall mean the tender offer initiated by the Borrower or Merger Sub to   acquire all of the issued and outstanding common stock of the Target, as   contemplated in the Acquisition Agreement. “Term Loan Commitment” shall mean,   with respect to each Lender, such Lender’s Initial Term Loan Commitment and,   if applicable, New Term Loan Commitment with respect to any Series and   Replacement Term Loan Commitment with respect to any Series. “Term Loan   Extension Request” shall have the meaning provided in Section 2.14 (g)(i).   “Term Loan Facility” means any Facility consisting of Term Loans or Term Loan   Commitments, as the context may require. “Term Loan Lender” shall mean, at   any time, any Lender that has a Term Loan Commitment or an outstanding Term   Loan. “Term Loans” shall mean the Initial Term Loans, any New Term Loans, any   Replacement Term Loans, and any Extended Term Loans, collectively. “Test   Period” shallmean,forany determination underthisAgreement, the four   consecutive fiscal quarters of the Borrower most recently ended on or prior   to such date of determination and for which Section 9.1 Financials shall have   been delivered (or were required to be delivered) to the Administrative Agent   (or, before the first delivery of Section 9.1 Financials, the most recent   period of four fiscal quarters at the end of which financial statements are   available). “Title Policy” shall have the meaning provided in Section   9.14(c). “Total Credit Exposure” shall mean, at any date, the sum, without   duplication, of (i) the Total Revolving Credit Commitment at such date (or,   if the Total Revolving Credit Commitment shall have terminated on such date,   the aggregate Revolving Credit Exposure of all Lenders at such date), (ii)   the Total Term Loan Commitment at such date, and (iii) without duplication of   clause (ii), the aggregate outstanding principal amount of all Term Loans at   such date. “Total Gross Leverage Ratio” shall mean, as of any date of   determination, the ratio of (i) Consolidated Total Debt as of such date of   determination to (ii) Consolidated EBITDA of the Borrower for the Test Period   most recently ended on or prior to such date of determination, in each case   with such pro forma adjustments to Consolidated Total Debt and Consolidated   EBITDA as are appropriate and consistent with the pro forma adjustment   provisions set forth herein. “Total Initial Term Loan Commitment” shall mean   the Commitments of all Lenders. sum of the Initial Term Loan “Total Revolving   Credit Commitment” shall mean the Commitments of all the Lenders. sum of the   Revolving Credit “Total Term Loan Commitment” shall mean the sum of (i) the   Initial Term Loan Commitments and (ii) the New Term Loan Commitments, if   applicable, of all the Lenders. #8983238089847286v115 -104- 


    




 










“Transaction   Expenses” shall mean any fees, costs, or expenses incurred or paid by the   Borrower or any of its Affiliates in connection with the Transactions, this   Agreement, and the other Credit Documents, and the transactions contemplated   hereby and thereby. “Transactions” shall mean, collectively, the transactions   contemplated by this Agreement, the Acquisition, the Closing Date Refinancing   and the consummation of any other transactions in connection with the   foregoing (including in connection with the Acquisition Agreement and the   payment of the fees and expenses incurred in connection with any of the   foregoing (including the Transaction Expenses)). “Transferee” shall have the   meaning provided in Section 13.6(e). “Transformative Acquisition” shall mean   any acquisition by the Borrower or any Restricted Subsidiary that is not   permitted by the terms of the Credit Documents immediately prior to the   consummation of such acquisition. “Trigger Date” shall mean the day following   the date on which Section 9.1 Financials are delivered to the Administrative   Agent for the fiscal quarter ending on December 31, 2016. “Type” shall mean   as to any Loan, its nature as an ABR Loan or a LIBOR Loan. “UCP” shall mean,   with respect to any Letter of Credit, the Uniform Customs and Practice Documentary   Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or   such for later version thereof as may be in effect at the time of issuance).   “Undisclosed Administration” shall mean in relation to a Lender or its parent   company the appointment of an administrator, provisional liquidator,   conservator, receiver, trustee, custodian or other similar official by a   supervisory authority or regulator under or based on the law in the country   where such Lender or such parent company is subject to home jurisdiction   supervision if applicable law requires that such appointment is not to be   publicly disclosed. “Unpaid Drawing” shall have the meaning provided in   Section 3.4(a). “Unrestricted Subsidiary” shall mean (i) any Subsidiary of   the Borrower which at the time of determination is an Unrestricted Subsidiary   (as designated by the board of directors of the Borrower, as provided below)   and (ii) any Subsidiary of an Unrestricted Subsidiary. The board of directors   of the Borrower may designate any Subsidiary of the Borrower (including any   existing Subsidiary and any newly acquired or newly formed Subsidiary) to be   an Unrestricted Subsidiary, unless such Subsidiary or any of its Subsidiaries   owns any Equity Interests or Indebtedness of, or owns or holds any Lien on,   any property of, the Borrower or any Subsidiary of the Borrower (other than   any Subsidiary of the Subsidiary to be so designated or an Unrestricted   Subsidiary); provided that: (a) (b) such designation complies with Section   10.6; each of (1) the Subsidiary to be so designated and (2) its Subsidiaries   has not at the time of designation, and does not thereafter, create, incur,   issue, assume, guarantee, or otherwise become directly or indirectly liable   with respect to any Indebtedness pursuant to which the lender has recourse to   any of the assets of the Borrower or any Restricted Subsidiary;   #8983238089847286v115 -105- 


    




 










(c) immediately   after giving effect to such designation, no Event of Default under Section   11.1 or 11.5 shall have occurred and be continuing; and (d) the board of   directors of the Borrower shall not designate any one Subsidiary an   Unrestricted Subsidiary more than three (3) times. The board of directors of   the Borrower may designate any Unrestricted Subsidiary to be a Restricted   Subsidiary; provided that, immediately after giving effect to such   designation, (I) no Event of Default under Section 11.1 or 11.5 shall have   occurred and be continuing and (II) the Borrower is in compliance with   Section 10.9 on a Pro Forma Basis. Any such designation by the board of   directors of the Borrower shall be notified by the Borrower to the   Administrative Agent by promptly delivering to the Administrative Agent a   copy of the Board Resolution giving effect to such designation and a certificate   of an Authorized Officer of the Borrower certifying that such designation   complied with the foregoing provisions. “U.S.” and “United States” shall mean   the United States of America. “U.S. Lender” shall have the meaning provided   in Section 5.4(e)(ii)(A). “Voting Stock” shall mean, with respect to any   Person as of any date, the Capital Stock of such Person that is at the time   entitled to vote in the election of the board of directors of such Person.   “Waiver Finalization Date” shall have the meaning provided in Amendment No.   1. “Waiver Termination Date” shall have the meaning provided in Amendment No.   1. “Waiver Period Sublimit” shall have the meaning provided in the definition   of the term Revolving Credit Commitment. “Wholly-Owned Restricted Subsidiary”   of any Person shall mean a Restricted Subsidiary of such Person, 100% of the   outstanding Capital Stock or other ownership interests of which (other than   directors’ qualifying shares) shall at the time be owned by such Person or by   one or more Wholly-Owned Subsidiaries of such Person. “Wholly-Owned   Subsidiary” of any Person shall mean a Subsidiary of such Person, 100% of the   outstanding Capital Stock or other ownership interests of which (other than   directors’ qualifying shares) shall at the time be owned by such Person or by   one or more Wholly-Owned Subsidiaries of such Person. “Withdrawal Liability”   shall mean liability to a Multiemployer Plan as a result of a complete or   partial withdrawal from such Multiemployer Plan, as such terms are defined in   Title IV of ERISA. “Withholding Agent” shall mean any Credit Party, the   Administrative Agent and, in the case of any U.S. federal withholding Tax,   any other applicable withholding agent. “Write-Down and Conversion Powers”   means, with respect to any EEA Resolution Authority, the write-down and   conversion powers of such EEA Resolution Authority from time to time under   the Bail-In Legislation for the applicable EEA Member Country, which   write-down and conversion powers are described in the EU Bail-In Legislation   Schedule. 1.2 Other Interpretive Provisions. With reference to this Agreement   and each other Credit Document, unless otherwise specified herein or in such   other Credit Document: #89832380v1 -106- 


    




 










(a) The   meanings of defined terms are equally applicable to the singular and plural   forms of the defined terms. #89832380v1 -107- 


    




 










(b)The words   “herein”, “hereto”, “hereof”, and “hereunder” and words of similar import   when used in any Credit Document shall refer to such Credit Document as a   whole and not to any particular provision thereof. (c) Section, Exhibit, and   Schedule references are to the Credit Document in which such reference   appears. (d) The term “including” is by way of example and not limitation.   (e) The term “documents” includes any and all instruments, documents,   agreements, certificates, notices, reports, financial statements and other   writings, however evidenced, whether in physical or electronic form. (f) In   the computation of periods of time from a specified date to a later specified   date, the word “from” means “from and including”; the words “to” and “until”   each mean “to but excluding”; and the word “through” means “to and   including”. (g)Section headings herein and in the other Credit Documents are   included for convenience of reference only and shall not affect the   interpretation of this Agreement or any other Credit Document. (h) The words   “asset” and “property” shall be construed to have the same meaning and effect   and to refer to any and all tangible and intangible assets and properties,   including cash, securities, accounts and contract rights. (i) All references   to “knowledge” or “awareness” of any Credit Party or any Restricted   Subsidiary thereof means the actual knowledge of an Authorized Officer of   such Credit Party or such Restricted Subsidiary. 1.3 Accounting Terms. (a)   Except as expressly provided herein, all accounting terms not specifically or   completely defined herein shall be construed in conformity with, and all   financial data (including financial ratios and other financial calculations)   required to be submitted pursuant to this Agreement shall be prepared in   conformity with, GAAP, applied in a consistent manner. (b) with any test any   Specified Notwithstanding anything to the contrary herein, for purposes of   determining compliance or covenant contained in this Agreement with respect   to any period during which Transaction occurs, the Consolidated Total Debt to   Consolidated EBITDA Ratio, the Consolidated First Lien Secured Debt to   Consolidated EBITDA Ratio, and the First Lien Secured Leverage Test shall   each be calculated with respect to such period and such Specified Transaction   on a Pro Forma Basis. (c)Where reference is made to “the Borrower and the   Restricted Subsidiaries on a consolidated basis” or similar language, such   combination shall not include any Subsidiaries of the Borrower other than   Restricted Subsidiaries. 1.4 Rounding. Any financial ratios required to be   maintained by the Borrower pursuant to this Agreement (or required to be   satisfied in order for a specific action to be permitted under this   Agreement) shall be calculated by dividing the appropriate component by the   other component, #8983238089847286v115 -108- 


    




 










carrying #8983238089847286v115   -109- 


    




 










the result to   one place more than the number of places by which such ratio is expressed   herein and rounding the result up or down to the nearest number.   1.5References to Agreements, Laws, Etc. Unless otherwise expressly provided   herein, (a) references to organizational documents, agreements (including the   Credit Documents), and other Contractual Requirements shall be deemed to   include all subsequent amendments, restatements, amendment and restatements,   extensions, supplements, modifications, replacements, refinancings, renewals,   or increases, but only to the extent that such amendments, restatements,   amendment and restatements, extensions, supplements, modifications,   replacements, refinancings, renewals, or increases are permitted by any   Credit Document; and (b) references to any Requirements of Law shall include   all statutory and regulatory provisions consolidating, amending, replacing,   supplementing, or interpreting such Requirements of Law. 1.6 Exchange Rates.   Notwithstanding the foregoing, for purposes of any determination under   Section 9, Section 10 or Section 11 or any determination under any other   provision of this Agreement expressly requiring the use of a current exchange   rate, all amounts incurred, outstanding, or proposed to be incurred or   outstanding in currencies other than Dollars shall be translated into Dollars   at the Spot Rate; provided, however, that for purposes of determining   compliance with Section 10 with respect to the amount of any Indebtedness,   Restricted Investment, Lien, Asset Sale, or Restricted Payment in a currency   other than Dollars, no Default or Event of Default shall be deemed to have   occurred solely as a result of changes in rates of exchange occurring after   the time such Indebtedness, Lien or Restricted Investment is incurred or   after such Asset Sale or Restricted Payment is made; provided that, for the   avoidance of doubt, the foregoing provisions of this Section 1.6 shall   otherwise apply to such Sections, including with respect Investment may be   incurred orAsset Sale or Sections. For purposes of any determination of to   determining whether any Indebtedness, Lien, or Restricted Payment made at any   time under such Consolidated Total Debt or Consolidated First Lien Secured   Debt, amounts in currencies other than Dollars shall be translated into   Dollars at the currency exchange rates used in preparing the most recently   delivered Section 9.1 Financials. 1.7 Rates. The Administrative Agent does   not warrant, nor accept responsibility, nor shall the Administrative Agent   have any liability with respect to the administration, submission, or any   other matter related to the rates in the definition of LIBOR Rate or with   respect to any comparable or successor rate thereto. 1.8 Times of Day. Unless   otherwise specified, all references herein to times of day shall be   references to Eastern time (daylight or standard, as applicable). 1.9 Timing   of Payment or Performance. Except as otherwise provided herein, when the   payment of any obligation or the performance of any covenant, duty, or   obligation is stated to be due or performance required on (or before) a day   which is not a Business Day, the date of such payment (other than as   described in the definition of Interest Period) or performance shall extend to   the immediately succeeding Business Day, and such extension of time shall be   reflected in computing interest or fees, as the case may be.   1.10Certifications. All certifications to be made hereunder by an officer or   representative of a Credit Party shall be made by such a Person in his or her   capacity solely as an officer or a representative of such Credit Party, on   such Credit Party’s behalf and not in such Person’s individual capacity.   1.11[reserved] #8983238089847286v115 -110- 


    




 










. 1.11   Compliance with Certain Sections. In the event that any Lien, Investment,   Indebtedness (whether at the time of incurrence or upon application of all or   a portion of the proceeds thereof), #8983238089847286v115 -111- 


    




 










disposition,   Restricted Payment, Affiliate transaction, Contractual Requirement, or   prepayment of Indebtedness meets the criteria of one or more than one of the   categories of transactions then permitted pursuant to any clause or   subsection of Section 9.9 or any clause or subsection of Sections 10.1, 10.2,   10.3, 10.4, 10.5 or 10.6, then such transaction (or portion thereof) at any   time shall be allocated to one or more of such clauses or subsections within   the relevant sections as determined by the Borrower in its sole discretion at   such time. 1.12 Pro Forma and Other Calculations. (a) Secured Debt For   purposes of calculating the Fixed Charge Coverage Ratio, Consolidated First   Lien to Consolidated EBITDA Ratio, Consolidated Total Debt to Consolidated   EBITDA Ratio, Investments, acquisitions, dispositions, mergers,   consolidations, and disposed operations (as determined in accordance with   GAAP) that have been made by the Borrower or any Restricted Subsidiary during   the Test Period or subsequent to such Test Period and on or prior to or   simultaneously with the date of determination shall be calculated on a Pro   Forma Basis assuming that all such Investments, acquisitions, dispositions,   mergers, consolidations, and disposed operations (and the change in any   associated fixed charge obligations and the change in Consolidated EBITDA   resulting therefrom) had occurred on the first day of the Test Period. If,   since the beginning of such period, any Person (that subsequently became a   Restricted Subsidiary or was merged with or into the Borrower or any   Restricted Subsidiary since the beginning of such period) shall have made any   Investment, acquisition, disposition, merger, consolidation, or disposed   operation that would have required adjustment pursuant to this definition,   then the Fixed Charge Coverage Ratio, Consolidated First Lien Secured Debt to   Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA   Ratio shall be calculated giving Pro Forma Effect thereto for such Test   Period as if such Investment, acquisition, disposition, merger,   consolidation, or disposed operation had occurred at the beginning of the   Test Period. For purposes of calculating whether Indebtedness is permitted to   be incurred under this Agreement pursuant to any measurement of the   Consolidated First Lien Debt to Consolidated EBITDA Ratio or the Consolidated   Total Debt to Consolidated EBITDA Ratio, the proceeds of such Indebtedness   shall not be deducted from the numerator of such ratio. (b)Whenever Pro Forma   Effect is to be given to a transaction, the pro forma calculations shall be   made in good faith by a responsible financial or accounting officer of the   Borrower (and may include, for the avoidance of doubt and without   duplication, cost savings, and operating expense reductions resulting from such   Investment, acquisition, merger, or consolidation which is being given Pro   Forma Effect that have been or are expected to be realized; provided that   such costs savings and operatingexpense reductionsare made incompliance with   the definition ofPro Forma Adjustment). If any Indebtedness bears a floating   rate of interest and is being given Pro Forma Effect, the interest on such   Indebtedness shall be calculated as if the rate in effect on the date of   determination had been the applicable rate for the entire period (taking into   account for such entire period, any Hedging Obligation applicable to such   Indebtedness with a remaining term of 12 months or longer, and in the case of   any Hedging Obligation applicable to such Indebtedness with a remaining term   of less than 12 months, taking into account such Hedging Obligation to the   extent of its remaining term). Interest on a Capitalized Lease Obligation   shall be deemed to accrue at an interest rate reasonably determined by a   responsible financial or accounting officer of the Borrower to be the rate of   interest implicit in such Capitalized Lease Obligation in accordance with   GAAP. For purposes of making the computation referred to above, interest on   any Indebtedness under a revolving credit facility computed on a Pro Forma   Basis shall be computed based upon the average daily balance of such   Indebtedness during the applicable period (or, if lower, the greater of (i)   maximum commitments under such revolving credit facilities as of the date of   determination and (ii) the aggregate principal amount of loans outstanding   under such a revolving credit facilities on such #89832380v1 -112- 


    




 










date). Interest   on Indebtedness that may optionally be determined at an interest rate based   upon a factor of a prime or similar rate, a eurocurrency interbank offered   rate, or other rate, shall be deemed to have been based upon the rate   actually chosen, or, if none, then based upon such optional rate as the   Borrower may designate. chosen #89832380v1 -113- 


    




 










In connection   with any action being taken solely in connection with a Limited Condition   Transaction, for purposes of: (i) determining compliance with any provision   of this Agreement which requires the calculation of the Consolidated First   Lien Secured Debt to Consolidated EBITDA Ratio, Consolidated Total Debt to   Consolidated EBITDA Ratio or the Fixed Charge Coverage Ratio; (ii)   determining the accuracy of representations and warranties in Section 8   and/or whether a Default or Event of Default shall have occurred and be   continuing under Section 11; or (iii) testing availability under baskets set   forth in this Agreement (including baskets measured as a percentage of   Consolidated EBITDA or Consolidated Total Assets); in each case, at the option   of the Borrower (the Borrower’s election to exercise such option in   connection with any Limited Condition Transaction, an “LCT Election”), the   date of determination of whether any such action is permitted hereunder,   shall be deemed to be the date the definitive agreements for such Limited   Condition Transaction are entered into (the “LCT Test Date”), and if, after   giving Pro Forma Effect to the Limited Condition Transaction and the other   transactions to be entered into in connection therewith (including any   incurrence of Indebtedness and the use of proceeds thereof) as if they had   occurred at the beginning of the most recent Test Period ending prior to the   LCT Test Date, the Borrower could have taken such action on the relevant LCT   Test Date in compliance with such ratio or basket, such ratio or basket shall   be deemed to have been complied with. For the avoidance of doubt, if the   Borrower has made an LCT Election and any of the ratios or baskets for which   compliance was determined or tested as of the LCT Test Date are exceeded as a   result of fluctuations in any such ratio or basket, including due to   fluctuations in Consolidated EBITDA of the Borrower or the Person subject to   such Limited Condition Transaction, at or prior to the consummation of the   relevant transaction or action, such baskets or ratios will not be deemed to   have been exceeded as a result of such fluctuations. If the Borrower has made   an LCT Election for any Limited Condition Transaction, then in connection   with any subsequent calculation of any ratio or basket availability with   respect to the incurrence of Indebtedness or Liens, or the making of   Restricted Payments, mergers, the conveyance, lease or other transfer of all   or substantially all of the assets of the Borrower, the prepayment, redemption,   purchase, defeasance or other satisfaction of Indebtedness, or the   designation of an Unrestricted Subsidiary on or following the relevant LCT   Test Date and prior to the earlier of (i) the date on which such Limited   Condition Transaction is consummated or (ii) the date that the definitive   agreement for such Limited Condition Transaction is terminated or expires   without consummation of such Limited Condition Transaction, any such ratio or   basket shall be calculated on a Pro Forma Basis assuming such Limited   Condition Transaction and other transactions in connection therewith   (including any incurrence of Indebtedness and the use of proceeds thereof)   have been consummated. (c) Notwithstanding anything to the contrary in this   Section 1.12 or in any classification under GAAP of any Person, business,   assets or operations in respect of which a definitive agreement for the   disposition thereof has been entered into as discontinued operations, no Pro   Forma Effect shall be given to any discontinued operations (and the EBITDA   attributable to any such Person, business, assets or operations shall not be   excluded for any purposes hereunder) until such disposition shall have been   consummated. (d) Any determination of Consolidated Total Assets shall be made   by reference to the last day of the Test Period most recently ended on or   prior to the relevant date of determination. #8983238089847286v115 -114- 


    




 










(e)   Consolidated Consolidated Except as otherwise specifically provided herein,   all computations of Excess Cash Flow, TotalAssets, EBITDA Ratio,   AvailableAmount,ConsolidatedFirstLienSecuredDebtto Consolidated Total Debt to   Consolidated EBITDA Ratio, the Fixed other financial ratios and financial   calculations (and all definitions Charge Coverage Ratio and (including   accounting terms) used in determining any of the foregoing) and all   computations and all definitions (including accounting terms) used in   determining compliance with Section 10.9 shall be calculated, in each case,   with respect to the Borrower and the Restricted Subsidiaries on a   consolidated basis. (f) All leases of any Person that are or would be   characterized as operating leases in accordance with GAAP immediately prior   to December 31, 2015 (whether or not such operating leases were in effect on   such date) shall continue to be accounted for as operating leases (and not as   Capital Leases) for purposes of this Agreement regardless of any change in   GAAP following the date that would otherwise require such leases to be   recharacterized as Capital Leases. Section 2. Amount and Terms of Credit. 2.1   Commitments. (a) Initial Term Subject to and upon the terms and conditions   herein set forth, each Lender having an Loan Commitment severally agrees to   make a loan or loans in Dollars (each, an “Initial Term Loan”) to the   Borrower on the Closing Date, which Initial Term Loans shall not exceed for   any such Lender the Initial Term Loan Commitment of such Lender and in the   aggregate shall not exceed $900,000,000. Such Term Loans (i) may at the   option of the Borrower be incurred and maintained as, and/or converted into,   ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the   Lenders pursuant to the same Borrowing shall, unless otherwise specifically   provided herein, consist entirely of Term Loans of the same Type, (ii) may be   repaid or prepaid (without premium or penalty other than as set forth in   Section 5.1(b)) in accordance with the provisions hereof, but once repaid or   prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender   the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in   the aggregate the Total Initial Term Loan Commitments. On the Initial Term   Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in   full in Dollars. (b) Subject to and upon the terms and conditions herein set   forth each Revolving Credit Lender severally agrees to make Revolving Credit   Loans denominated in Dollars to the Borrower from its applicable lending   office (each, a “Revolving Credit Loan”) in an aggregate principal amount not   to exceed at any time outstanding the amount of such Revolving Credit   Lender’s Revolving Credit Commitment (and not to exceed, prior to the Waiver   Finalization Date, the Waiver Period Sublimit), provided that any of the   foregoing such Revolving Credit Loans (A) shall be made at any time and from   time to time on and after the Closing Date and prior to the Revolving Credit   Maturity Date, (B) may, at the option of the Borrower be incurred and   maintained as, and/or converted into, ABR Loans or LIBOR Loans that are   Revolving Credit Loans; provided that all Revolving Credit Loans made by each   of the Lenders pursuant to the same Borrowing shall, unless otherwise   specifically provided herein, consist entirely of Revolving Credit Loans of   the same Type, (C) may be repaid (without premium or penalty) and reborrowed   in accordance with the provisions hereof, (D) shall not, for any Lender at   any time, after giving effect thereto and to the application of the proceeds   thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure   in respect of any Class of Revolving Loans at such time exceeding such   Revolving Credit Lender’s Revolving #8983238089847286v115 -115- 


    




 










Credit   Commitment in respect of such Class of Revolving Loan at such time and (E)   shall not, after giving effect thereto and to the application of the proceeds   thereof, result at any time in the aggregate amount of the Revolving Credit   Lenders’ Revolving Credit Exposures at such time exceeding the Total   Revolving Credit Commitment then in effect or the aggregate amount of the   Revolving Credit Lenders’ Revolving Credit Exposures of any Class of   Revolving Loans at such time exceeding the aggregate Revolving Credit   Commitment with respect to #8983238089847286v115 -116- 


    




 










such Class. (c)   Subject to and upon the terms and conditions herein set forth, the Swingline   Lender in its individual capacity agrees, at any time and from time to time   on and after the Closing Date and prior to the Swingline Maturity Date, to   make a loan or loans (each, a “Swingline Loan” and, collectively the   “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR   Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c),   (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv)   shall not, after giving effect thereto and to the application of the proceeds   thereof, result at any time in the aggregate amount of the Revolving Credit   Lenders’ Revolving Credit Exposures at such time exceeding the Total   Revolving Credit Commitments at such time and (v) may be repaid and   reborrowed in accordance with the provisions hereof. So long as any Lender is   a Defaulting Lender, the Swingline Lender may require, in its sole   discretion, as a condition precedent to the issuance, amendment or increase   of any Swingline Loan, that the Borrower Cash Collateralize such Swingline   Loan in an amount equal to the Swingline Lender’s Fronting Exposure   immediately prior to, or simultaneously with, the issuance, amendment or   increase of such Swingline Loan. On the Swingline Maturity Date, all   Swingline Loans shall be repaid in full. The Swingline Lender shall not make   any Swingline Loan after receiving a written notice from the Borrower, the   Administrative Agent or the Required Lenders stating that a Default or Event   of Default exists and is continuing until such time as the Swingline Lender   shall have received written notice of (i) rescission of all such notices from   the party or parties originally delivering such notice or (ii) the waiver of   such Default or Event of Default in accordance with the provisions of Section   13.1. (d) On any Business Day, the Swingline Lender may, in its sole   discretion, give notice to each Revolving Credit Lender that all   then-outstanding Swingline Loans shall be funded with a Borrowing of   Revolving Credit Loans (provided that, if no such notice is given by the   Swingline Lender within seven days of making any Swingline Loan, notice to   each Revolving Credit Lender shall be deemed to be provided by the Swingline   Lender in accordance with this Section 2.1(d), in which case (i) Revolving   Credit Loans constituting ABR Loans shall be made on the immediately   succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by   each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s   Revolving Credit Commitment Percentage, and the proceeds thereof shall be   applied directly to the Swingline Lender to repay the Swingline Lender for   such outstanding Swingline Loans. Each Revolving Credit Lender hereby   irrevocably agrees to make such Revolving Credit Loans upon one Business   Day’s notice pursuant to each Mandatory Borrowing in the amount and in the   manner specified in the preceding sentence and on the date specified to it in   writing by the Swingline Lender notwithstanding (i) that the amount of the   Mandatory Borrowing may not comply with the minimum amount for each Borrowing   specified in Section 2.2, (ii) whether any conditions specified in Section 7   are then satisfied, (iii) whether a Default or an Event of Default has   occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v)   any reduction in the Total Revolving Credit Commitment after any such Swingline   Loans were made. In the event that, in the sole judgment of the Swingline   Lender, any Mandatory Borrowing cannot for any reason be made on the date   otherwise required above (including as a result of the commencement of a   proceeding under the Bankruptcy Code in respect of the Borrower), each   Revolving Credit Lender hereby agrees that it shall forthwith purchase from   the Swingline Lender (without recourse or warranty) such participation of the   outstanding Swingline Loans as shall be necessary to cause the Lenders to   share in such Swingline Loans ratably based upon their respective Revolving   Credit Commitment Percentages; provided that all principal and interest   payable on such Swingline Loans shall be for the account of the Swingline   Lender until the date the #8983238089847286v115 -117- 


    




 










respective   participation is purchased and, to the extent attributable to the purchased   participation, shall be payable to such Lender purchasing same from and after   such date of purchase. #8983238089847286v115 -118- 


    




 










(e)If any   Revolving Credit Lender fails to make available to the Administrative Agent   for the account of the Swingline Lender any amount required to be paid by   such Lender pursuant to the Section 2.1(d) by the date specified for such   payment, the Swingline Lender shall be entitled to recover from such Lender   (acting through the Administrative Agent), on demand, such amount with   interest thereon for the period from the date such payment is required to the   date on which such payment is immediately available to the Swingline Lender   at a rate per annum equal to the greater of the Federal Funds Effective Rate   and a rate determined by the Swingline Lender in accordance with banking   industry rules on interbank compensation, plus any administrative, processing   or similar fees customarily charged by the Swingline Lender in connection   with the foregoing. If such Lender pays such amount (with interest and fees   as aforesaid), the amount so paid shall constitute such Lender’s committed   Loan included in the relevant committed Borrowing or funded participation in   the relevant Swingline Loan, as the case may be. A certificate of the   Swingline Lender submitted to any Lender (through the Administrative Agent)   with respect to any amounts owing under this clause (e) shall be conclusive   absent manifest error. (f) Commitments of Revolving If the maturity date   shall have occurred in respect of any tranche of Revolving Credit (the   “Expiring Credit Commitment”) at a time when another tranche or tranches   Credit Commitments is or are in effect with a longer maturity date (each a   “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit   Commitments”), then with respect to each outstanding Swingline Loan, if   consented to by the Swingline Lender (such consent not to be unreasonably   withheld, conditioned or delayed), on the earliest occurring maturity date   such Swingline Loan shall be deemed reallocated to the tranche or tranches of   the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to   the extent that the amount of such reallocation would cause the aggregate   credit exposure to exceed the aggregate amount of such Non-Expiring Credit   Commitments, immediately prior to such reallocation the amount of Swingline   Loans to be reallocated equal to such excess shall be repaid or Cash   Collateralized and (y) notwithstanding the foregoing, if a Default or Event   of Default has occurred and is continuing, the Borrower shall still be   obligated to pay Swingline Loans allocated to the Revolving Credit Lenders   holding the Expiring Credit Commitments at the maturity date of the Expiring   Credit Commitment or if the Loans have been accelerated prior to the maturity   date of the Expiring Credit Commitment. Upon the maturity date of any tranche   of Revolving Credit Commitments, the sublimit for Swingline Loans may be   reduced as agreed between the Swingline Lender and the Borrower, without the   consent of any other Person. 2.2 Minimum Amount of Each Borrowing; Maximum   Number of Borrowings. The aggregate principal amount of each Borrowing of (i)   Term Loans shall be in a minimum amount of at least the Minimum Borrowing   Amount for such Type of Loans and in a multiple of $100,000 in excess   thereof, (ii) Revolving Credit Loans shall be in a minimum amount of at least   the Minimum Borrowing Amount for such Type of Loans and in a multiple of   $50,000 in excess thereof and (iii) Swingline Loans shall be in a minimum   amount of $500,000 and in a multiple of $100,000 in excess thereof (except   that Mandatory Borrowings shall be made in the amounts required by Section   2.1(c) and Revolving Credit Loans to reimburse the Letter Drawing shall be   made in the amounts required by More than one Borrowing may be incurred on   any of Credit Issuer with respect to any Unpaid Section 3.3 or Section 3.4,   as applicable). date; provided that at no time shall there be outstanding   more than eight Borrowings of LIBOR Loans that are Term Loans and six   Borrowings of LIBOR Loans that are Revolving Credit Loans and three   Borrowings of LIBOR Loans for each additional Class of Loans. 2.3Notice of   Borrowing. #8983238089847286v115 -119- 


    




 










(a) The   Borrower shall give the Administrative Agent at the Administrative Agent’s   Office prior to 12:00 p.m. (New York City time) at least one Business Day’s   prior written notice in the case of a #8983238089847286v115 -120- 


    




 










Borrowing of   Initial Term Loans to be made on the Closing Date if such Initial Term Loans   are to be LIBOR Loans or ABR Loans. Such notice (a “Notice of Borrowing”)   shall specify (A) the aggregate principal amount of the Term Loans to be   made, (B) the date of the Borrowing (which shall be the Closing Date) and (C)   whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if   the Term Loans are to include LIBOR Loans, the Interest Period to be   initially applicable thereto. If no election as to the Type of Borrowing is   specified in any such notice, then the requested Borrowing shall be an ABR   Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans   is specified in any such notice, then the Borrower shall be deemed to have   selected an Interest Period of one month’s duration. The Administrative Agent   shall promptly advise the applicable Lenders of any notice given pursuant to   this Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata   share of the requested Borrowing. (b) Whenever the Borrower desires to incur   Revolving Credit Loans (other than borrowings to repay Unpaid Drawings), than   the Borrower shall give the Administrative Agent at the Administrative   Agent’s Office, (i) prior to 12:00 noon (New York City Time) at least three   Business Days’ prior written notice of each Borrowing of LIBOR Loans that are   Revolving Credit Loans and (ii) prior to 10:00 a.m. (New York City time) on   the Business Day prior to such Borrowing prior written notice of each   Borrowing of Revolving Credit Loans that are ABR Loans. Each such Notice of   Borrowing, except as otherwise expressly provided in Section 2.10, shall   specify (A) the aggregate principal amount of the Revolving Credit Loans to   be made pursuant to such Borrowing, (B) the date of Borrowing (which shall be   a Business Day) and (C) whether the respective Borrowing shall consist of ABR   Loans or LIBOR Loans that are Revolving Credit Loans and, if LIBOR Loans that   are Revolving Credit Loans, the Interest Period to be initially applicable   thereto. The Administrative Agent shall promptly give each Revolving Credit   Lender written notice of each proposed Borrowing of Revolving Credit Loans,   of such Lender’s Revolving Credit Commitment Percentage thereof, of the   identity of the Borrower, and of the other matters covered by the related   Notice of Borrowing. (c) Whenever the Borrower desires to incur Swingline   Loans hereunder, the Borrower shall give the Swingline Lender written notice   in the form of Exhibit J with a copy to the Administrative Agent of each   Borrowing of Swingline Loans prior to 11:00 a.m. (New York City time) on the   date of such Borrowing. Each such notice shall specify (x) the aggregate   principal amount of the Swingline Loans to be made pursuant to such Borrowing   and (y) the date of Borrowing (which shall be a Business Day). (d) Mandatory   Borrowings shall be made upon the notice specified in Section 2.1(c), with   the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan,   to the making of Mandatory Borrowings as set forth in such Section.   (e)Borrowings to reimburse Unpaid Drawings shall be made upon the notice   specified in Section 3.4(a). (f) Without in any way limiting the obligation   of the Borrower to confirm in writing any notice it shall give hereunder by   telephone (which obligation is absolute), the Administrative Agent may act   prior to receipt of written confirmation without liability upon the basis of   such telephonic notice believed by the Administrative Agent in good faith to   be from an Authorized Officer of the Borrower. 2.4Disbursement of Funds.   (a)No later than 2:00 p.m. (New York City time) on the date specified in each   Notice of #8983238089847286v115 -121- 


    




 










Borrowing   (including Mandatory Borrowings but not any Borrowing of Swingline Loans),   each Lender shall make available its pro rata portion, if any, of each   Borrowing requested to be made on such date in #8983238089847286v115 -122- 


    




 










the manner   provided below; provided that on the Closing Date, such funds may be made   available at such earlier time as may be agreed among the Lenders, the   Borrower, and the Administrative Agent for the purpose of consummating the   Transactions; provided, further, that all Swingline Loans shall be made   available to the Borrower in the full amount thereof by the Swingline Lender   no later than 4:00 p.m. (New York City time). (b)Each Lender shall make   available all amounts it is to fund to the Borrower under any Borrowing for   its applicable Commitments, and in immediately available funds, to the   Administrative Agent at the Administrative Agent’s Office and the   Administrative Agent will (except in the case ofMandatory Borrowings and   Borrowings to repay Unpaid Drawings) make available to the Borrower, by   depositing to an account designated by the Borrower to the Administrative   Agent the aggregate of the amounts so made available in Dollars. Unless the   Administrative Agent shall have been notified by any Lender prior to the date   of any such Borrowing that such Lender does not intend to make available to   the Administrative Agent its portion of the Borrowing or Borrowings to be   made on such date, the Administrative Agent may assume that such Lender has   made such amount available to the Administrative Agent on such date of   Borrowing, and the Administrative Agent, in reliance upon such assumption,   may (in its sole discretion and without any obligation to do so) make   available to the Borrower a corresponding amount. If such corresponding   amount is not in fact made available to the Administrative Agent by such   Lender and the Administrative Agent has made available such amount to the   Borrower, the Administrative Agent shall be entitled to recover such   corresponding amount from such Lender. If such Lender does not pay such   corresponding amount forthwith upon the Administrative Agent’s demand   therefor the Administrative Agent shall promptly notify the Borrower and the   Borrower shall immediately pay such corresponding amount to the   Administrative Agent in Dollars. The Administrative Agent shall also be entitled   to recover from such Lender or the Borrower interest on such corresponding   amount in respect of each day from the date such corresponding amount was   made available by the Administrative Agent to the Borrower to the date such   corresponding amount is recovered by the Administrative Agent, at a rate per   annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid   by the Borrower, the then-applicable rate of interest or fees, calculated in   accordance with Section 2.8, for the respective Loans. (c) Nothing in this   Section 2.4 shall be deemed to relieve any Lender from its obligation to   fulfill its commitments hereunder or to prejudice any rights that the   Borrower may have against any Lender as a result of any default by such   Lender hereunder (it being understood, however, that no Lender shall be   responsible for the failure of any other Lender to fulfill its commitments   hereunder). 2.5 Repayment of Loans; Evidence of Debt. (a) Loan Lenders, The   Borrower shall repay to the Administrative Agent, for the benefit of the   Initial Term on the Initial Term Loan Maturity Date, the then outstanding   Initial Term Loans. The Borrower shall repay to the Administrative Agent for   the benefit of the Revolving Credit Lenders, on the Revolving Credit Maturity   Date, the then outstanding Revolving Credit Loans. The Borrower shall repay   to the Administrative Agent for the benefit of the Revolving Credit Lenders,   on each Extended Revolving Loan Maturity Date, the then outstanding amount of   Extended Revolving Credit Loans. The Borrower shall repay to the   Administrative Agent for the benefit of the Incremental Revolving Loan   Lenders, on each Incremental Revolving Credit Maturity Date, the then   outstanding amount of Incremental Revolving Credit Loans. The Borrower shall repay   to the Swingline Lender, on the Swingline Maturity Date, the then outstanding   Swingline Loans. (b) The Borrower shall repay to the Administrative Agent,   for the benefit of the Initial Term LoanLenders,(i)   onthelastBusinessDayofeachofMarch,June,September and #8983238089847286v115   -123- 


    




 










December,   #8983238089847286v115 -124- 


    




 










commencing with   the fiscal quarter ending on June 30, 2017 (each such date, an “Initial Term   Loan Repayment Date”), a principal amount of Term Loans equal to the   aggregate outstanding principal amount of Initial Term Loans made on the   Closing Date multiplied by 0.25% and (ii) on the Initial Term Loan Maturity   Date, any remaining outstanding amount of Initial Term Loans (the repayment   amounts in clauses (i) and (ii) above, each, an “Initial Term Loan Repayment   Amount”) . (c) In the event that any New Term Loans are made, such New Term   Loans shall, subject to Section 2.14(d), be repaid by the Borrower in the   amounts (each, a “New Term Loan “New Term Loan Repayment Date”) set forth in   that any Incremental Revolving Credit Loans are shall, subject to Section 2.14(e),   be repaid by the Repayment Amount”) and on the dates (each a the applicable   Joinder Agreement. In the event made, such Incremental Revolving Credit Loans   Borrower in the amounts (each, a “New Revolving Loan Repayment Amount”) and   on the dates (each a “New Revolving Loan Repayment Date”) set forth in the   applicable Joinder Agreement. In the event that any Extended Term Loans are   established, such Extended Term Loans shall, subject to Section 2.14(g), be   repaid by the Borrower in the amounts (each such amount with respect to any   Extended Repayment Date, an “Extended Term Loan Repayment Amount”) and on the   dates (each, an “Extended Repayment Date”) set forth in the applicable   Extension Amendment. (d) Each Lender shall maintain in accordance with its   usual practice an account or accounts evidencing the Indebtedness of the   Borrower to the appropriate lending office of such Lender resulting from each   Loan made by such lending office of such Lender from time to time, including   the amounts of principal and interest payable and paid to such lending office   of such Lender from time to time under this Agreement. (e)The Administrative   Agent shall maintain the Register pursuant to Section 13.6(b), and a   subaccount for each Lender, in which Register and subaccounts (taken   together) shall be recorded (i) the amount of each Loan made hereunder,   whether such Loan is an Initial Term Loan, New Term Loan, Revolving Credit   Loan, New Revolving Credit Loan, Additional Revolving Credit Loan,   Incremental Revolving Credit Loan or Swingline Loan, the Type of each Loan   made, the name of the Borrower and the Interest Period, if any, applicable   thereto, (ii) the amount of any principal or interest due and payable or to   become due and payable from the Borrower to each Lender hereunder and (iii)   the amount of any sum received by the Administrative Agent hereunder from the   Borrower and each Lender’s share thereof. (f) The entries made in the   Register and accounts and subaccounts maintained pursuant to clauses (d) and   (e) of this Section 2.5 shall, to the extent permitted by applicable law, be   prima facie evidence of the existence and amounts of the obligations of the   Borrower therein recorded; provided, however, that, in the event of any   inconsistency between the Register and any such account or subaccount, the   Register shall govern; provided, further, that the failure of any Lender, the   Administrative Agent or the Swingline Lender to maintain such account, such   Register or subaccount, as applicable, or any error therein, shall not in any   manner affect the obligation of the Borrower to repay (with applicable   interest) the Loans made to the Borrower by such Lender in accordance with   the terms of this Agreement. (g) The Borrower hereby agrees that, upon   request of any Lender at any time and from time to time after the Borrower   has made an initial borrowing hereunder, the Borrower shall provide to such   Lender, at the Borrower’s own expense, a promissory note, substantially in   the form of Exhibit G-1 or Exhibit G-2, as applicable, evidencing the Initial   Term Loans, New Term Loans, Revolving Loans and Swingline Loans owing to such   Lender. Thereafter, unless otherwise agreed to by the applicable Lender, the   Loans evidenced by such promissory note and interest thereon shall at all   times #8983238089847286v115 -125- 


    




 










(including   after assignment pursuant to Section 13.6) be represented by one or more   promissory notes in such form #8983238089847286v115 -126- 


    




 










payable to the   order of the payee named therein (or, if requested by such payee, to such   payee and its registered assigns). 2.6 Conversions and Continuations. (a)   Subject to the penultimate sentence of this clause (a), (x) the Borrower   shall have the option on any Business Day to convert all or a portion equal   to at least $5,000,000 of the outstanding principal amount of Term Loans of   one Type or Revolving Credit Loans of one Type into a Borrowing or Borrowings   of another Type and (y) the Borrower shall have the option on any Business   Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR   Loans for an additional Interest Period; provided that (i) no partial   conversion of LIBOR Loans shall reduce the outstanding principal amount of   LIBOR Loans made pursuant to a single Borrowing to less than the Minimum   Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if an   Event of Default is in existence on the date of the conversion and the   Administrative Agent has or the Required Lenders have determined in its or   their sole discretion not to permit such conversion, (iii) LIBOR Loans may   not be continued as LIBOR Loans for an additional Interest Period if an Event   of Default is in existence on the date of the proposed continuation and the   Administrative Agent has or the Required Lenders have determined in its or   their sole discretion not to permit such continuation, and (iv) Borrowings   resulting from conversions pursuant to this Section 2.6 shall be limited in   number as provided in Section 2.2. Each such conversion or continuation shall   be effected by the Borrower by giving the Administrative Agent prior written   notice at the Administrative Agent’s Office prior to 12:00 noon (New York   City time) at least (i) three Business Days prior, in the case of a   continuation of or conversion to LIBOR Loans (other than in the case of a   notice delivered on the Closing Date, which shall be deemed to be effective   on the Closing Date), or (ii) 10:00 a.m. (New York City time) on the Business   Day prior, in the case of a conversion into ABR Loans (each, a “Notice of   Conversion or Continuation” substantially in the form of Exhibit J)   specifying the Loans to be so converted or continued, the Type of Loans to be   converted or continued into and, if such Loans are to be converted into or   continued as LIBOR Loans, the Interest Period to be initially applicable   thereto. If no Interest Period is specified in any such notice with respect   to any conversion to or continuation as a LIBOR Loan, the Borrower shall be   deemed to have selected an Interest Period of one month’s duration. The   Administrative Agent shall give each applicable Lender notice as promptly as   practicable of any such proposed conversion or continuation affecting any of   its Loans. (b)If any Event of Default is in existence at the time of any   proposed continuation of any LIBOR Loans denominated in Dollars and the   Administrative Agent has or the Required Lenders have determined in its or   their sole discretion not to permit such continuation, such LIBOR Loans shall   be automatically converted on the last day of the current Interest Period   into ABR Loans. If upon the expiration of any Interest Period in respect of   LIBOR Loans, the Borrower has failed to elect a new Interest Period to be   applicable thereto as provided in clause (a), the Borrower shall be deemed to   have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR   Loans, effective as of the expiration date of such current Interest Period.   2.7 Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this   Agreement shall be made by the Lenders pro rata on the basis of their   then-applicable Initial Term Loan Commitments. Each Borrowing of Revolving   Credit Loans under this Agreement shall be made by the Lenders pro rata on   the basis of their then-applicable Revolving Credit Commitment Percentages.   Each Borrowing of New Term Loans under this Agreement shall be made by the   Lenders pro rata on the basis of their then-applicable New Term Loan   Commitments. Each Borrowing of Incremental #8983238089847286v115 -127- 


    




 










Revolving   Credit Loans under this Agreement shall be made by the Lenders pro rata on   the basis of their then-applicable Incremental Revolving Credit Commitments.   no Lender shall be responsible for It is understood that (a)   #8983238089847286v115 -128- 


    




 










any default by   any other Lender in its obligation to make Loans hereunder and that each   Lender severally but not jointly shall be obligated to make the Loans   provided to be made by it hereunder, regardless of the failure of any other Lender   to fulfill its commitments hereunder and (b) other than as expressly provided   herein with respect to a Defaulting Lender, failure by a Lender to perform   any of its obligations under any of the Credit Documents shall not release   any Person from performance of its obligation, under any Credit Document. 2.8   Interest. (a) The unpaid principal amount of each ABR Loan shall bear   interest from the date of the Borrowing thereof until maturity (whether by   acceleration or otherwise) at a rate per annum that shall at all times be the   Applicable Margin for ABR Loans plus the ABR, in each case, in effect from   time to time. (b) The unpaid principal amount of each LIBOR Loan shall bear   interest from the date of the Borrowing thereof until maturity thereof   (whether by acceleration or otherwise) at a rate per annum that shall at all   times be the Applicable Margin for LIBOR Loans plus the relevant Adjusted   LIBOR Rate. (c) If an Event of Default under Section 11.1 or Section 11.5 has   occurred and is continuing, if all or a portion of (i) the principal amount   of any Loan or (ii) any interest payable thereon or any other amount payable   hereunder shall not be paid when due (whether at the stated maturity, by   acceleration or otherwise), such overdue amount shall bear interest at a rate   per annum (the “Default Rate”) that is (x) in the case of overdue principal,   the rate that would otherwise be applicable thereto plus 2.00% or (y) in the   case of any other overdue amount, including overdue interest, to the extent   permitted by applicable law, the rate described in Section 2.8(a) for the   applicable Class plus 2.00% from the date of such non-payment to the date on   which such amount is paid in full (after as well as before judgment). (d)   Interest on each Loan shall accrue from and including the date of any   Borrowing to but excluding the date of any repayment thereof and shall be   payable in Dollars; provided that any Loan that is repaid on the same date on   which it is made shall bear interest for one day. Except as provided below,   interest shall be payable (i) in respect of each ABR Loan, quarterly in   arrears on the last Business Day of each fiscal quarter of the Borrower, (ii)   in respect of each LIBOR Loan, on the last day of each Interest Period   applicable thereto and, in the case of an Interest Period in excess of three   months, on each date occurring at three-month intervals after the first day   of such Interest Period, and (iii) in respect of each Loan, (A) on any   prepayment in respect thereof, (B) at maturity (whether by acceleration or   otherwise), and (C) after such maturity, on demand. (e) All computations of   interest hereunder shall be made in accordance with Section 5.5. (f) The   Administrative Agent, upon determining the interest rate for any Borrowing of   LIBOR Loans, shall promptly notify the Borrower and the relevant Lenders   thereof. Each such determination shall, absent clearly demonstrable error, be   final and conclusive and binding on all parties hereto. 2.9Interest Periods.   At the time the Borrower gives a Notice of Borrowing or Notice of Conversion   or Continuation in respect of the making of, or conversion into or   continuation as, a Borrowing of LIBOR Loans in accordance with Section   2.6(a), the Borrower shall give the Administrative Agent written notice of   the Interest Period applicable to such Borrowing, which #8983238089847286v115   -129- 


    




 










Interest Period   shall, approved by all at the option of the Borrower, be a one, two, three or   six month period (or if #8983238089847286v115 -130- 


    




 










the Lenders   making such LIBOR Loans as determined by such Lenders in good faith based on   prevailing market conditions, a twelve month or shorter period).   Notwithstanding anything to the contrary contained above: (a)the initial   Interest Period for any Borrowing of LIBOR Loans shall commence on the date   of such Borrowing (including the date of any conversion from a Borrowing of   ABR Loans) and each Interest Period occurring thereafter in respect of such   Borrowing shall commence on the day on which the next preceding Interest   Period expires; (b)if any Interest Period relating to a Borrowing of LIBOR   Loans begins on the last Business Day of a calendar month or begins on a day   for which there is no numerically corresponding day in the calendar month at   the end of such Interest Period, such Interest Period shall end on the last   Business Day of the calendar month at the end of such Interest Period; (c)if   any Interest Period would otherwise expire on a day that is not a Business   Day, such Interest Period shall expire on the next succeeding Business Day;   provided that if any Interest Period in respect of a LIBOR Loan would   otherwise expire on a day that is not a Business Day but is a day of the   month after which no further Business Day occurs in such month, such Interest   Period shall expire on the immediately preceding Business Day; and (d) the   Borrower shall not be entitled to elect any Interest Period in respect of any   LIBOR Loan if such Interest Period would extend beyond the Maturity Date of   such Loan. 2.10 Increased Costs, Illegality, Etc. (a) In the event that (x)   in the case of clause (i) below, the Administrative Agent and (y) in the case   of clauses (ii) and (iii) below, the Required Term Loan Lenders (with respect   to Term Loans) or the Required Revolving Credit Lenders (with respect to   Revolving Credit Commitments) shall have reasonably determined (which   determination shall, absent clearly demonstrable error, be final and   conclusive and binding upon all parties hereto): (i) on any date for   determining the Adjusted LIBOR Rate for any Interest Period that (x) deposits   in the principal amounts and currencies of the Loans comprising such LIBOR   Borrowing are not generally available in the relevant market or (y) by reason   of any changes arising on or after the Closing Date affecting the interbank   LIBOR market, adequate and fair means do not exist for ascertaining the   applicable interest rate on the basis provided for in the definition of   Adjusted LIBOR Rate; or (ii) shall subject any Credit Party to any Taxes   (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan   principal, letters of credit, commitments or other obligations, or its   deposits, reserves, other liabilities or capital attributable thereto; or   (iii) at any time, that such Lenders shall incur increased costs or   reductions in the amounts received or receivable hereunder with respect to   any LIBOR Loans (other than Taxes) because of any Change in Law; or (iv)at   any time, that the making or continuance of any LIBOR Loan has become   unlawful by compliance by such Lenders in good faith with any law,   governmental rule, #8983238089847286v115 -131- 


    




 










regulation,   regulation, guideline or order (or would conflict with any such governmental   rule, #8983238089847286v115 -132- 


    




 










guideline or   order not having the force of law even though the failure to comply therewith   would not be unlawful), or has become impracticable as a result of a   contingency occurring after the Closing Date that materially and adversely affects   the interbank LIBOR market; (such Loans, “Impacted Loans”), then, and in any   such event, such Required Term Loan Lenders or Required Revolving Credit   Lenders, as applicable (or the Administrative Agent, in the case of clause   (i) above) shall within a reasonable time thereafter give notice (if by   telephone, confirmed in writing) to theBorrower and to the Administrative   Agent of such determination (which notice the Administrative Agent shall   promptly transmit to each of the other Lenders). Thereafter (x) in the case   of clause (i) above, LIBOR Loans shall no longer be available until such time   as the Administrative Agent notifies the Borrower and the Lenders that the   circumstances giving rise to such notice by the Administrative Agent no   longer exist (which notice the Administrative Agent agrees to give at such   time when such circumstances no longer exist), and any Notice of Borrowing or   Notice of Conversion or Continuation given by the Borrower with respect to   LIBOR Loans that have not yet been incurred shall be deemed rescinded by the   Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to   such Lenders, promptly after receipt of written demand therefor such   additional amounts (in the form of an increased rate of, or a different method   of calculating, interest or otherwise as such Required Term Loan Lenders or   Required Revolving Credit Lenders, as applicable, in their reasonable   discretion shall determine) as shall be required to compensate such Lenders   for such actual increased costs or reductions in amounts receivable hereunder   (it being agreed that a written notice as to the additional amounts owed to   such Lenders, showing in reasonable detail the basis for the calculation   thereof, submitted to the Borrower by such Lenders shall, absent clearly   demonstrable error, be final and conclusive and binding upon all parties   hereto), and (z) in the case of clauses (iii) and (iv) above, the Borrower   shall take one of the actions specified in subclause (x) or (y), as   applicable, of Section 2.10(b) promptly and, in any event, within the time   period required by law. Notwithstanding the foregoing, if the Administrative   Agent has made the determination described in Section 2.10(a)(i)(x), the   Administrative Agent, in consultation with the Borrower and the affected   Lenders, may establish an alternative interest rate for the Impacted Loans,   in which case, such alternative rate of interest shall apply with respect to   the Impacted Loans until (1) the Administrative Agent revokes the notice   delivered with respect to the Impacted Loans under clause (x) of the first   sentence of the immediately preceding paragraph, (2) the Administrative Agent   or the affected Lenders notify the Administrative Agent and the Borrower that   such alternative interest rate does not adequately and fairly reflect the   cost to such Lenders of funding the Impacted Loans, or (3) any Lender   determines that any Law has made it unlawful, or that any Governmental   Authority has asserted that it is unlawful, for such Lender or its applicable   lending office to make, maintain or fund Loans whose interest is determined   by reference to such alternative rate of interest or to determine or charge   interest rates based upon such rate or any Governmental Authority has imposed   material restrictions on the authority of such Lender to do any of the   foregoing and provides the Administrative Agent and the Borrower written   notice thereof. (b) At any time that any LIBOR Loan is affected by the   circumstances described in Section 2.10(a)(ii), (iii) or (iv), the Borrower   may (and in the case of a LIBOR Loan affected pursuant to Section   2.10(a)(iii) and (iv) shall) either (x) if a Notice of Borrowing or Notice of   Conversion or Continuation with respect to the affected LIBOR Loan has been   submitted pursuant to Section 2.3 but the affected LIBOR Loan has not been   funded or continued, cancel such requested Borrowing by giving the   Administrative Agent written notice thereof on the same date that the   Borrower was notified by Lenders pursuant to Section 2.10(a)(ii), (iii) or (iv)   or (y) if the affected LIBOR Loan is then outstanding, upon at least three   Business Days’ notice to the Administrative Agent, require the   #8983238089847286v115 -133- 


    




 










affected Lender   to convert each such LIBOR Loan into an ABR Loan; provided that if more than   one Lender is affected at any time, then this Section 2.10(b). all affected   Lenders must be treated in the same manner pursuant to #8983238089847286v115   -134- 


    




 










(c)If, after   the Closing Date, any Change in Law relating to capital adequacy or liquidity   of any Lender or compliance by any Lender or its parent with any Change in   Law relating to capital adequacy or liquidity occurring after the Closing   Date, has or would have the effect of reducing the actual rate of return on   such Lender’s or its parent’s or its Affiliate’s capital or assets as a   consequence of such Lender’s commitments or obligations hereunder to a level   below that which such Lender or its parent or its Affiliate could have   achieved but for such Change in Law (taking into consideration such Lender’s   or its parent’s policies with respect to capital adequacy or liquidity), then   from time to time, promptly after demand by such Lender (with a copy to the   Administrative Agent), the Borrower shall pay to such Lender such actual   additional amount or amounts as will compensate such Lender or its parent for   such actual reduction, it being understood and agreed, however, that a Lender   shall not be entitled to such compensation as a result of such Lender’s compliance   with, or pursuant to any request or directive to comply with, any law, rule   or regulation as in effect on the Closing Date or to the extent such Lender   is not imposing such charges on, or requesting such compensation from,   borrowers (similarly situated to the Borrower hereunder) under comparable   syndicated credit facilities similar to the Credit Facilities. Each Lender,   upon determining in good faith that any additional amounts will be payable   pursuant to this Section 2.10(c), will give prompt written notice thereof to   the Borrower, which notice shall set forth in reasonable detail the basis of   the calculation of such additional amounts, although the failure to give any   such notice shall not, subject to Section 2.13, release or diminish the Borrower’s   obligations to pay additional amounts pursuant to this Section 2.10(c)   promptly following receipt of such notice. (d) If the Administrative Agent   shall have received notice from the Required Lenders that the Adjusted LIBOR   Rate determined or to be determined for such Interest Period will not   adequately and fairly reflect the cost to such Lenders (as certified by such   Lenders) of making or maintaining its affected LIBOR Loans during such   Interest Period, the Administrative Agent shall give telecopy or telephonic   notice thereof to the Borrower and the Lenders as soon as practicable   thereafter (which notice shall include supporting calculations in reasonable   detail). If such notice is given, (i) any LIBOR Loan requested to be made on   the first day of such Interest Period shall be made an ABR Loan, (ii) any   Loans that were to have been converted on the first day of such Interest   Period to LIBOR Loans shall be continued as an ABR Loan and (iii) any   outstanding LIBOR Loans shall be converted, on the first day of such Interest   Period, to ABR Loans. Until such notice has been withdrawn by the   Administrative Agent, no further LIBOR Loans shall be made or continued as   such, nor shall the Borrower have the right to convert ABR Loans to LIBOR   Loans. 2.11Compensation. If (a) any payment of principal of any LIBOR Loan is   made by the Borrower to or for the account of a Lender other than on the last   day of the Interest Period for such LIBOR Loan as a result of a payment or   conversion pursuant to Sections 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result   of acceleration of the maturity of the Loans pursuant to Section 11 or for   any other reason, (b) any Borrowing of LIBOR Loans is not made as a result of   a withdrawn Notice of Borrowing or a failure to LIBOR Loan as a result Loan   is not continued as satisfy borrowing conditions, (c) any ABR Loan is not   converted into a of a withdrawn Notice of Conversion or Continuation, (d) any   LIBOR a LIBOR Loan, as the case may be, as a result of a withdrawn Notice of   Conversion or Continuation or (e) any prepayment of principal of any LIBOR   Loan is not made as a result of a withdrawn notice of prepayment pursuant to   Sections 5.1 or 5.2, the Borrower shall, after receipt of a written request   by such Lender (which request shall set forth in reasonable detail the basis   for requesting such amount), promptly pay to the Administrative Agent for the   account of such Lender any amounts required to compensate such Lender for any   additional losses, costs or expenses that such Lender may reasonably incur as   a result of such payment, failure to convert, failure to continue or failure   to prepay, including any loss, cost or expense (excluding loss of anticipated   profits) actually incurred by reason of the liquidation or reemployment of   deposits or #8983238089847286v115 -135- 


    




 










other funds   acquired by any Lender to fund or maintain such LIBOR Loan. A certificate of   a Lender setting forth the amount or amounts necessary to compensate such   Lender as #8983238089847286v115 -136- 


    




 










specified in   this Section 2.11 and setting forth in reasonable detail the manner in which   such amount or amounts were determined shall be delivered to the Borrower and   shall be conclusive, absent manifest error. The obligations of the Borrower   under this Section 2.11 shall survive the payment in full of the Loans and   the termination of this Agreement. 2.12Change of Lending Office. Each Lender   agrees that, upon the occurrence of any event giving rise to the operation of   Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 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   another lending office for any Loans affected by such event; suffer object   provided that such designation is made on such terms that such Lender and its   lending office no unreimbursed cost or other material economic, legal or   regulatory disadvantage, with the of avoiding the consequence of the event   giving rise to the operation of any such Section. Nothing in this Section   2.12 shall affect or postpone any of the obligations of the Borrower or the   right of any Lender provided in Sections 2.10, 3.5 or 5.4. 2.13 Notice of   Certain Costs. Notwithstanding anything in this Agreement to the contrary, to   the extent any notice required by Sections 2.10, 2.11 or 3.5 is given by any   Lender more than 180 days after such Lender has knowledge (or should have had   knowledge) of the occurrence of the event giving rise to the additional cost,   reduction in amounts, loss, or other additional amounts described in such   Sections, such Lender shall not be entitled to compensation under Sections   2.10, 2.11 or 3.5, as the case may be, for any such amounts incurred or   accruing prior to the 181st day prior to the giving of such notice to the   Borrower. 2.14 Incremental Facilities. (a) establishment The Borrower may, by   written notice to Administrative Agent, elect to request the of one or more   (x) additional tranches of term loans or increases in Term Loans of any Class   (the commitments thereto, Revolving Credit Commitments of any (z) additional   tranches of Revolving the “New Term Loan Commitments”), (y) increases in   Class (the “New Revolving Credit Commitments”), and/or Credit Commitments (the   “Additional Revolving Credit Commitments” and, together with the New   Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”;   together with the New Term Loan Commitments and the New Revolving Credit   Commitments, the “New Loan Commitments”), by an aggregate amount not in   excess of the Maximum Incremental Facilities Amount in the aggregate and not   less than $10,000,000 individually (or such lesser amount as (x) may be   approved by the Administrative Agent or (y) shall constitute the difference   between the Maximum Incremental Facilities Amount and all such New Loan   Commitments obtained on or prior to such date). In connection with the   incurrence of any Indebtedness under this Section 2.14, at the request of the   Administrative Agent, the Borrower shall provide to the Administrative Agent   a certificate certifying that the New Loan Commitments do not exceed the   Maximum Incremental Facilities Amount, which certificate shall be in   reasonable detail and shall provide the calculations and basis therefor. The   Borrower may approach any Lender or any Person (other than a natural Person)   to provide all or a portion of the New Loan Commitments, subject, if   applicable, to the proviso to Section 2.14(b); provided that any Lender   offered or approached to provide all or a portion of the New Loan Commitments   may elect or decline, in its sole discretion, to provide a New Loan   Commitment. In each case, such New Loan Commitments shall become effective as   of the applicable Increased Amount Date; provided that (i) no Event of   Default (or, where waived by the Lenders providing the New Loan Commitments   in connection with an acquisition or investment subject to customary “funds   certain” conditions, no Event of Default under Section 11.1 or Section 11.5)   shall exist on such Increased Amount Date before or after giving effect to   such New Loan Commitments, as applicable, and subject to Section 1.12, (ii)   the New Loan #8983238089847286v115 -137- 


    




 










Commitments   shall be effected pursuant to one or more Joinder Agreements executed and   delivered by #8983238089847286v115 -138- 


    




 










the Borrower   and Administrative Agent, and each of which shall be recorded in the Register   and shall be subject to the requirements set forth in Section 5.4(e), and   (iii) the Borrower shall make any payments required pursuant to Section 2.11   in connection with the New Loan Commitments, as applicable. No Lender shall   have any obligation to provide any Commitments pursuant to this Section   2.14(a). Any New Term Loans made on an Increased Amount Date shall, at the   election of the Borrower and agreed to by Lenders providing such New Term   Loan Commitments, be designated as (a) a separate series (a “Series”) of New   Term Loans for all purposes of this Agreement or (b) as part of a Series of   existing Term Loans for all purposes of this Agreement. On and after the   Increased Amount Date, Additional Revolving Credit Loans shall be designated   a separate Series of Additional Revolving Credit Loans for all purposes of   this Agreement. (b) On any Increased Amount Date on which Incremental   Revolving Credit Commitments are effected, subject to the satisfaction of the   foregoing terms and conditions, (a) with respect to New Revolving Credit   Commitments, each of the Lenders with Revolving Credit Commitments of such   Class shall assign to each Lender with a New Revolving Credit Commitment   (each, a “New Revolving Loan Lender”) and each of the New Revolving Loan   Lenders shall purchase from each of the Lenders with thereof, such interests   shall be necessary in Revolving Credit Commitments of such Class, at the   principal amount in the Revolving Credit Loans outstanding on such Increased   Amount Date as order that, after giving effect to all such assignments and   purchases, the Revolving Credit Loans of such Class will be held by existing   Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance   with their Revolving Credit Commitments of such Class after giving effect to   the addition of such New Revolving Credit Commitments to the Revolving Credit   Commitments, and (b) with respect to Incremental Revolving Credit   Commitments, (i) each Incremental Revolving Credit Commitment shall be deemed   for all purposes a Revolving Credit Commitment and, each Loan made under a   New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan   made under an Additional Revolving Credit Commitment (an “Additional   Revolving Credit Loan” and, together with “Incremental Revolving Credit   Loan”) shall be deemed, for and (ii) each New Revolving Loan Lender and each   Lender Commitment (each an “Additional Revolving Loan Lender” New Revolving   Credit Loans, the all purposes, Revolving Credit Loans with an Additional   Revolving Credit and, together with the New Revolving Loan Lenders, the   “Incremental Revolving Loan Lenders”) shall become a Lender with respect to   the NewRevolvingCreditCommitmentandallmattersrelatingthereto;provided thatthe   Administrative Agent, the Swingline Lender and the Letter of Credit Issuers   shall have consented (not to be unreasonably withheld or delayed) to such   Lender’s or Incremental Revolving Loan Lender’s providing such Incremental   Revolving Credit Commitment to the extent such consent, if any, would be   required under Section 13.6(b) for an assignment of Revolving Loans or Revolving   Credit Commitments, as applicable, to such Lender or Incremental Revolving   Loan Lender. (c) On any Increased Amount Date on which any New Term Loan   Commitments of any Series are effective, subject to the satisfaction of the   foregoing terms and conditions, (i) each Lender with a New Term Loan   Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan   to the Borrower (a “New Term Loan” and, together with the Incremental   Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its   New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender   of any Series shall become a Lender hereunder with respect to the New Term   Loan Commitment of such Series and the New Term Loans of such Series made   pursuant thereto. (d) The terms and provisions of the New Term Loans and New   Term Loan Commitments of any Series shall be on terms and documentation set   forth in the Joinder Agreement as determined by #8983238089847286v115 -139- 


    




 










the Borrower;   provided that (i) in the case of all New Term Loans in the form of a term   loan B or similar form of institutional term loan (excluding, for the   avoidance of doubt, an amortizing Series of New Term Loans in the form of a   “term loan A” or similar form), the applicable New Term Loan Maturity Date of   #8983238089847286v115 -140- 


    




 










each Series   shall be no earlier than the Initial Term Loan Maturity Date; (ii) in the   case of all New Term Loans in the form of a term loan B or similar form of   institutional term loan, the weighted average life to maturity shall be no   shorter than the weighted average life to maturity of the then existing   Initial Term Loans; (iii) the pricing, interest rate margins, discounts,   premiums, rate floors, fees, and amortization schedule applicable to any New   Term Loans shall be determined by the Borrower and the Lenders thereunder;   provided that with respect to any New Term Loan in the form of a term loan B   or similar form of institutional term loan that matures earlier than two   years after the Initial Term Loan Maturity Date, only during the period   commencing on the Closing Date and ending on the date that is 18 months after   the Closing Date, if the Effective Yield for LIBOR Loans or ABR Loans in   respect of such New Term Loans exceeds the Effective Yield for LIBOR Loans or   ABR Loans in respect of the then existingthen-existing Initial Term Loans by   more than 0.50%, the Applicable Margin for LIBOR Loans or ABR LoansLoan in   respect of the then existingthen-existing Initial Term Loans shall be   adjusted so that the Effective Yield in respect of the then existingthen-existing   Initial Term Loans is equal to the Effective Yield for LIBOR Loans or ABR   Loans in respect of the New Term Loans minus 0.50% (this clause (iii), the   “MFN Protection”); and (iv) to the extent such terms and documentation are   not consistent with the then existing Initial Term Loans (except to the   extent permittedby clause (i), (ii) or (iii) above), they shall be reasonably   satisfactory to the Administrative Agent (it being understood that, (1) to   the extent that any financial maintenance covenant is added for the benefit   of any such Indebtedness (other than an amortizing Incremental Loans in the   from of a “term loan A” or similar form where, such financial maintenance   covenant iswill also added for the benefit of the Revolving Credit Facility),   no consent shall be required by the Administrative Agent or any of the   Lenders if such financial maintenance covenant is alsob e added for the   benefit of any corresponding Term Loans remaining outstanding after the   issuance or incurrence of such Indebtedness or (2) no consent shall be   required by the Administrative Agent or any of the Lenders if any covenants   or other provisions are only applicable after the Latest Term Loan Maturity   Date). (e) be identical otherthan Incremental Revolving Credit Commitments   and Incremental Revolving Credit Loans to the Initial Revolving Credit   Commitments and the related Revolving Credit Loans,   theMaturityDateandassetforthinthisSection 2.14(e);provided that shall   notwithstanding anything to the contrary in this Section 2.14 or otherwise:   (i) any such Incremental Revolving Credit Commitments or Incremental   Revolving Credit Loans Loans shall rank equal in right of payment and of   security with the Revolving Credit and the Term Loans, (ii)any such   Incremental Revolving Credit Commitments or Incremental Revolving Loans shall   not mature earlier than the Initial Revolving Credit Commitments and Credit   related Revolving Credit Loans at the time of incurrence of such Incremental   Revolving Credit Commitments, (iii)the borrowing and repayment (except for   (1) payments of interest and fees at different rates on Incremental Revolving   Credit Commitments (and related outstandings), (2)   repaymentsrequireduponthematuritydateoftheIncrementalRevolvingCredit   Commitments, and (3) repayment made in connection with a permanent repayment   and termination of commitments (subject to clause (v) below)) of Loans with   respect to Incremental Revolving Credit Commitments after the associated   Increased Amount Date shall be made on a pro rata basis with all other Revolving   Credit Commitments on such Increased Amount Date, #89832380v1 -141- 


    




 










(iv) subject to   the provisions of Sections 2.1(e) and Sections 3.12 to the extent dealing   with Swingline Loans and Letters of Credit which mature or expire after a   maturity date when there exists Incremental Revolving Credit Commitments with   a longer maturity date, all #89832380v1 -142- 


    




 









 



Swingline Loans   and Letters of Credit shall be participated on a pro rata basis by all   Lenders with Revolving Credit Commitments of the same Series in accordance   with their percentage of such Revolving Credit Commitments on the applicable   Increased Amount Date (and except as provided in Section 2.1(e) and Section   3.12, without giving effect to changes thereto on an earlier maturity date   with respect to Swingline Loans and Letters of Credit theretofore incurred or   issued in respect of such Series), (v)the permanent repayment of Revolving   Credit Loans with respect to, and termination of, Incremental Revolving   Credit Commitments after the associated Increased Amount Date shall be made   on a pro rata basis with all other Revolving Credit Commitments on such Increased   Amount Date, except that the Borrower shall be permitted to permanently repay   and terminate commitments of any such Class on a better than a pro rata basis   as compared to any other Class with a later maturity date than such Class,   (vi)assignments and participations of Incremental Revolving Credit   Commitments and Incremental Revolving Credit Loans shall be governed by the   same assignment and participation provisions applicable to Revolving Credit   Commitments and Revolving Credit Loans on the applicable Increased Amount   Date, (vii) any Incremental Revolving Credit Commitments may constitute a   separate Class or Classes, as the case may be, of Commitments from the   Classes constituting the applicable Revolving Credit Commitments prior to   such Increased Amount Date, (viii) the pricing, fees, maturity and other   immaterial terms of the Additional Revolving Credit Loans may be different   and shall be determined by the Borrower and the Lenders thereunder so long as   the final maturity date and the weighted average maturity of any Additional   Revolving Credit Loans and Additional Revolving Credit Commitments, as   applicable, shall not be earlier than, or shorter than, as the case may be,   the maturity date or the weighted average life, as applicable, of the Initial   Revolving Credit Commitments and related Revolving Credit Loans, and (ix) to   the extent that any financial maintenance covenant is added for the benefit   of any such Indebtedness, no consent shall be required by the Administrative   Agent or any of the Lenders if such financial maintenance covenant is also   added for the benefit of any corresponding Indebtedness. Loans remaining   outstanding after the issuance or incurrence of such (f) Each Joinder   Agreement may, without the consent of any other Lenders, effect technical and   corresponding amendments to this Agreement and the other Credit Documents as   may be necessary or appropriate, in the opinion of the Administrative Agent,   to effect the provision of this Section 2.14. (g)(i) The Borrower may at any   time, and from time to time, request that all or of the Term Loans of any   Class (an “Existing Term Loan Class”) be converted to extend scheduled   maturity date(s) of any payment of principal with respect to all or a portion   of a portion the any principal amount of such Term Loans (any such Term Loans   which have been so converted, “Extended Term Loans”) and to order to   establish anyExtended Administrative Agent (who shall provide for other terms   consistent with this Section 2.14(g). In Term Loans, the Borrower shall   provide a notice to the provide a copy of such notice to each of the Lenders   of the applicable Existing Term Loan Class which such request shall be   offered equally to all such Lenders) (a “Term Loan Extension Request”)   setting forth the proposed terms of the Extended Term Loans   #8983238089847286v115 -143- 


    




 










to be   established, which shall not be materially more restrictive to the Credit   Parties (as determined in good faith by the Borrower), when taken as a   #8983238089847286v115 -144- 


    




 










whole, than the   terms of the Term Loans of the Existing Term Loan Class unless (x) the   Lenders of the Term Loans of such applicable Existing Term Loan Class receive   the benefit of such more restrictive terms or (y) any such provisions apply   after the Initial Term Loan Maturity Date (a “Permitted Other Provision”);   provided, however, that (x) the scheduled final maturity date shall be   extended and all or any of the scheduled amortization payments of principal   of the Extended Term Loans may be delayed to later dates than the scheduled   amortization of principal of the Term Loans of such Existing Term Loan Class   (with any such delay resulting in a corresponding adjustment to the scheduled   amortization payments reflected in Section 2.5 or in the Joinder Agreement,   as the case may be, with respect to the Existing Term Loan Class from which   such Extended Term Loans were converted, in each case as more particularly   set forth in paragraph (iv) of this Section 2.14(g) below), (y) (A) the   interest margins with respect to the Extended Term Loans may be higher or   lower than the interest margins for the Term Loans of such Existing Term Loan   Class and/or (B) additional fees, premiums or applicable high-yield discount   obligation (“AHYDO”) payments may be payable to the Lenders providing such   Extended Term Loans in addition to or in lieu of any increased margins   contemplated by the preceding clause (A), in each case, to the extent   provided in the applicable Extension Amendment and to the extent that any Permitted   Other Provision (including a financial maintenance covenant) is added for the   benefit of any such Indebtedness, no consent shall be required by the   Administrative Agent or any of the Lenders if such Permitted Other Provision   is also added for the benefit of any corresponding Loans remaining   outstanding after the issuance or incurrence of such Indebtedness or if such   Permitted Other Provision applies only after the Initial Term Loan Maturity   Date. Notwithstanding anything to the contrary in this Section 2.14 or   otherwise, no Extended Term Loans may be optionally prepaid prior to the date   on which the Existing Term Loan Class from which they were converted is   repaid in full, except in accordance with the last sentence of Section   5.1(a). No Lender shall have any obligation to agree to have any of its Term   Loans of any Existing Term Loan Class converted into Extended Term Loans   pursuant to any Extension Request. Any Extended Term Loans of any Extension   Series shall constitute a separate Class of Term Loans from the Existing Term   Loan Class from which they were converted. (ii) The Borrower may at any time   and from time to time request that all or a portion of the Revolving Credit   Commitments of any Class, any Extended Revolving Credit Commitments and/or any   Incremental Revolving Credit Commitments, each existing at the time of such   request (each, an “Existing Revolving Credit Commitment” and any related   revolving credit loans thereunder, “Existing Revolving Credit Loans”; each   Existing Revolving Credit Commitment and related Existing Revolving Credit   Loans together being referred to as an “Existing Revolving Credit Class”) be   converted to extend the termination date thereof and the scheduled maturity   date(s) of any payment of principal with respect to all or a portion of any   principal amount of Loans related to such Existing Revolving Credit   Commitments (any such Existing Revolving Credit Commitments which have been   so extended, “Extended Revolving Credit Commitments” and any related Loans,   “Extended Revolving Credit Loans”) and to provide for other terms consistent   with this Section 2.14(g). In order to establish any Extended Revolving   Credit Commitments, the Borrower shall provide a notice to the Administrative   Agent (who shall provide a copy of such notice to each of the Lenders of the   applicable Class of Existing Revolving Credit Commitments which such request   shall be offered equally to all such Lenders) setting forth the proposed   terms of the Extended Revolving Credit Commitments to be established, which shall   not be materially more restrictive to the Credit Parties (as determined in   good faith by the Borrower), when taken as a whole, than the terms of the   applicable Existing Revolving Credit Commitments (the “Specified Existing   Revolving Credit Commitment”) unless (x) the Lenders providing existing   Revolving Credit Loans receive the benefit of such more restrictive terms or   (y) any such provisions apply after the Revolving Credit Termination Date, in   each case, to the extent provided in the applicable Extension Amendment;   provided, however, that (w) all or any of the #8983238089847286v115 -145- 


    




 










final maturity   dates of such Extended Revolving Credit Commitments may be delayed to later   dates than the final maturity dates of the Specified Existing Revolving   Credit Commitments, (x) (A) the interest margins with respect to the Extended   Revolving Credit Commitments may be higher or lower #8983238089847286v115   -146- 


    




 










than the   interest margins for the Specified Existing Revolving Credit Commitments   and/or (B) additional fees and premiums may be payable to the Lenders   providing such Extended Revolving Credit Commitments in addition to or in   lieu of any increased margins contemplated by the preceding clause (A) and   (y) the revolving credit commitment fee rate with respect to the Extended   Revolving Credit Commitments may be higher or lower than the Revolving Credit   Commitment Fee Rate for the Specified Existing Revolving Credit Commitment;   provided that, notwithstanding anything to the contrary in thisSection   2.14(g) or otherwise, (1) the borrowing and repayment (other than in   connection with a permanent repayment and termination of commitments) of   Loans with respect to any Original Revolving Credit Commitments shall be made   on a pro rata basis with all other Original Revolving Credit Commitments and   (2) assignments and participations of Extended Revolving Credit Commitments   and Extended Revolving Credit Loans shall be governed by the same assignment   and participation provisions applicable to Revolving Credit Commitments and   the Revolving Credit Loans related to such Commitments set forth in Section   13.6. No Lender shall have any obligation to agree to have any of its Revolving   Credit Loans or Revolving Credit Commitments of any Existing Revolving Credit   Class converted into Extended Revolving Credit Loans or Extended Revolving   Credit Commitments pursuant to any Extension Request. Any Extended Revolving   Credit Commitments of any Extension Series shall constitute a separate Class   of revolving credit commitments from the Specified Existing Revolving Credit   Commitments and from any other Existing Revolving Credit Commitments   (together with any other Extended Revolving Credit Commitments so established   on such date). (iii) Any Lender (an “Extending Lender”) wishing to have all   or a portion of its Term Loans, Revolving Credit Commitments, Incremental   Revolving Credit Commitment or Extended Revolving Credit Commitment of the   Existing Class or Existing Classes subject to such Extension Request   converted into Extended Term Loans or Extended Revolving Credit Commitments,   as applicable, shall notify the Administrative Agent (an “Extension   Election”) on or prior to the date specified in such Extension Request of the   amount of its Term Loans, Revolving Credit Commitments, Incremental Revolving   Credit Commitment or Extended Revolving Credit Commitment of the Existing   Class or Existing Classes subject to such Extension Request that it has elected   to convert into Extended Term Loans or Extended Revolving Credit Commitments,   as applicable. In the event that the aggregate amount of Term Loans,   Revolving Credit Commitments, Incremental Revolving Credit Commitment or   Extended Revolving Credit Commitment of the Existing Class or Existing   Classes subject to Extension Elections exceeds the amount of Extended Term   Loans or Extended Revolving Credit Commitments, as applicable,requested   pursuant to the Extension Request, Term Loans or Revolving Credit Commitments,   Incremental Revolving Credit Commitments or Extended Revolving Credit   Commitments of the Existing Class or Existing Classes subject to Extension   Elections shall be converted to Extended Term Loans or Extended Revolving   Credit Commitments, as applicable, on a pro rata basis based on the amount of   Term Loans, Revolving Credit Commitments, Incremental Revolving Credit   Commitment or Extended Revolving Credit Commitment included in each such   Extension Election. Notwithstanding the conversion of any Existing Revolving   Credit Commitment into an Extended Revolving Credit Commitment, such Extended   Revolving Credit Commitment shall be treated identically to all other   Original Revolving Credit Commitments for purposes of the obligations of a   Revolving Credit Lender in respect of Swingline Loans under Section 2.1(c)   and Letters of Credit under Section 3, except that the Swingline Maturity   Date and/or the applicable Extension Amendment may provide that the L/C   Facility Maturity Date may be extended and the related obligations to make   Swingline Loans and to issue Letters of Credit may be continued so long as   the Swingline Lender and/or the Letter of Credit Issuer, as applicable, have   consented to such extensions in their sole discretion (it being understood   that no consent of any other Lender shall be required in connection with any   such extension). #8983238089847286v115 -147- 


    




 










(iv)   established Extended Term Loans or Extended Revolving Credit Commitments, as   applicable, shall be pursuant to an amendment (an “Extension Amendment”) to   this Agreement (which, #8983238089847286v115 -148- 


    




 










except to the   extent expressly contemplated by the penultimate sentence of this Section   2.14(g)(iv) and notwithstanding anything to the contrary set forth in Section   13.1, shall not require the consent of any Lender other than the Extending   Lenders with respect to the Extended Term Loans or Extended Revolving Credit   Commitments, as applicable, established thereby) executed by the Credit   Parties, the Administrative Agent and the Extending Lenders. No Extension   Amendment shall provide for any tranche of Extended Term Loans or Extended   Revolving Credit Commitments in an aggregate principal amount that is less   than $10,000,000. In addition to any terms and changes required or permitted   by Section 2.14(g)(i), each Extension Amendment (x) shall amend the scheduled   amortization payments pursuant to Section 2.5 or the applicable Joinder   Agreement with respect to the Existing Term Loan Class from which the Extended   Term Loans were converted to reduce each scheduled Repayment Amount for the   Existing Term Loan Class in the same proportion as the amount of Term Loans   of the Existing Term Loan Class is to be converted pursuant to such Extension   Amendment (it being understood that the amount of any Repayment Amount   payable with respect to any individual Term Loan of such Existing Term Loan   Class that is not an Extended Term Loan shall not be reduced as a result   thereof) and (y) may, but shall not be required to, impose additional   requirements (not inconsistent with the provisions of this Agreement in   effect at such time) with respect to the final maturity and weighted average   life to maturity of New Term Loans incurred following the date of such   Extension Amendment. Notwithstanding anything to the contrary in this Section   2.14(g) and without limiting the generality or applicability of Section 13.1   to any Section 2.14 Additional Amendments, any Extension Amendment may   provide for additional terms and/or additional amendments other than those   referred to or contemplated above (any such additional amendment, a “Section   2.14 Additional Amendment”) to this Agreement and the other Credit Documents;   provided that such Section 2.14 Additional Amendments are within the requirements   of Section 2.14(g)(i) and do not become effective prior to the time that such   Section 2.14 Additional Amendments have been consented to (including, without   limitation, pursuant to (1) consents applicable to holders of New Term Loans   or Extended Revolving Credit Commitments provided for in any Joinder   Agreement and (2) consents applicable to holders of any Extended Term Loans   or Extended Revolving Credit Commitments provided for in any Extension   Amendment) by such of the Lenders, Credit Parties and other parties (if any)   as may be required in order for such Section 2.14 Additional Amendments to   become effective in accordance with Section 13.1. (v) Notwithstanding   anything to the contrary contained in this Agreement, (A) on any date on   which any Existing Class is converted to extend the related scheduled   maturity date(s) in accordance with clauses (i) and/or (ii) above (an   “Extension Date”), (I) in the case of the existing Term Loans of each   Extending Lender, the aggregate principal amount of such existing Term Loans   shall be deemed reduced by an amount equal to the aggregate principal amount   of Extended Term Loans so converted by such Lender on such date, and the   Extended Term Loans shall be established as a separate Class of Term Loans   (together with any other Extended Term Loans so established on such date),   and (II) in the case of the Specified Existing Revolving Credit Commitments   of each Extending Lender, the aggregate principal amount of such Specified   Existing Revolving Credit Commitments shall be deemed reduced by an amount   equal to the aggregate principal amount of Extended Revolving Credit   Commitments so converted by such Lender on such date, and such Extended   Revolving Credit Commitments shall be commitments from the Specified Existing   Existing Revolving Credit Commitments Commitments so established on such   date) Extending Lender are outstanding under established as a separate Class   of revolving credit Revolving Credit Commitments and from any other (together   with anyother Extended Revolving Credit and (B) if, on any Extension Date,   any Loans of any the applicable Specified ExistingRevolvingCredit   Commitments, such Loans (and any related participations) shall be deemed to   be allocated as Extended Revolving Credit Loans (and related participations) and   Existing Revolving Credit Loans #8983238089847286v115 -149- 


    




 










(and related   participations) in the same proportion as such Extending Lender’s Revolving   Credit Commitments to Extended Revolving Credit Commitments. Specified   Existing #8983238089847286v115 -150- 


    




 










(vi)The   Administrative Agent and the Lenders (other than the Swingline Lender to the   extent such consent is expressly required by this Section 2.14) hereby   consent to the consummation of the transactions contemplated by this Section   2.14 (including, for the avoidance of doubt, payment of any interest, fees,   or premium in respect of any Extended Term Loans and/or Extended Revolving   Credit Commitments on such terms as may be set forth in the relevant   Extension Amendment) and hereby waive the requirements of any provision of   this Agreement (including, without limitation, any pro rata payment or   amendment section) or any other Credit Document that may otherwise prohibit   or restrict any such extension or any other transaction contemplated by this   Section 2.14. 2.15 Permitted Debt Exchanges[reserved]. (a) Notwithstanding   anything to the contrary contained in this Agreement, pursuant to one or more   offers (each, a “Permitted Debt Exchange Offer”) made from time to time by   the Borrower, the Borrower may from time to time following the Closing Date   consummate one or more exchanges of Term Loans for Permitted Other   Indebtedness in the form of notes (such notes, “Permitted Debt Exchange   Notes,” and each such exchange a “Permitted Debt Exchange”), so long as the   following conditions are satisfied: (i) no Event of Default shall have   occurred and be continuing at the time the final offering document in respect   of a Permitted Debt Exchange Offer is delivered to the relevant Lenders, (ii)   the aggregate principal amount (calculated on the face amount thereof) of   Term Loans exchanged shall equal no more than the aggregate principal amount   (calculated on the face amount thereof) of Permitted Debt Exchange Notes   issued in exchange for such Term Loans; provided that the aggregate principal   amount of the Permitted Debt Exchange Notes may include accrued interest and   premium (if any) under the Term Loans exchanged and underwriting discounts,   fees, commissions and expenses in connection with the issuance of such   Permitted Debt Exchange Notes, (iii) the aggregate principal amount   (calculated on the face amount thereof) of all Term Loans exchanged under   each applicable Class by the Borrower pursuant to any Permitted Debt Exchange   shall automatically be cancelled and retired by the Borrower on the date of   the settlement thereof (and, if requested by the Administrative Agent, any   applicable exchanging Lender shall execute and deliver to the Administrative   Agent an Assignment and Acceptance, or such other form as may be reasonably   requested by the Administrative Agent, in respect thereof pursuant to which   the respective Lender assigns its interest in the Term Loans being exchanged   pursuant to the Permitted Debt Exchange to the Borrower for immediate   cancellation), (iv) if the aggregate principal amount of all Term Loans of a   given Class (calculated on the face amount thereof) tendered by Lenders in   respect of the relevant Permitted Debt Exchange Offer (with no Lender being   permitted to tender a principal amount of Term Loans which exceeds the principal   amount thereof of the applicable Class actually held by it) shall exceed the   maximum aggregate principal amount of Term Loans of such Class offered to be   exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer,   then the Borrower shall exchange Term Loans subject to such Permitted Debt   Exchange Offer tendered by such Lenders ratably up to such maximum amount   based on the respective principal amounts so tendered, (v) all documentation   in respect of such Permitted Debt Exchange shall be consistent with the   foregoing, and all written communications generally directed to the Lenders   in connection therewith shall be in form and substance consistent with the   foregoing and made in consultation with the Borrower and the Auction Agent,   and (vi) any applicable Minimum Tender Condition shall be satisfied. (b) With   respect to all Permitted Debt Exchanges effected by the Borrower pursuant to   this Section 2.15, (i) such Permitted Debt Exchanges (and the cancellation of   the exchanged Term Loans in connection therewith) shall not constitute   voluntary or mandatory payments or prepayments for purposes of Section 5.1 or   5.2, and (ii) such Permitted Debt Exchange Offer shall be made for   #8983238089847286v115 -151- 


    




 










not less than   $10,000,000 in aggregate principal amount of Term Loans; provided that   subject to the foregoing clause (ii), the Borrower may at its election   specify as a condition (a “Minimum Tender Condition”) to consummating any   such Permitted Debt Exchange that a minimum amount (to be determined and   #8983238089847286v115 -152- 


    




 










specified in   the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of   Term Loans of any or all applicable Classes be tendered. (c) In connection   with each Permitted Debt Exchange, the Borrower and the Auction Agent shall   mutually agree to such procedures as may be necessary or advisable to   accomplish the purposes of this Section 2.15 and without conflict with   Section 2.15(d); provided that the terms of any Permitted Debt Exchange Offer   shall provide that the date by which the relevant Lenders are required to   indicate their election to participate in such Permitted Debt Exchange shall   be not less than a reasonable period (in the discretion of the Borrower and the   Auction Agent) of time following the date on which the Permitted Debt   Exchange Offer is made. (d) The Borrower shall be responsible for compliance   with, and hereby agrees to comply with, all applicable securities and other   laws in connection with each Permitted Debt Exchange, it being understood and   agreed that (x) none of the Auction Agent, the Administrative Agent nor any   Lender assumes any responsibility in connection with the Borrower’s   compliance with such laws in connection with any Permitted Debt Exchange and   (y) each Lender shall be solely responsible for its compliance with any   applicable “insider trading” laws and regulations to which such Lender may be   subject under the Securities Exchange Act. 2.16 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 that Lender is no longer a Defaulting Lender, to the extent permitted by   applicable Requirements of 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 the definition   of Required Lenders and Section 13.1. (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 11 or otherwise) or   received by the Administrative Agent from a Defaulting Lender pursuant to   Section 13.8 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 Letter of Credit Issuers or Swingline Lender hereunder; third,   to Cash Collateralize the Letter of Credit Issuers’ Fronting Exposure with   respect to such Defaulting Lender in accordance with Section 3.8; fourth, as   the Borrower may request (so long as no 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) Cash Collateralize the   Letter of Credit Issuers’ future Fronting Exposure with respect to such   Defaulting Lender with respect to future Letters of Credit issued under this   Agreement, in accordance with Section 3.8; sixth, to the payment of any   amounts owing to the Borrower, the Lenders, the Letter of Credit Issuers or   the Swingline Lender as a result of any judgment of a court of competent   jurisdiction obtained by the Borrower, any Lender, the Letter of Credit Issuers   or the Swingline Lender against such Defaulting Lender as a result of such   Defaulting Lender’s breach of its obligations under this #89832380v1 -153- 


    




 










Agreement; and   seventh, to such Defaulting Lender or as otherwise directed by a court of   competent jurisdiction; provided that if (x) such payment is a payment of the   principal amount of any Loans or L/C Borrowings in respect of which such   Defaulting Lender has not fully funded its appropriate share, and (y) such   Loans were made or the related Letters of Credit were issued at a time when   the conditions set forth in Section 7 were satisfied or waived, such payment   shall be applied solely to pay the Loans of, and L/C Obligations owed to, all   Non-Defaulting Lenders on a pro rata basis prior to being applied to the   payment of any Loans of, and L/C Obligations owed to, such Defaulting Lender   until such time as all Loans and funded and unfunded participations in L/C   Obligations and Swingline Loans are held by the Lenders pro rata in accordance   with the Commitments hereunder without giving effect to Section 2.16(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 2.16(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 payable under Section 4 for any period   during which that 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 that Defaulting Lender). (B)Each Defaulting Lender shall be   entitled to receive Letter of Credit Fees any period during which that Lender   is a Defaulting Lender only to the extent allocable to its applicable   percentage of the stated amount of Letters of Credit for which it has   provided Cash Collateral pursuant to Section 3.8. for (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 fee otherwise payable to such   Defaulting Lender with respect to such Defaulting Lender’s participation in   L/C Obligations that has been reallocated to such Non-Defaulting Lender   pursuant to clause (iv) below, (y) pay to the Letter of Credit Issuers the   amount of any such fee otherwise payable to such Defaulting Lender to the   extent allocable to such Letter of Credit’s Fronting Exposure to such   Defaulting Lender, and (z) not be required to pay the remaining amount of any   such fee. (iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure.   All or any part of such Defaulting Lender’s participation in L/C Obligations   and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in   accordance with their respective Revolving Credit Commitment Percentages   (calculated without regard to such Defaulting Lender’s Commitment) but only   to the extent that such reallocation does not cause the aggregate Revolving   Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting   Lender’s Commitment. Subject to Section 13.22, 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. (v) Cash Collateral, Repayment of Swingline Loans. If the   reallocation described in #8983238089847286v115 -154- 


    




 










clause (a)(iv)   above cannot, or can only partially, be effected, the Borrower shall (x)   first, prepay #8983238089847286v115 -155- 


    




 










Swingline Loans   in an amount equal to the Swingline Lender’s Fronting Exposure and (y)   second, Cash Collateralize the Letter of Credit Issuers’ Fronting Exposure in   accordance with the procedures set forth in Section 3.8. (b) Defaulting   Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender   and the Letter of Credit Issuers agree in writing that a Lender is no longer   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), that 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 Revolving Credit 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 Revolving Credit   Commitment Percentages (without giving effect to Section   2.16(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 that 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 that Lender’s having been a Defaulting   Lender. Section 3. Letters of Credit 3.1 Letters of Credit. (a) Subject to   and upon the terms and conditions herein set forth, at any time and from time   to time after the Closing Date and prior to the L/C Facility Maturity Date,   the Letter of Credit Issuers agree, in reliance upon the agreements of the   Revolving Credit Lenders set forth in this Section 3, to issue from time to   time from the Closing Date through the L/C Facility Maturity Date for the   account of the Borrower (or, so long as the Borrower is the primary obligor   and a signatory to the Letter of Credit Request, for the account of the   Borrower or any Restricted Subsidiary (other than the Borrower)) letters of   credit (the “Letters of Credit” and each, a “Letter of Credit”), which   Letters of Credit in the aggregate shall not exceed the L/C Sublimit, in such   form as may be approved by the applicable Letter of Credit Issuer in its   reasonable discretion. No Letter of Credit Issuer shall be required to issue   Letters of Credit (or have Existing Letters of Credit outstanding) in excess   of the amount set forth opposite its name on Schedule 1.1(b) (as may be   amended from time to time). Notwithstanding anything to the contrary   contained herein, Schedule 1.1(b) may be amended with the consent of the   Borrower and each Letter of Credit Issuer that would be directly affected by   such amendment, with notice to the Administrative Agent. (b) Notwithstanding   the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of   which, when added to the Letters of Credit Outstanding at such time, would   exceed the L/C Sublimit then in effect (or with respect to any Letter of   Credit Issuer, exceed such Letter of Credit Issuer’s Letter of Credit   Commitment); (ii) no Letter of Credit shall be issued the Stated Amount of   which would cause the aggregate amount of the Lenders’ Revolving Credit   Exposures at the time of the issuance thereof to exceed the Total Revolving   Credit Commitment then in effect; (iii) each Letter of Credit shall have an   expiration date occurring no later than one year after the date of issuance   thereof (except as set forth in Section 3.2(d)), provided that in no event   shall such expiration date occur later than the L/C Facility Maturity Date,   in each case, unless otherwise agreed upon by the Administrative Agent, the   applicable Letter of Credit Issuer and, unless such Letter of Credit has   #8983238089847286v115 -156- 


    




 










been Cash Collateralized   or backstopped (in the case of a backstop only, on terms reasonably   satisfactory to such Letter of Credit Issuer), the Revolving Credit shall be   denominated in Dollars (or, with respect to Lenders; (iv) the Letter of   Credit #8983238089847286v115 -157- 


    




 










Letters of   Credit issued by JPMorgan Chase Bank, N.A., Australian Dollars); (v) no   Letter of Credit shall be issued if it would be illegal under any applicable   law for the beneficiary of the Letter of Credit to have a Letter of Credit   issued in its favor; (vi) no Letter of Credit shall be issued by a Letter of   Credit Issuer after it has received a written notice from any Credit Party or   the Administrative Agent or the Required Revolving Credit Lenders stating   that a Default or Event of Default has occurred and is continuing until such   time as such Letter of Credit Issuer shall have received a written notice of   (x) rescission of such notice from the party or parties originally delivering   such notice or (y) the waiver of such Default or Event of Default in   accordance with the provisions of Section 13.1; and (vii) no Letter of Credit   shall be issued by a Letter of Credit Issuer if any other Letter of Credit   Issuer is a Defaulting Lender and such Defaulting Lender’s Fronting Exposure (x)   has not been reallocated among the Letter of Credit Issuers that are   Non-Defaulting Lenders or (y) has not been Cash Collateralized by the   Borrower. (c) Upon at least two Business Days’ prior written notice to the   Administrative Agent and the applicable Letter of Credit Issuer (which notice   the Administrative Agent shall promptly transmit to each of the Lenders), the   Borrower shall have the right, on any day, permanently to terminate or reduce   such Letter of Credit Issuer’s Letter of Credit Commitment in whole or in   part; provided that, after giving exceed the Outstanding effect to such   termination or reduction, the Letters of Credit Outstanding shall not of   Credit shall not L/CSublimit (or with with respect to Letters respect to a   Letter of Credit Issuer, the Letters of Credit issued by such Letter of   Credit Issuer Letter of Credit Commitment). exceed such Letter of Credit   Issuer’s (d) A Letter of Credit Issuer shall not be under any obligation to   issue any Letter of Credit if: (i) any order, judgment or decree of any   Governmental Authority or arbitrator shall by its terms enjoin or restrain   such Letter of Credit Issuer from issuing such Letter of Credit, or any law   applicable to such Letter of Credit Issuer or any request or directive   (whether or not having the force of law) from any Governmental Authority with   jurisdiction over such Letter of Credit Issuer shall prohibit, or request   that such Letter of Credit Issuer refrain from, the issuance of letters of   credit generally or such Letter of Credit in particular or shall impose upon   such Letter of Credit Issuer with respect to such Letter of Credit any   restriction, reserve or capital requirement (in each case, for which such   Letter of Credit Issuer is not otherwise compensated hereunder) not in effect   on the Closing Date, or shall impose upon such Letter of Credit Issuer any   unreimbursed loss, cost or expense which was not applicable on the Closing   Date and which such Letter of Credit Issuer in good faith deems material to   it; (ii) the issuance of such Letter of Credit would violate one or more   policies of such Letter of Credit Issuer applicable to letters of credit   generally; (iii) except as otherwise agreed by such Letter of Credit Issuer,   such Letter of Credit is in an initial Stated Amount less than $250,000; (iv)   such Letter of Credit is denominated in a currency other than Dollars; (v)   such Letter of Credit contains any provisions for automatic reinstatement of   the Stated Amount after any drawing thereunder; or (vi) a default of any   Revolving Credit Lender’s obligations to fund under Section 3.3 exists or any   Revolving Credit Lender is at such time a Defaulting Lender hereunder,   unless, in each case, the Borrower has entered into arrangements reasonably   satisfactory to such #8983238089847286v115 -158- 


    




 










Letter of   Credit Revolving Credit Issuer to eliminate such Letter of Credit Issuer’s   risk with respect to such #8983238089847286v115 -159- 


    




 










Lender or such   risk has been reallocated in accordance with Section 2.16. (e)A Letter of   Credit Issuer shall not increase the Stated Amount of any Letter of Credit if   such Letter of Credit Issuer would not be permitted at such time to issue   such Letter of Credit in its amended form under the terms hereof. (f) A   Letter of Credit Issuer shall be under no obligation to amend any Letter of   Credit if (A) such Letter of Credit Issuer would have no obligation at such   time to issue such Letter of Credit in its amended form under the terms   hereof, or (B) the beneficiary of such Letter of Credit does not accept the   proposed amendment to such Letter of Credit. (g) Each Letter of Credit Issuer   shall act on behalf of the Revolving Credit Lenders with respect to any Letters   of Credit issued by it and the documents associated therewith, and each   Letter of Credit Issuer shall have all of the benefits and immunities (A)   provided to the Administrative Agent in Section 13 with respect to any acts   taken or omissions suffered by any Letter of Credit Issuer in connection with   Letters of Credit issued by it or proposed to be issued by it and Issuer   Documents pertaining to such Letters of Credit as fully as if the term   “Administrative Agent” as used in Section 13 included such Letter of Credit   Issuer with respect to such acts or omissions, and (B) as additionally   provided herein with respect to the Letter of Credit Issuers. 3.2 Letter of   Credit Requests. (a) Whenever the Borrower desires that a Letter of Credit be   issued or amended, the Borrower shall give the Administrative Agent and the   applicable Letter of Credit Issuer a Letter of Credit Request by no later   than 1:00 p.m. (New York City time) at least five Business Days (or such   other period as may be agreed upon by the Borrower, the Administrative Agent   and the applicable Letter of Credit Issuer) prior to the proposed date of   issuance or amendment. Each Letter of Credit Request shall be executed by the   Borrower. Such Letter of Credit Request may be sent by facsimile, by United   States mail, by overnight courier, by electronic transmission using the   system provided by such Letter of Credit Issuer, by personal delivery or by   any other means acceptable to such Letter of Credit Issuer. (b)In the case of   a request for an initial issuance of a Letter of Credit, such Letter of   Credit Request shall specify in form and detail reasonably satisfactory to   the applicable Letter of Credit Issuer: (A) the proposed issuance date of the   requested Letter of Credit (which shall be a Business Day); (B) the Stated   Amount thereof; (C) the expiry date thereof; (D) the name and address of the   beneficiary thereof; (E) the documents to be presented by such beneficiary in   case of any drawing thereunder; (F) the full text of any certificate to be   presented by such beneficiary in case of any drawing thereunder; (G) the   identity of the applicant; and (H) such other matters as such Letter of   Credit Issuer may reasonably require. In the case of a request for an   amendment of any outstanding Letter of Credit, such Letter of Credit Request   shall specify in form and detail reasonably satisfactory to the applicable   Letter of Credit Issuer (I) the Letter of Credit to be amended; (II) the   proposed date of amendment thereof (which shall be a Business Day); (III) the   nature of the proposed amendment; and (IV) such other matters as such Letter   of Credit Issuer may reasonably require. Additionally, the Borrower shall   furnish to such Letter of Credit Issuer and the Administrative Agent such   other documents and information pertaining to such requested Letter of Credit   issuance or amendment, including any Issuer Documents, as such Letter of   Credit Issuer or the Administrative Agent may reasonably require.   #8983238089847286v115 -160- 


    




 










(c) Unless the   applicable Letter of Credit Issuer has received written notice from any   Revolving Credit Lender, the Administrative Agent or any Credit Party, at   least one Business Day prior to the requested date of issuance or amendment   of the Letter of Credit, that one or more applicable #8983238089847286v115   -161- 


    




 










conditions   contained in Sections 6 (solely with respect to any Letter of Credit issued   on the Closing Date) and 7 shall not then be satisfied to the extent required   thereby, then, subject to the terms and conditions hereof, such Letter of   Credit Issuer shall, on the requested date, issue a Letter of Credit for the   account of the Borrower (or, so long as the Borrower is the primary obligor,   for the account of the Borrower or a Restricted Subsidiary) or enter into the   applicable amendment, as the case may be, in each case in accordance with   each such Letter of Credit Issuer’s usual and customary business practices.   (d)If the Borrower so requests in any Letter of Credit Request, the   applicable Letter of Credit Issuer shall agree to issue a Letter of Credit   that has automatic extension provisions (each, an “Auto-Extension Letter of   Credit”); provided that any such Auto-Extension Letter of Credit must permit   such Letter of Credit Issuer to prevent any such extension at least once in   each twelve-month period (commencing with the date of issuance of such Letter   of Credit) by giving prior notice to the beneficiary thereof and the Borrower   not later than a day (the “Non-Extension Notice Date”) in each such twelve-month   period to be agreed upon at the time such Letter of Credit is issued. Unless   otherwise directed by the applicable Letter of Credit Issuer, the Borrower   shall not be required to make a specific request to such Letter of Credit   Issuer for any such extension. Once an Auto-Extension Letter of Credit has   been issued, the Lenders shall be deemed to have authorized (but may not   require) the applicable Letter of Credit Issuer to permit the extension of   such Letter of Credit at any time to an expiry date not later than the L/C   Facility Maturity Date, unless otherwise agreed upon by the Administrative   Agent and such Letter of Credit Issuer; provided, however, that such Letter   of Credit Issuer shall not permit any such extension if (A) such Letter of   Credit Issuer has reasonably determined that it would not be permitted, or   would have no obligation, at such time to issue such Letter of Credit in its   revised form (as extended) under the terms hereof (by reason of the   provisions of clause (b) of Section 3.1 or otherwise), or (B) it has received   written notice on or before the day that is seven Business Days before the   Non-Extension Notice Date from the Administrative Agent, any Lender or the   Borrower that one or more of the applicable conditions specified in Sections   6 and 7 are not then satisfied, and in each such case directing such Letter   of Credit Issuer not to permit such extension. (e) Promptly after its   delivery of any Letter of Credit or any amendment to a Letter of Credit to an   advising bank with respect thereto or to the beneficiary thereof, the   applicable Letter of Credit Issuer will also deliver to the Borrower and the   Administrative Agent a true and complete copy of such Letter of Credit or   amendment. On the first Business Day of each month, each Letter of Credit   Issuer shall provide the Administrative Agent a list of all Letters of Credit   issued by it that are outstanding at such time. (f) The making of each Letter   of Credit Request shall be deemed to be a representation and warranty by the   Borrower that the Letter of Credit may be issued in accordance with, and will   not violate the requirements of, Section 3.1(b). 3.3 Letter of Credit   Participations. (a) Immediately upon the issuance by a Letter of Credit   Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed   to have sold and transferred to each Revolving Credit Lender (each such   Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C   Participant”), and each such L/C Participant shall be deemed irrevocably and   unconditionally to have purchased and received from such Letter of Credit   Issuer, without recourse or warranty, an undivided interest and participation   (each an “L/C Participation”), to the extent of such L/C Participant’s   Revolving CreditCommitment Percentage in each Letter of Credit, each   substitute #8983238089847286v115 -162- 


    




 










therefor, each   drawing made thereunder and the obligations of the Borrower under this   Agreement with respect thereto, and any security therefor or guaranty   pertaining thereto; provided that the Letter of Credit Fees will be paid   directly to the Administrative Participants as provided in Section 4.1(b) and   the Agent for the ratable account of the L/C #8983238089847286v115 -163- 


    




 










L/C   Participants shall have no right to receive any portion of any Fronting Fees.   (b)In determining whether to pay under any Letter of Credit, the applicable   Letter of Credit Issuer shall have no obligation relative to the L/C   Participants other than to confirm that any documents required to be   delivered under such Letter of Credit have been delivered and that they   appear to comply on their face with the requirements of such Letter of   Credit. Any action taken or omitted to be taken by the applicable Letter of   Credit Issuer under or in connection with any Letter of Credit issued by it,   if taken or omitted in the absence of gross negligence or willful misconduct   as determined in the final non-appealable judgment of a court of competent   jurisdiction, shall not create for such Letter of Credit Issuer any resulting   liability. (c)In the event that a Letter of Credit Issuer makes any payment   under any Letter of Credit issued by it and the Borrower shall not have   repaid such amount in full to the respective Letter of Credit Issuer through   the Administrative Agent pursuant to Section 3.4(a), the Administrative Agent   shall promptly notify each L/C Participant of such failure, and each L/C   Participant shall promptly and unconditionally pay to the Administrative   Agent for the account of such Letter of Credit Issuer, the amount of such L/C   Participant’s Revolving Credit Commitment Percentage of such unreimbursed   payment in Dollars and in immediately available funds. If and to the extent   such L/C Participant shall not have so made its Revolving Credit Commitment   Percentage of the amount of such payment available to the Administrative   Agent for the account of the applicable Letter of Credit Issuer, such L/C   Participant agrees to pay to the Administrative Agent for the account of such   Letter of Credit Issuer, forthwith on demand, such amount, together with   interest thereon for each day from such date until the date such amount is   paid to the Administrative Agent for the account of such Letter of Credit   Issuer at a rate per annum equal to the Overnight Rate from time to time then   in effect, plus any administrative, processing or similar fees that are   reasonably and customarily charged by such Letter of Credit Issuer in   connection with the foregoing. The failure of any L/C Participant to make   available to the Administrative Agent for the account of the applicable   Letter of Credit Issuer its Revolving Credit Commitment Percentage of any   payment under any Letter of Credit shall not relieve any other L/C   Participant of its obligation hereunder to make available to the   Administrative Agent for Commitment Percentage specified above, but no the   account of the applicable Letter of Credit Issuer its Revolving Credit of any   payment under such Letter of Credit on the date required, as L/C Participant   shall be responsible for the failure of any other L/C Participant to make   available to the Administrative Agent such other L/C Participant’s Revolving   Credit Commitment Percentage of any such payment. (d) Whenever the   Administrative Agent receives a payment in respect of an unpaid reimbursement   obligation as to which the Administrative Agent has received for the account   of a Letter ofCredit Issuer any payments from the L/C Participants pursuant   to clause (c) above, the Administrative Agent shall promptly pay to each L/C   Participant that has paid its Revolving Credit Commitment Percentage of such   reimbursement obligation, in Dollars and in immediately available funds, an   amount equal to such L/C Participant’s share (based upon the proportionate   aggregate amount originally funded by such L/C Participant to the aggregate   amount funded by all L/C Participants) of the amount so paid in respect of   such reimbursement obligation and interest thereon accruing after the   purchase of the respective L/C Participations at the Overnight Rate. (e)The   obligations of the L/C Participants to make payments to the Administrative   Agent for account of a Letter of Credit Issuer with respect to Letters of   Credit shall be irrevocable and not subject to counterclaim, set-off or other   defense or any other qualification or exception whatsoever and shall be made   in accordance with the terms and conditions of this Agreement under all   circumstances. the #8983238089847286v115 -164- 


    




 










(f) If any   payment received by the Administrative Agent for the account of a Letter of   Credit #8983238089847286v115 -165- 


    




 










Issuer pursuant   to Section 3.3(c) is required to be returned, each Lender shall pay to the   Administrative Agent for the account of the applicable Letter of Credit   Issuer its Revolving Credit Commitment Percentage thereof on demand of the   Administrative Agent, plus interest thereon from the date of such demand to   the date such amount is returned by such Lender, at a rate per annum equal to   the applicable Overnight Rate from time to time in effect. The obligations of   the Lenders under this clause shall survive the payment in full of the   Obligations and the termination of this Agreement. 3.4 Agreement to Repay   Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the   applicable Letter of Credit Issuer, by making payment with respect to any   drawing under any Letter of Credit in the same currency in which such drawing   was made unless such Letter of Credit Issuer (at its option) shall have   specified in the notice of drawing that it will require reimbursement in   Dollars. In the case of any such reimbursement in Dollars of a drawing under   a Letter of Credit denominated in Australian Dollars, the Letter of Credit   Issuer shall notify the Borrower of the Dollar Equivalent of the amount of   the drawing promptly following the determination thereof. Any such   reimbursement shall be made by the Borrower to the Administrative Agent in   immediately available funds for any payment or disbursement made by a Letter   of Credit Issuer under any Letter of Credit (each such amount so paid until   reimbursed, an “Unpaid Drawing”) no later than the date that is one Business   Day after the date on which the Borrower receive written notice of such   payment or disbursement (the “Reimbursement Date”), with interest on the   amount so paid or disbursed by such Letter of Credit Issuer, to the extent   not reimbursed prior to 5:00 p.m. (New York City time) on the Reimbursement   Date, from the Reimbursement Date to the date such Letter of Credit Issuer is   reimbursed therefor at a rate per annum that shall at all times be the   Applicable Margin for ABR Loans that are Revolving Credit Loans plus the ABR   as in effect from time to time, provided that, notwithstanding anything   contained in this Agreement to the contrary, (i) unless the Borrower shall   have notified the Administrative Agent and the applicable Letter of Credit   Issuer prior to 12:00 noon (New York City time) on the Reimbursement Date   that the Borrower intend to reimburse the applicable Letter of Credit Issuer   for the amount of such drawing with funds other than the proceeds of Loans,   the Borrower shall be deemed to have given a Notice of Borrowing requesting   that, with respect to Letters of Credit, the Revolving Credit Lenders make   Revolving Credit Loans (which shall be denominated in Dollars and which shall   be ABR Loans) on the Reimbursement Date in the amount of such drawing and   (ii) the Administrative Agent shall promptly notify each L/C Participant of   such drawing and the amount of its Revolving Credit Loan to be made in   respect thereof, and each L/C Participant shall be irrevocably obligated to   make a Revolving Credit Loan to the Borrower in Dollars in the manner deemed   to have been requested in the amount of its Revolving Credit Commitment   Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time)   on such Reimbursement Date by making the amount of such Revolving Credit Loan   available to the Administrative Agent. Such Revolving Credit Loans shall be   made without regard to the Minimum Borrowing Amount. The Administrative Agent   shall use the proceeds of such Revolving Credit Loans solely for purpose of   reimbursing the applicable Letter of Credit Issuer for the related Unpaid Drawing.   In the event that the Borrower fails to Cash Collateralize any Letter of   Credit that is outstanding on the L/C Facility Maturity Date, the full amount   of the Letters of Credit Outstanding in respect of such Letter of Credit   shall be deemed to be an Unpaid Drawing subject to the provisions of this   Section 3.4 except that the applicable Letter of Credit Issuer shall hold the   proceeds received from the L/C Participants as contemplated above as cash   collateral for such Letter of Credit to reimburse any Unpaid Drawing under   such Letter of Credit and shall use such proceeds first, to reimburse itself   for any Unpaid Drawings made in respect of such Letter of Credit following   the L/C Facility Maturity Date, second, #8983238089847286v115 -166- 


    




 










to the extent   such Letter of Credit expires or is returned undrawn while any such cash   collateral remains, to the repayment of obligations in respect of any   Revolving Credit Loans that have not been paid at such time and third, to the   Borrower or as otherwise directed by a court of competent jurisdiction.   Nothing in this Section 3.4(a) #8983238089847286v115 -167- 


    




 










shall affect   the Borrower’s obligation to repay all outstanding Revolving Credit Loans   when due in accordance with the terms of this Agreement. (b)The obligation of   the Borrower to reimburse the applicable Letter of Credit Issuer for each   drawing under each Letter of Credit and to repay each L/C Borrowing shall be   absolute, unconditional and irrevocable, and shall be paid strictly in   accordance with the terms of this Agreement under all circumstances,   including the following: (i) Documents; any lack of validity or   enforceability of this Agreement or any of the other Credit (ii) the   existence of any claim, set-off, defense or other right that the Borrower may   have at any time against a beneficiary named in a Letter of Credit, any   transferee of any Letter of Credit (or any Person for whom any such   transferee may be acting), the Administrative Agent, the applicable Letter of   Credit Issuer, any Lender or other Person, whether in connection with this   Agreement, any Letter of Credit, the transactions contemplated herein or any   unrelated transactions (including any underlying transaction between the   applicable Borrower and the beneficiary named in any such Letter of Credit);   (iii) any draft, demand, certificate or other document presented under such   Letter of Credit proving to be forged, fraudulent, invalid or insufficient in   any respect or any statement therein being untrue or inaccurate in any   respect; or any loss or delay in the transmission or otherwise of any   document required in order to make a drawing under such Letter of Credit;   (iv)waiver by the applicable Letter of Credit Issuer of any requirement that   exists for such Letter of Credit Issuer’s protection and not the protection   of the Borrower (or a Restricted Subsidiary) or any waiver by the applicable   Letter of Credit Issuer which does not in fact materially prejudice the   Borrower (or a Restricted Subsidiary); (v) any payment made by the applicable   Letter of Credit Issuer in respect of an otherwise complying item presented   after the date specified as the expiration date of, or the date by which   documents must be received under, such Letter of Credit if presentation after   such date is authorized by the UCC, the ISP or the UCP, as applicable; (vi)   any payment by the applicable Letter of Credit Issuer under such Letter of   Credit against presentation of a draft or certificate that does not strictly   comply with the terms of such Letter of Credit; or any payment made by the   applicable Letter of Credit Issuer under such Letter of Credit to any Person   purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for   the benefit of creditors, liquidator, receiver or other representative of or   successor to any beneficiary or any transferee of such Letter of Credit,   including any arising in connection with any proceeding under the Bankruptcy   Code; (vii) honor of a demand for payment presented electronically even if   such Letter of Credit requires that demand be in the form of a draft; (viii)   any adverse change in any relevant exchange rates or in the relevant currency   markets generally; or (ix) any other circumstance or happening whatsoever,   whether or not similar to any of #8983238089847286v115 -168- 


    




 










the foregoing,   including any other circumstance that might otherwise constitute a defense #8983238089847286v115   -169- 


    




 










available to,   or a discharge of, the Borrower (or a Restricted Subsidiary) (other than the   defense of payment or performance). 3.5 Increased Costs. If after the Closing   Date, any Change in Law or actual compliance by the applicable Letter of   Credit Issuer or any L/C Participant with any request or directive made or   adopted after the Closing Date (whether or not having the Authority shall (x)   impose, modify or make applicable any similar requirement against letters of   credit issued by such Participant’s L/C Participation therein, force of law),   by any Governmental reserve, deposit, capital adequacy or Letter of Credit   Issuer, or any L/C (y) subject any Credit Party to any Taxes (other than (A)   Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal,   letters of credit, commitments or other obligations, or its deposits,   reserves, other liabilities or capital attributable thereto or (z) impose on   such Letter of Credit Issuer or any L/C Participant any other conditions or   costs (other than Taxes) affecting its obligations under this Agreement in   respect of Letters of Credit or L/C Participations therein or any Letter of   Credit or such L/C Participant’s L/C Participation therein, and the result of   any of the foregoing is to increase the actual cost to such Letter of Credit   Issuer or such L/C Participant of issuing, maintaining or participating in   any Letter of Credit, or to reduce the actual amount of any sum received or   receivable by such Letter of Credit Issuer or such L/C Participant hereunder   in respect of Letters of Credit or L/C Participations therein, then, promptly   after receipt of written demand to the Borrower by such Letter of Credit   Issuer or such L/C Participant, as the case may be (a copy of which notice   shall be sent by such Letter of Credit Issuer or such L/C Participant to the   Administrative Agent (with respect to a Letter of Credit issued on account of   the Borrower (or a Restricted Subsidiary))), the Borrower shall pay to such   Letter of Credit Issuer or such L/C Participant such actual additional amount   or amounts as will compensate such Letter of Credit Issuer or such L/C   Participant for such increased cost or reduction, it being understood and   agreed, however,that a Letter of Credit Issuer or an L/C Participant shall   not be entitled to such compensation as a result of such Person’s compliance   with, or pursuant to any request or directive to comply with, any such law,   rule or regulation as in effect on the Closing Date. A certificate submitted   to the Borrower by a Letter of Credit Issuer or an L/C Participant, as the   case may be (a copy of which certificate shall be sent by such Letter of   Credit Issuer or such L/C Participant to the Administrative Agent), setting   forth in reasonable detail the basis for the determination of such actual   additional amount or amounts necessary to compensate such Letter of Credit   Issuer or such L/C Participant as aforesaid shall be conclusive and binding   on the Borrower absent clearly demonstrable error. The obligations of the   Borrower under this Section 3.5 shall survive the payment in full of the   Obligations and the termination of this Agreement. 3.6 New or Successor   Letter of Credit Issuer. (a) A Letter of Credit Issuer may resign as a Letter   of Credit Issuer upon 60 days’ prior written notice to the Administrative   Agent, the Lenders and the Borrower. The Borrower may replace any Letter of   Credit Issuer for any reason upon written notice to the Administrative Agent   and such Letter of Credit Issuer. The Borrower may add Letter of Credit   Issuers at any time upon notice to the Administrative Agent. If a Letter of   Credit Issuer shall resign or be replaced, or if the Borrower shall decide to   add a new Letter of Credit Issuer under this Agreement, then the Borrower may   appoint from among the Lenders a successor issuer of Letters of Credit or a   new Letter of Credit Issuer, as the case may be, or, with the consent of the   Administrative Agent (such consent not to be unreasonably withheld or   delayed), another successor or new issuer of Letters of Credit, whereupon   such successor issuer accepting such appointment shall succeed to the rights,   powers and duties of the replaced or resigning Letter of Credit Issuer under   this Agreement and the other Credit Documents, or such new issuer of Letters   of Credit accepting such appointment shall be granted the rights, powers and   duties of a Letter of Credit Issuer hereunder, and the term Letter of Credit   #8983238089847286v115 -170- 


    




 










Issuer shall   mean such successor or such new issuer of Letters of Credit effective upon   such appointment. At the time such resignation or replacement shall become   effective, the Borrower shall pay to the resigning or replaced Letter of   Credit Issuer all accrued #8983238089847286v115 -171- 


    




 










and unpaid fees   applicable to the Letters of Credit pursuant to Sections 4.1(b) and 4.1(d).   The acceptance of any appointment as a Letter of Credit Issuer hereunder   whether as a successor issuer or new issuer of Letters of Credit in   accordance with this Agreement, shall be evidenced by an agreement entered   into by such new or successor issuer of Letters of Credit, in a form   reasonably satisfactory to the Borrower and the Administrative Agent and,   from and after the effective date of such agreement, such new or successor   issuer of Letters of Credit shall become a Letter of Credit Issuer hereunder.   After the resignation or replacement of a Letter of Credit Issuer hereunder,   the resigning or replaced Letter of Credit Issuer shall remain a party hereto   and shall continue to have all the rights and obligations of a Letter of   Credit Issuer under this Agreement and the other Credit Documents with   respect to Letters of Credit issued by it prior to such resignation or   replacement, but shall not be required to issue additional Letters of Credit.   In connection with any resignation or replacement pursuant to this clause (a)   (but, in case of any such resignation, only to the extent that a successor   issuer of Letters of Credit shall have been appointed), either (i) the Borrower,   the resigning or replaced Letter of Credit Issuer and the successor issuer of   Letters of Credit shall arrange to have any outstanding Letters of Credit   issued by the resigning or replaced Letter of Credit Issuer replaced with   Letters of Credit issued by the successor issuer of Letters of Credit or (ii)   the Borrower shall cause the successor issuer of Letters of Credit, if such   successor issuer is reasonably satisfactory to the replaced or resigning   Letter of Credit Issuer, to issue “back-stop” Letters of Credit naming the   resigning or replaced Letter of Credit Issuer as beneficiary for each   outstanding Letter of Credit issued by the resigning or replaced Letter of   Credit Issuer, which new Letters of Credit shall be denominated in the same   currency as, and shall have a face amount equal to, the Letters of Credit   being back-stopped and the sole requirement for drawing on such new Letters   of Credit shall be a drawing on the corresponding back-stopped Letters of   Credit. After any resigning or replaced Letter of Credit Issuer’s resignation   or replacement as a Letter of Credit Issuer, the provisions of this Agreement   relating to the Letter of Credit Issuer shall inure to its benefit as to any   actions taken or omitted to be taken by it (A) while it was a Letter of   Credit Issuer under this Agreement or (B) at any time with respect to Letters   of Credit issued by such Letter of Credit Issuer. (b) To the extent there   are, at the time of any resignation or replacement as set forth in clause (a)   above, any outstanding Letters of Credit, nothing herein shall be deemed to   impact or impair any rights and obligations of any of the parties hereto with   respect to such outstanding Letters of Credit(including, without limitation,   any obligations related to the payment of Fees or the reimbursement or   funding of amounts drawn), except that the Borrower, the resigning or   replaced Letter of Credit Issuer and the successor issuer of Letters of   Credit shall have the obligations regarding outstanding Letters of Credit   described in clause (a) above. 3.7 Role of Letter of Credit Issuer. Each   Lender and the Borrower agree that, in paying any drawing under a Letter of   Credit, a Letter of Credit Issuer shall not have any responsibility to obtain   any document (other than any sight draft, certificates and documents   expressly required by the Letter of Credit) or to ascertain or inquire as to   the validity or accuracy of any such document or the authority of the Person   executing or delivering any such document. None of the Administrative Agent,   any Letter of Credit Issuer, any of their respective Affiliates nor any   correspondent, participant or assignee of a Letter of Credit Issuer shall be   liable to any Lender for (i) any action taken or omitted in connection   herewith at the request or with the approval of the Required Revolving Credit   Lenders; (ii) any action taken or omitted in the absence of gross negligence   or willful misconduct as determined in the final non-appealable judgment of a   court of competent jurisdiction; or (iii) the due execution, effectiveness,   validity or enforceability of any document or instrument related to any   Letter #8983238089847286v115 -172- 


    




 










of Credit or   Issuer Document. The Borrower hereby assume all risks of the acts or   omissions of any beneficiary or transferee with respect to its use of any   Letter of Credit; provided that this assumption is not intended to, and shall   not, preclude the Borrower’s pursuit of such rights and remedies as they may   have against the beneficiary or transferee at law or Administrative Agent,   any Letter of Credit Issuer, any of under any other agreement. None of the   #8983238089847286v115 -173- 


    




 










their   respective Affiliates nor any correspondent, participant or assignee of any   Letter of Credit Issuer shall be liable or responsible for any of the matters   described in Section 3.3(b); provided that anything in such Section to the   contrary notwithstanding, the Borrower may have a claim against a Letter of   Credit Issuer, and a Letter of Credit Issuer may be liable to the Borrower,   to the extent, but only to the extent, of any direct, as opposed to   consequential or exemplary, damages suffered by the Borrower which the   Borrower prove were caused by such Letter of Credit Issuer’s willful   misconduct or gross negligence or such Letter of Credit Issuer’s willful   failure to pay under any Letter of Credit after the presentation to it by the   beneficiary of a sight draft and certificate(s) strictly complying with the   terms and conditions of a Letter of Credit in each case as determined in the   final non-appealable judgment of a court of competent jurisdiction. In   furtherance and not in limitation of the foregoing, a Letter of Credit Issuer   may accept documents that appear on their face to be order, without   responsibility for further investigation, regardless of any notice or   information the contrary, and such Letter of Credit Issuer shall not be   responsible for the validity in to or sufficiency of any instrument   transferring or assigning or purporting to transfer or assign a Letter of   Credit or the rights or benefits thereunder or proceeds thereof, in whole or   in part, which may prove to be invalid or ineffective for any reason. 3.8   Cash Collateral. (a) Certain Credit Support Events. Upon the written request   of the Administrative Agent or a Letter of Credit Issuer, if (i) as of the   L/C Facility Maturity Date, any L/C Obligation for any reason remains   outstanding, (ii) the Borrower shall be required to provide Cash Collateral   pursuant to Section 11.13, or (iii) the provisions of Section 2.16(a)(v) are   in effect, the Borrower shall immediately (in the case of clause (ii) above)   or within one Business Day (in all other cases) following any written request   by the Administrative Agent or a Letter of Credit Issuer, provide Cash Collateral   in an amount not less than the applicable Minimum Collateral Amount   (determined in the case of Cash Collateral provided pursuant to clause (iii)   above, after giving effect to Section 2.16(a)(iv) and any Cash Collateral   provided by the Defaulting Lender). (b)Grant of Security Interest. The   Borrower, and to the extent provided by any Defaulting Lender, such   Defaulting Lender, hereby grant to (and subject to the control of) the   Administrative Agent, for the benefit of the Administrative Agent, the Letter   of Credit Issuers and the Revolving Credit Lenders, and agree to maintain, a   first priority security interest in all such cash, deposit accounts and all   balances therein as described in Section 3.8(a), and all other property so   provided as collateral pursuant hereto, and in all proceeds of the foregoing,   all as security for the obligations to which such Cash Collateral may be   applied pursuant to Section 3.8(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 the applicable Letter of Credit   Issuer as herein provided, other than Permitted Liens, or that the total   amount of such Cash Collateral is less than the Minimum Collateral Amount   (including, without limitation, as a result of exchange rate fluctuations),   the Borrower will, promptly upon written demand by the Administrative Agent,   pay or provide to the Administrative Agent additional Cash Collateral in an   amount sufficient to eliminate such deficiency. Cash Collateral shall be   maintained in blocked, interest bearing deposit accounts with the   Administrative Agent. The Borrower shall pay on demand therefor from time to   time all customary account opening, activity and other administrative fees   and charges in connection with the maintenance and disbursement of Cash   Collateral. (c) Application. Notwithstanding anything to the contrary   contained in this Agreement, Cash Collateral provided under any of this   Section 3.8 or Sections 2.16, 5.2, or 11.13 in respect of Letters of Credit   shall be held and applied to the satisfaction of the specific L/C   Obligations, obligations to fund #8983238089847286v115 -174- 


    




 










participations   therein (including, as to Cash Collateral provided by a Defaulting Lender,   any interest accrued on provided, prior to such obligation) and other   obligations for which the Cash Collateral was so #8983238089847286v115 -175- 


    




 










any other   application of such property as may otherwise be provided for herein. (d)   Cash Collateral (or the appropriate portion thereof) provided to reduce   Fronting Exposure or to secure other obligations shall be released promptly   following (i) the elimination of the applicable Fronting Exposure or other   obligations giving rise thereto (including by the termination of   DefaultingLender status of the applicable Lender (or, as appropriate, its   assignee following compliance with Section 13.6(b)(ii)) or there is no longer   existing an Event of Default) or (ii) the determination by the Administrative   Agent and the applicable Letter of Credit Issuer that there exists excess   Cash Collateral. 3.9 Applicability of ISP and UCP. Unless otherwise expressly   agreed by the applicable Letter of Credit Issuer and the Borrower when a   Letter of Credit is issued, (i) the rules of the ISP shall apply to each   standby Letter of Credit, and (ii) the rules of the Uniform Customs and   Practice for Documentary Credits, as most recently published by the   International Chamber of Commerce at the time of issuance, shall apply to   each commercial Letter of Credit. Notwithstanding the foregoing, the   applicable Letter of Credit Issuer shall not be responsible to the Borrower   for, and such Letter of Credit Issuer’s rights and remedies against the   Borrower shall not be impaired by, any action or inaction of such Letter of   Credit Issuer required or permitted under any law, order, or practice that is   required or permitted to be applied to any Letter of Credit or this   Agreement, including the applicable law or any order of a jurisdiction where   such Letter of Credit Issuer or the beneficiary is located, the practice   stated in the ISP or UCP, as applicable, or in the decisions, opinions,   practice statements, or official commentary of the ICC Banking Commission,   the Bankers Association for Finance and Trade - International Financial   Services Association (BAFT-IFSA), or the Institute of International Banking   Law & Practice, whether ornot any Letter of Credit chooses such law or   practice. 3.10 Conflict with Issuer Documents. In the event of any conflict   between the terms hereof and the terms of any Issuer Document, the terms   hereof shall control and any grant of security interest in any Issuer   Documents shall be void. 3.11Letters of Credit Issued for Restricted   Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding   hereunder is in support of any obligations of, or is for the account of, the   Borrower or a Restricted Subsidiary, the Borrower shall be obligated to   reimburse the applicable Letter of Borrower Restricted Credit Issuer   hereunder for any and all drawings under such Letter of Credit. The hereby   acknowledges that the issuance of Letters of Credit for the account of any   Subsidiaries inures to the benefit of the Borrower and that the Borrower’s   business derives substantial benefits from the businesses of the Restricted   Subsidiaries. 3.12 Provisions Related to Extended Revolving Credit   Commitments. If the Letter of Credit Expiration Date in respect of any   tranche of Revolving Credit Commitments occurs prior to the expiry date of   any Letter of Credit, then (i) if consented to by the applicable Letter of   Credit Issuer which issued such Letter of Credit, if one or more other   tranches of Revolving Credit Commitments in respect of which the Letter of   Credit Expiration Date shall not have so occurred are then in effect, such   Letters of Credit for which consent has been obtained shall automatically be   deemed to have been issued (including for purposes of the obligations of the   Revolving Credit Lenders to purchase participations therein and to make   Revolving Credit Loans and payments in respect thereof pursuant to Sections   3.3 and 3.4) under (and ratably participated in by Lenders pursuant to) the   Revolving Credit Commitments in respect of such non-terminating tranches up to   an aggregate amount not to exceed the aggregate amount of the unutilized   Revolving Credit Commitments thereunder at such time (it being understood   that no partial face amount of any Letter of Credit may be so reallocated)   and #8983238089847286v115 -176- 


    




 










(ii) to the   extent not reallocated pursuant to immediately preceding clause (i), the   Borrower shall Cash Collateralize any such Letter of Credit in accordance   with date of any tranche of Revolving Credit Commitments, Section 3.8. Upon   the maturity #8983238089847286v115 -177- 


    




 










the sublimit   for Letters of Credit may be reduced as agreed between the applicable Letter   of Credit Issuer and the Borrower, without the consent of any other Person.   Section 4. Fees 4.1 Fees. (a) Without duplication, the Borrower agrees to pay   to the Administrative Agent in Dollars, for the account of each Revolving   Credit Lender (in each case pro rata according to the respective Revolving   Credit Commitments of all such Lenders), a commitment fee (the “Commitment Fee”)   for each day from the Closing Date to the Revolving Credit Termination Date.   Each Commitment Fee shall be payable (x) quarterly in arrears on the last   Business Day of each fiscal quarter of the Borrower (for the quarterly period   (or portion thereof) ended on such day for which no payment has been   received) and (y) on the Revolving Credit Termination Date (for the period   ended on such date for which no payment has been received pursuant to clause   (x) above), and shall be computed for each day during such period at a rate   per annum equal to the Commitment Fee Rate in effect on such day on the   Available Commitment in effect on such day. (b) Without duplication, the   Borrower agrees to pay to the Administrative Agent in Dollars for the account   of the Revolving Credit Lenders pro rata on the basis of their respective   Letter of Credit Exposure, a fee in respect of each Letter of Credit issued   on the Borrower’s or any of the other Restricted Subsidiaries’ behalf (the   “Letter of Credit Fee”), for the period from the date of issuance of such   Letter of Credit to the termination date of such Letter of Credit computed at   the per annum rate for each day equal to the Applicable Margin for Adjusted   LIBOR Rate Revolving Credit Loans less the Fronting Fee set forth in clause   (d) below. Except as provided below, such Letter of Credit Fees shall be due   and payable (x) quarterly in arrears on the last Business Day of each fiscal   quarter of the Borrower and (y) on the date upon which the Total Revolving   Credit Commitment terminates and the Letters of Credit Outstanding shall have   been reduced to zero. (c) Without duplication, the Borrower agrees to pay to   the Administrative Agent in Dollars, for its own account, administrative   agent fees as have been previously agreed in writing or as may be agreed in   writing from time to time. (d)Without duplication, the Borrower agrees to pay   to the applicable Letter of Credit Issuer fee in Dollars in respect of each   Letter of Credit issued by it at the request of the Borrower (the “Fronting Fee”)   (i) with respect to each commercial Letter of Credit, at the rate of 0.125%,   computed onthe amount of such Letter of Credit (in Dollars or the Dollar   Equivalent thereof, as applicable), and (ii) with respect to each standby   Letter of Credit, for the period from the date of issuance of such Letter of   Credit to the termination date of such Letter of Credit, computed at the rate   for each day equal to 0.125% per annum on the average daily Stated Amount of   such Letter of Credit (or at such other rate per annum as agreed in writing   between the Borrower and the applicable Letter of Credit Issuer). Such   Fronting Fees shall be due and payable (x) quarterly in arrears on the last   Business Day of each fiscal quarter of the Borrower and (y) on the date upon   which the Total Revolving Credit Commitment terminates and the Letters of   Credit Outstanding shall have been reduced to zero. a (e)Without duplication,   the Borrower agree to pay directly to the Letter of Credit Issuers in Dollars   upon each issuance or renewal of, drawing under, and/or amendment of, a   Letter of Credit issued by it such amount as shall at the time of such   issuance or renewal of, drawing under, and/or #8983238089847286v115 -178- 


    




 










amendment be   the processing charge that such Letter of Credit Issuer is customarily   charging for issuances or renewals of, drawings under or amendments of,   letters of credit issued by it. #8983238089847286v115 -179- 


    




 










(f)   Notwithstanding the foregoing, the Borrower shall not be obligated to pay any   amounts to any Defaulting Lender pursuant to this Section 4.1. 4.2Voluntary   Reduction of Revolving Credit Commitments. Upon at least two Business Days’   prior written notice to the Administrative Agent at the Administrative   Agent’s Office (which notice the Administrative Agent shall promptly transmit   to each of the Lenders), the Borrower shall have the right, without premium   or penalty, on any day, permanently to terminate or reduce the Revolving   Credit Commitments in whole or in part; provided that (a) any such reduction   shall apply proportionately and permanently to reduce the Revolving Credit   Commitment of each of the Lenders of any applicable Class, except that (i)   notwithstanding the foregoing, in connection with the establishment on any date   of any Extended Revolving Credit Commitments pursuant to Section 2.14(g), the   Revolving Credit Commitments of any one or more Lenders providing any such   Extended Revolving Credit Commitments on such date shall be reduced in an   amount equal to the amount of Revolving Credit Commitments so extended on   such date (provided that (x) after giving effect to any such reduction and to   the repayment of any Revolving Credit Loans made on such date, the Revolving   Credit Exposure of any such Lender does not exceed the Revolving Credit   Commitment thereof and (y) for the avoidance of doubt, any such repayment of   Revolving Credit Loans contemplated by the preceding clause shall be made in   compliance with the requirements of Section 5.3(a) with respect to the   ratable allocation of payments hereunder, with such allocation being   determined after giving effect to any conversion pursuant to Section 2.14(g)   ofRevolving Credit Commitments and Revolving Credit Loans into Extended   Revolving Credit Commitments and Extended Revolving Credit Loans pursuant to   Section 2.14(g) prior to any reduction being made to the Revolving Credit   Commitment of any other Lender) and (ii) the Borrower may at its election   permanently reduce the Revolving Credit Commitment of a Defaulting Lender to   $0 without affecting the Revolving Credit Commitments of any other Lender,   (b) any partial reduction pursuant to this Section 4.2 shall be in the amount   of at least $5,000,000, and (c) after giving effect to such termination or   reduction and to any prepayments of the Loans made on the date thereof in   accordance with this Agreement, the aggregate amount of the Lenders’   Revolving Credit Exposures shall not exceed the Total Revolving Credit   Commitment and the aggregate amount of the Lenders’ Revolving Credit Exposures   in respect of any Class shall not exceed the aggregate Revolving Credit   Commitment of such Class. 4.3 Mandatory Termination of Commitments. (a) The   Initial Term Loan Commitments shall terminate at 5:00 p.m. (New York City   time) on the Closing Date. (b) The Revolving Credit Commitment shall   terminate at 5:00 p.m. (New York City time) on the Revolving Credit Maturity   Date. (c) The Swingline Commitment shall terminate at 5:00 p.m. (New York   City time) on the Swingline Maturity Date. (d) The New Term Loan Commitment   for any Series shall, unless otherwise provided in the applicable Joinder   Agreement, terminate at 5:00 p.m. (New York City time) on the Increased   Amount Date for such Series. Section 5. Payments 5.1Voluntary Prepayments.   #8983238089847286v115 -180- 


    




 










(a)The Borrower   shall have the right to prepay Loans, including Term Loans, Revolving Credit   Loans and Swingline Loans, as applicable, in each case, other than ass u b j   e c t t o t h e t e r ms s et f o r t h i n S e c t i o n 5 . 1 ( b ) ,   without premium or penaltyin each case, in whole or in part from time to time   on the following terms and conditions: (1) the Borrower shall give the   Administrative Agent at the Administrative Agent’s Office written notice of   its intent to make such prepayment, the amount of such prepayment and (in the   case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which   notice shall be given by the Borrower no later than 12:00 noon (New York City   time) (i) in the case of LIBOR Loans, three Business Days prior to, (ii) in   the case of ABR Loans (other than Swingline Loans), one Business Day prior to   the date of such prepayment and shall promptly be transmitted by the   Administrative Agent to each of the Lenders and (iii) in the case of   Swingline Loans, on, the date of such prepayment and shall promptly be   transmitted by the Administrative Agent to each of the Lenders or the   Swingline Lender, as the case may be; (2) each partial prepayment of (i) any   Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in   multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than   Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples   of $100,000 in excess thereof and (iii) Swingline Loans shall be in a minimum   amount of $500,000 and in multiples of $100,000 in excess thereof, provided   that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing   shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to   an amount less than the applicable Minimum Borrowing Amount for such LIBOR   Loans,; a n d (3) in the case of any prepayment of LIBOR Loans pursuant to   this Section 5.1 on any day other than the last day of an Interest Period   applicable thereto, the Borrower shall, promptly after receipt of a written   request by any applicable Lender (which request shall set forth in reasonable   detail the basis for requesting such amount), pay to the Administrative Agent   for the account of such Lender any amounts required pursuant to Section 2.11.   Each prepayment in respect of any Term Loans pursuant to this Section 5.1   shall be (a) applied to the Class or Classes of Term Loans as the Borrower   may specify and (b) applied to reduce Initial Term Loan Repayment Amounts,   any New Term Loan Repayment Amounts, and, subject to Section 2.14(g),   Extended Term Loan Repayment Amounts, as the case may be, in each case, in   such order as the Borrower may specify. At the Borrower’s election in   connection with any prepayment pursuant to this Section 5.1, such prepayment   shall not be applied to any Term Loan or Revolving Credit Loan of a   Defaulting Lender. (b) (i) In the event that, on or prior to the date that is   six months after the Closingduring the period from the Amendment No. 1   Effective Date through and including the Initial Period End Date, the   Borrower (ix) makes any prepayment of Initial Term Loans in connection with   any Repricing Transaction the primary purpose of which is to decrease the   Effective Yield on such Initial Term Loans or (iiy) effects any amendment of   this Agreement resulting in a Repricing Transaction the primary purpose of   which is to decrease the Effective Yield on the Initial Term Loans, the   Borrower shall pay to the Administrative Agent, for the ratable account of   each of the applicable Lenders, (x1) in the case of clause (ix), a prepayment   premium of 1.00% of the principal amount of the Initial Term Loans being   prepaid in connection with such Repricing Transaction and (y2) in the case of   clause (iiy), an amount equal to 1.00% of the aggregate amount of the   applicable Initial Term Loans outstanding immediately prior to such amendment   that are subject to an effective pricing reduction pursuant to such Repricing   Transaction. (ii) In the event that, during the period after the Initial   Period End Date through and including the one-year anniversary of the Initial   Period End Date, the Borrower makes any prepayment of Initial Term Loans   pursuant to Section 5.1(a) or a Debt Incurrence Prepayment Event or in   connection with #8983238089847286v115 -181- 


    




 










any Change of   Control, the Borrower shall pay to the Administrative Agent, for the ratable   account of each of the applicable Lenders, a prepayment premium of 2.00% of   the principal amount of the Initial Term Loans being prepaid. (iii) In the   event that, during the period after the first anniversary of the Initial   Period End Date and prior to the second anniversary of the Initial Period End   Date, the Borrower makes any prepayment of Initial Term Loans pursuant to   Section 5.1(a) or a Debt Incurrence Prepayment Event or in connection with   any Change of Control, the Borrower shall pay to the Administrative Agent,   for the ratable account of each of the applicable Lenders, a prepayment   premium equal to 1.00% of the principal amount of the Initial Term Loans   being prepaid. 5.2 Mandatory Prepayments. (a) (i) Term Loan Prepayments. On   each occasion that a Prepayment Event occurs, the Borrower shall, within   three Business Days after receipt of the Net Cash Proceeds of a Debt   Incurrence Prepayment Event (other than one covered by clause (iii) below)   and within tenfive Business Days after the occurrence of any other Prepayment   Event (or, in the case of Deferred Net Cash Proceeds, within tenfive Business   Days after the Deferred Net Cash Proceeds Payment Date), prepay, in accordance   with clause (c) below, Term Loans with an equivalent principal amount equal   to 100% of the Net Cash Proceeds from such Prepayment #8983238089847286v115   -182- 


    




 









 



Event. Event;   provided that, with respect to the Net Cash Proceeds of an Asset Sale   Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case   solely to the extent with respect to any Collateral, the Borrower may use a   portion of such Net Cash Proceeds to prepay or repurchase Permitted Other   Indebtedness (and with such prepaid or repurchased Permitted Other   Indebtedness permanently extinguished) with a Lien on the Collateral ranking   equal with the Liens securing the Obligations to the extent any applicable   Permitted Other Indebtedness Document requires the issuer of such Permitted   Other Indebtedness to prepay or make an offer to purchase such Permitted   Other Indebtedness with the proceeds of such Prepayment Event, in each case   in an amount not to exceed the product of (x) the amount of such Net Cash   Proceeds multiplied by (y) a fraction, the numerator of which is the   outstanding principal amount of the Permitted Other Indebtedness with a Lien   on the Collateral ranking equal with the Liens securing the Obligations and   with respect to which such a requirement to prepay or make an offer to   purchase exists and the denominator of which is the sum of the outstanding   principal amount of such Permitted Other Indebtedness and the outstanding   principal amount of Term Loans. (ii) Not later than ten Business Days after   the date on which financial statements are required to be delivered pursuant   to Section 9.1(a) for any fiscal year (commencing with and including the   fiscal year ending December 31, 2017), the Borrower shall prepay (or cause to   be prepaid), in accordance with clause (c) below, Term Loans with a principal   amount equal to (x) 5075% of Excess Cash Flow for such fiscal year; provided   that (A) the percentage in this Section 5.2(a)(ii) shall be reduced to 2550%   if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on   the date of prepayment (prior to giving effect thereto but giving effect to   any prepayment described in clause (y) below and as certified by an   Authorized Officer of the Borrower) for the most recent Test Period ended   prior to such prepayment date is less than or equal to 3.50 to 1.00 but   greater than 2.75 to 1.00, (B) the percentage in this Section 5.2(a)(ii)   shall be reduced to 25% if the Consolidated First Lien Secured Debt to   Consolidated EBITDA Ratio on the date of prepayment (prior to giving effect)   for the most recent Test Period ended prior to such prepayment date is less   than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00 and (BC) no   payment of any Term Loans shall be required under this Section 5.2(a)((ii) if   the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on the   date of prepayment (prior to giving effect thereto but giving effect to any   prepayment described in clause (y) below and as certified by an Authorized   Officer of the Borrower) for the most recent Test Period ended prior to such   prepayment date is less than or equal to 2.25 to 1.00, minus (y) (i) the   principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1 or   purchases under Section 13.6(h) (in each case, including purchases of the   Loans by the Borrower and its Subsidiaries at or below par, in which case the   amount of voluntary prepayments of Loans shall be deemed not to exceed the   actual purchase price of such Loans below par) during such fiscal year or   after such fiscal year and prior to the date of the required Excess Cash Flow   payment, and (ii) to the extent accompanied by permanent optional reductions   of Revolving Credit Commitments, Extended Revolving Credit Commitments or   Incremental Revolving Credit Commitments, as applicable, Revolving Credit   Loans, Swingline Loans, Extended Revolving Credit Loans, Incremental   Revolving Credit Loans, in each case, other than to the extent any such   prepayment is funded with the proceeds of Funded Debt; provided further, that   no payment of any Term Loans shall be required under this Section 5.2(a)(ii)   if Excess Cash Flow for such fiscal year is equal to or less than $5,000,000.   (iii) On each occasion that Permitted Other Indebtedness is issued or   incurred pursuant to Section 10.1(u), the Borrower shall within three   Business Days of receipt of the Net Cash Proceeds of such Permitted Other   Indebtedness prepay, in accordance with clause (c) below, Term Loans with a   principal amount equal to 100% of the Net Cash Proceeds from such issuance or   incurrence of Permitted Other Indebtedness. #89832380v1 -183- 


    




 










(iv)   Notwithstanding any other provisions of this Section 5.2, (A) to the extent   that any or all of the Net Cash Proceeds of any Prepayment Event by a Foreign   Subsidiary giving rise to a prepayment pursuant to clause (i) above (a   “Foreign Prepayment Event”) or Excess Cash Flow are prohibited or delayed by   any Requirements of Law from being repatriated to the Credit Parties, an   amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so   affected will not be required to be applied to #89832380v1 -184- 


    




 










repay Loans at   the times provided in clauses (i) and (ii) above, as the case may be, but   only so long, as the applicable Requirements of Law will not permit   repatriation to the Credit Parties (the Credit Parties hereby agreeing to   cause the applicable Subsidiary to promptly take all actions reasonably   required by the applicable Requirements of Law to permit repatriation), and   once a repatriation of any of such affected Net Cash Proceeds or Excess Cash   Flow is permitted under the applicable Requirements of Law, an amount equal   to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any   event not later than ten Business Days after such repatriation is permitted)   applied (net of any taxes that would be payable or reserved against if such   amounts were actually repatriated whether or not they are repatriated) to the   repayment of the Loans pursuant to clauses (i) and (ii) above, as applicable,   and (B) to the extent that the Borrower has determined in good faith that   repatriation of any of or all the Net Cash Proceeds of any Foreign Prepayment   Event or Excess Cash Flow would have a material adverse tax consequence with   respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to the   Net Cash Proceeds or Excess Cash Flow so affected may be retained by the   applicable Foreign Subsidiary; provided that in the case of this clause (B),   on or before the date on which any Net Cash Proceeds from any Foreign   Prepayment Event so retained would otherwise have been required to be applied   to reinvestments or prepayments pursuant to clause (i) above or, in the case   of Excess Cash Flow, a date on or before the date that is eighteen months   after the date an amount equal to such Excess Cash Flow would have so   required to be applied to prepayments pursuant to clause (ii) above unless   previously actually repatriated in which case such repatriated Excess Cash   Flow shall have been promptly applied to the repayment of the Term Loans   pursuant to clause (ii) above, (x) the Borrower shall apply an amount equal   to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments   as if such Net Cash Proceeds or Excess Cash Flow had been received by the   Credit Parties rather than such Foreign Subsidiary, less the amount of any   taxes that would have been payable or reserved against if such Net Cash   Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash   Proceeds or Excess Cash Flow that would be calculated if received by such   Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow   Subsidiary. For the avoidance of construed to require any Foreign shall be   applied to the repayment of Indebtedness of a Foreign doubt, nothing in this   Agreement, including Section 5 shall be Subsidiary to repatriate cash. (b)   Repayment of Revolving Credit Loans. If on any date the aggregate amount of   the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving   Loans for any reason exceeds 100% of the Revolving Credit Commitment of such   Class then in effect, the Borrower shall forthwith repay on such date   Revolving Loans of such Class in an amount equal to such excess. If after   giving effect to the prepayment of all outstanding Revolving Loans of such   Class, the Revolving Credit Exposures of such Class exceed the Revolving   Credit Commitment of such Class then in effect, the Borrower shall Cash   Collateralize the Letters of Credit Outstanding in relation to such Class to   the extent of such excess. (c) Application to Repayment Amounts. Subject to   Section 5.2(f), each prepayment of Term Loans required by Section 5.2(a)(i)   or (ii) shall be allocated pro rata among the Initial Term Loans, the New   Term Loans and the Extended Term Loans based on the applicable remaining   Repayment Amounts due thereunder and shall be applied within each Class of   Term Loans in respect of such Term Loans in direct order of maturity thereof   or as otherwise directed by the Borrower; provided that if any Class of   Extended Term Loans have been established hereunder, the Borrower may   allocate such prepayment in its sole discretion to the Term Loans of the   Existing Term Loan Class, if any, from which such Extended Term Loans were   converted (except, as to Term Loans made pursuant to a Joinder Agreement, as   otherwise set forth in such Joinder Agreement, or as to a Replacement Term   Loan).Subject to Section 5.2(f), with respect to each such prepayment, the   Borrower will, not later than the date specifiedin Section 5.2(a) for making   such prepayment, give the #8983238089847286v115 -185- 


    




 










Administrative   Agent written notice which shall Term include Loans a calculation of the amount   of such prepayment to be applied to each Class of #8983238089847286v115 -186-   


    




 










requesting that   the Administrative Agent provide notice of such prepayment to each Initial   Term Loan Lender, New Term Loan Lender or Lender of Extended Term Loans, as   applicable. (d) Application to Term Loans. With respect to each prepayment of   Term Loans required by Section 5.2(a), the Borrower may, if applicable,   designate the Types of Loans that are to be prepaid and the specific   Borrowing(s) pursuant to which made; provided, that if any Lender has   provided a Rejection Notice in compliance with Section 5.2(f), such   prepayment shall be applied with respect to the Term Loans to be prepaid on a   pro rata basis across all outstanding Types of such Term Loans in proportion   to the percentage of such outstanding Term Loans to be prepaid represented by   each such Class. In the absence of a Rejection Notice or a designation by the   Borrower as described in the preceding sentence, the Administrative Agent   shall, subject to the above, make such designation in its reasonable   discretion with a view, but no obligation, to minimize breakage costs owing   under Section 2.11. (e)Application to Revolving Credit Loans. With respect to   each prepayment of Revolving Credit Loans, the Borrower may designate (i) the   Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant   to which made and (ii) the Revolving Loans to be prepaid, provided that (y)   each prepayment of any Loans made pursuant to a Borrowing shall be applied   pro rata among such Loans; and (z) notwithstanding the provisions of the   preceding clause (y), no prepayment of Revolving Loans shall be applied to   the Revolving Credit Loans of any Defaulting Lender unless otherwise agreed   in writing by the Borrower. In the absence of a designation by the Borrower   as described in the preceding sentence, the Administrative Agent shall,   subject to the above, make such designation in its reasonable discretion with   a view, but no obligation, to minimize breakage costs owing under Section   2.11. (f) Rejection Right. The Borrower shall notify the Administrative Agent   in writing of any mandatory prepayment of Term Loans required to be made   pursuant to Section 5.2(a) at least three Business Days prior to the date of   such prepayment. Each such notice shall specify the date of such prepayment   and provide a reasonably detailed calculation of the amount of such   prepayment. The Administrative Agent will promptly notify each Lender holding   Term Loans of the contents of such prepayment notice and of such Lender’s pro   rata share of the prepayment. Each Term Loan prepayment Prepayment Lender may   reject all (but not less than all) of its pro rata share of any mandatory   other than any suchmandatory prepayment with respect to a Debt Incurrence   Event under Section 5.2(a)(i) or Permitted Other Indebtedness under Section   5.2(a)(iii) (such declined amounts, the “Declined Proceeds”) of Term Loans   required to be made pursuant to Section 5.2(a) by providing written notice   (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00   p.m. (New York City time) one Business Day after the date of such Lender’s   receipt of notice from the Administrative Agent regarding such prepayment. If   a Lender fails to deliver a Rejection Notice to the Administrative Agent   within the time frame specified above, any such failure will be deemed an   acceptance of the total amount of such mandatory prepayment of Term Loans.   Promptly after the time period specified above, the Administrative Agent   shall notify each Lender holding Term Loans that did not deliver a Rejection   Notice (each, an “Accepting Term Loan Lender”) of the amount of the Declined   Proceeds and such Accepting Term Loan Lender’s pro rata share of such   Declined Proceeds. Each Accepting Term Loan Lender may reject all (but not   less than all) of its pro rata share of the Declined Proceeds by providing written   notice (each, a “Declined Proceeds Rejection Notice”) to the Administrative   Agent no later than 5:00 p.m. (New York City time) one Business Day after the   date of such Accepting Term Loan Lender’s receipt of notice from the   Administrative Agent regarding the Declined Proceeds. If an Accepting Term   Loan Lender fails to deliver a Declined Proceeds Rejection Notice to the   Administrative Agent within the time frame specified above, any such failure   will be deemed an acceptance of the total amount of such Accepting Term Loan   #8983238089847286v115 -187- 


    




 










Lender’s pro   rata share of the Declined Proceeds. Any Declined Proceeds remaining after   offering such Declined Proceeds to the Accepting Term Loan Lenders in   accordance with the terms hereof shall be retained by the Borrower (“Retained   Declined Proceeds”). 5.3 Method and Place of Payment. (a) Except as otherwise   specifically provided herein, all payments under this Agreement shall be made   by the Borrower, without set-off, counterclaim or deduction of any kind, to   the Administrative Agent for the ratable account of the Lenders entitled   thereto (or, in the case of the Swingline Loans to the Swingline Lender) or   the Letter of Credit Issuer entitled thereto, as the case may be, not later than   12:00 noon (New York City time), in each case, on the date when due and shall   be made in immediately available funds at the Administrative Agent’s Office   or at such other office as the Administrative the case of the Agent shall   specify for such purpose by notice to the Borrower (or, in   #8983238089847286v115 -188- 


    




 










Swingline   Loans, at such office as the Swingline Lender shall specify for such purpose   by Notice to the Borrower), it being understood that written or facsimile   notice by the Borrower to the Administrative Agent to make a payment from the   funds in the Borrower’s account at the Administrative Agent’s Office shall   constitute the making of such payment to the extent of such funds held in   such account. All repayments or prepayments of any Loans (whether of   principal, interest or otherwise) hereunder and all other payments under each   Credit Document shall, unless otherwise specified in such Credit Document, be   made in Dollars. The Administrative Agent will thereafter cause to be distributed   on the same day (if payment was actually received by the Administrative Agent   prior to 12:00 noon (New York City time) or, otherwise, on the next Business   Day in the Administrative Agent’s sole discretion) like funds relating to the   payment of principal or interest or Fees ratably to the Lenders entitled   thereto. (b) Any payments under this Agreement that are made later than 12:00   noon (New York City time) may be deemed to have been made on the next   succeeding Business Day in the Administrative Agent’s sole discretion for   purposes of calculating interest thereon (or, in the case of the Swingline   Loans, at the Swingline Lender’s sole discretion). Except as otherwise   provided herein, whenever any payment to be made hereunder shall be stated to   be due on a day that is not a Business Day, the due date thereof shall be   extended to the next succeeding Business Day and, with respect to payments of   principal, interest shall be payable during such extension at the applicable   rate in effect immediately prior to such extension. 5.4 Net Payments. (a)   Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.   (i) Any and all payments by or on account of any obligation of any Credit   Party hereunder or under any other Credit Document shall to the extent   permitted by applicable laws be made free and clear of and without reduction   or withholding for any Taxes. (ii) If any Withholding Agent shall be required   by applicable law to withhold or deduct any Taxes from any payment, then (A)   such Withholding Agent shall withhold or make such deductions as are   reasonably determined by such Withholding Agent to be required by applicable   law, (B) such Withholding Agent shall timely pay the full amount withheld or   deducted to the relevant Governmental Authority, and (C) to the extent that   the withholding or deduction is made on account of Indemnified Taxes, the sum   payable by the applicable Credit Party shall be increased as necessary so   that after any required withholding or deductions have been made (including withholding   or deductions applicable to additional sums payable under this Section 5.4)   each Lender (or, in the case of a payment to the Administrative Agent for its   own account, the Administrative Agent) receives an amount equal to the sum it   would have received had no such withholding or deductions been made. (b)   Payment of Other Taxes by the Borrower. Without limiting the provisions of   subsection (a) above, the Credit Party shall timely pay any Other Taxes to   the relevant Governmental Authority in accordance with applicable law or   timely reimburse the Administrative Agent or any Lender for the payment of   any Other Taxes. (c)Tax Indemnifications. Without limiting the provisions of   subsection (a) or (b) above, the Credit Party shall indemnify the Administrative   Agent and each Lender, and shall make payment in respect thereof within 15   days after demand therefor, for the full amount of Indemnified Taxes   (including Indemnified Taxes imposed or asserted on or attributable to   amounts payable under this Section 5.4) payable by the Administrative Agent   or such Lender, as the case may be, and any #8983238089847286v115 -189- 


    




 










reasonable   expenses arising therefrom or with respect thereto, whether or not such   Indemnified Taxes were correctly or legally imposed or asserted by the   relevant Governmental Authority. A certificate as to the amount of any such   #8983238089847286v115 -190- 


    




 










payment or   liability (along with a written statement setting forth in reasonable detail   the basis and calculation of such amounts) delivered to the Borrower by a   Lender, or by the Administrative Agent on its own behalf or on behalf of a   Lender, shall be conclusive absent manifest error. If the Borrower reasonably   believes that any such Indemnified Taxes were not correctly or legally   asserted, the Administrative Agent and/or each affected Lender will use   reasonable efforts to cooperate with the Borrower in pursuing a refund of   such Indemnified Taxes so long as such efforts would not, in the sole   determination of the Administrative Agent or affected Lender, result in any   additional costs, expenses or risks or be otherwise disadvantageous to it.   (d) Evidence of Payments. After any payment of Taxes by any Credit Party or   the Administrative Agent to a Governmental Authority as provided in this   Section 5.4, the Credit Party shall deliver to the Administrative Agent the   original or a certified copy of a receipt issued by such Governmental   Authority evidencing such payment, a copy of any return required by laws to   report such payment or other evidence of such payment reasonably satisfactory   to the Administrative Agent. (e) Status of Lenders and Tax Documentation. (i)   Each Lender shall deliver to the Borrower and to the Administrative Agent, at   such time or times reasonably requested by the Borrower or the Administrative   Agent, such properly completed and executed documentation prescribed by   applicable laws or by the taxing authorities of any jurisdiction and such   other reasonably requested information as will permit the Borrower or the   Administrative Agent, as the case may be, to determine (A) whether or not any   payments made hereunder or under any other Credit Document are subject to   Taxes, (B) if applicable, the required rate of withholding or deduction, and   (C) such Lender’s entitlement to any available exemption from, or reduction   of, applicable Taxes in respect of any payments to be made to such Lender by   any Credit Party pursuant to any Credit Document or otherwise to establish   such Lender’s status for withholding tax purposes in the applicable   jurisdiction. Any documentation and information required to be delivered by a   Lender pursuant to this Section 5.4(e) (including any specific documentation   set forth in subsection (ii) below) shall be delivered by such Lender (i) on   or prior to the Closing Date (or on or prior to the date it becomes a party   to this Agreement), (ii) on or before any date on which such documentation   expires or becomes obsolete or invalid, (iii) after the occurrence of any   change in the Lender’s circumstances requiring a change in the most recent   documentation previously delivered by it to the Borrower and the   Administrative Agent, and (iv) from time to time thereafter if reasonably   requested by the Borrower or the Administrative Agent, and each such Lender   shall promptly notify in writing the Borrower and the Administrative Agent if   such Lender is no longer legally eligible to provide any documentation   previously provided. (ii) Without limiting the generality of the foregoing:   (A) any Lender that is a “United States person” within the meaningof Section   7701(a)(30) of the Code (a “U.S. Lender”) shall deliver to the Borrower and   the Administrative Agent executed originals or copies of Internal Revenue   Service Form W-9 or such other documentation or information prescribed by   applicable laws or reasonably requested by the Borrower or the Administrative   Agent as will enable the Borrower or the Administrative Agent, as the case   may be, to determine whether or not such Lender is subject to backup   withholding or information reporting requirements; (B)each Non-U.S. Lender   that is entitled under the Code or any applicable treaty to an exemption from   or reduction of U.S. federal withholding tax with respect to any   #8983238089847286v115 -191- 


    




 










payments   Borrower hereunder or under any other Credit Document shall deliver to the   and the #8983238089847286v115 -192- 


    




 










Administrative   Agent (in such number of copies as shall be requested by the recipient)   whichever of the following is applicable: (1) executed originals or copies of   Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any applicable   successor form) claiming eligibility for benefits of an income tax treaty to   which the United States is a party; (2) executed originals or copies of   Internal Revenue Service Form W-8ECI (or any successor form thereto); (3) in   the case of a Non-U.S. Lender claiming the benefits of the exemption for   portfolio interest under Section 881(c) of the Code, (x) a certificate,   substantially in the form of Exhibit I-1, I-2, I-3 or I-4, as applicable, (a   “Non-Bank Tax Certificate”), to the effect that such Non-U.S. Lender is not   (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a   “10-percent shareholder” of the Borrower within the meaning of Section   881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described   in Section 881(c)(3)(C) of the Code and that no payments under any Credit   Document are effectively connected with such Non-U.S. Lender’s conduct of a   United States trade or business and (y) executed originals or copies of   Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any applicable   successor form); (4)where such Lender is a partnership (for U.S. federal   income tax purposes) or otherwise not a beneficial owner (e.g., where such   Lender has sold a participation), Internal Revenue Service Form W-8IMY (or   any successor thereto), accompanied by Internal Revenue Service Form W-8ECI,   Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E   and all required supporting documentation (including, where one or more of   the underlying beneficial owner(s) is claiming the benefitsofthe portfolio   interest exemption,a Non-Bank Tax Certificate (substantially in the form of   Exhibit I-2 or Exhibit I-3, as applicable) of such beneficial owner(s))   (provided that, if the Non-U.S. Lender is a partnership and not a   participating Lender, the Non-Bank Tax Certificate(s) (substantially in the   form of Exhibit I-4) may be provided by the Non-U.S. Lender on behalf of the   direct or indirect partner(s)); or (5) executed originals of any other form   prescribed by applicable laws as a basis for claiming exemption from or a   reduction in U.S. federal withholding tax together with such supplementary   documentation as may be prescribed by applicable laws to permit the Borrower   or the Administrative Agent to determine the withholding or deduction   required to be made; (C) if a payment made to a Lender under any Credit   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 Sections 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) andsuch   additionaldocumentationreasonablyrequestedbytheBorrowerorthe Administrative   Agent as may be necessary for the Borrower and the Administrative Agent to   #8983238089847286v115 -193- 


    




 










comply with   their obligations under FATCA, to determine whether such Lender has complied   with such Lender’s obligations under and withhold from such payment. FATCA or   to determine the amount, if any, to deduct #8983238089847286v115 -194- 


    




 










Solely for   purposes of this clause (C), “FATCA” shall include any amendments made to   FATCA after the date of this Agreement; and (D)If the Administrative Agent is   a “United States person” (as defined in Section 7701(a)(30) of the Code), it   shall provide the Borrower with two duly completed copies of Internal Revenue   Service Form W-9. If the Administrative Agent is not a “United States person”   (as defined in Section 7701(a)(30) of the Code), it shall provide an   applicable Form W-8 (together with required accompanying documentation) with   respect to payments to be received by it on behalf of the Lenders. (iii)   Administrative to deliver. Notwithstanding anything to the contrary in this   Section 5.4, no Lender or the Agent shall be required to deliver any   documentation that it is not legally eligible (f) Treatment of Certain   Refunds. If the Administrative Agent or any Lender determines, in its sole   discretion exercised in good faith, that it has received a refund of any   Indemnified Taxes as to which it has been indemnified by any Credit Party or   with respect to which any Credit Party has paid additional amounts pursuant   to this Section 5.4, the Administrative Agent or such Lender (as applicable)   shall promptly pay to the Borrower an amount equal to such refund (but only   to the extent of indemnity payments made, or additional amounts paid, by the   Credit Parties under this Section 5.4 with respect to the Indemnified Taxes   giving rise to such refund), net of all out-of-pocket expenses (including any   Taxes) incurred by the Administrative Agent or such Lender, as the case may   be, and without interest (other than any interest paid by the relevant   Governmental Authority with respect to such refund); provided that the   Borrower, upon the request of the Administrative Agent or such Lender, agrees   to repay the amount paid over to the Borrower (plus any penalties, interest   or other charges imposed by the relevant Governmental Authority) to the   Administrative Agent or such Lender in the event the Administrative Agent or   such Lender is required to repay such refund to such Governmental Authority.   In such event, the Administrative Agent or such Lender, as the case may be,   shall, at the Borrower’s request, provide the Borrower with a copy of any   notice of assessment or other evidence of the requirement to repay such   refund received from the relevant taxing authority (provided that the   Administrative Agent or such Lender may delete any information therein that   it deems confidential). Notwithstanding anything to the contrary in this   paragraph (f), in no event will the Administrative Agent or any Lender be   required to pay any amount to an indemnifying party pursuant to this   paragraph (f) the payment of which would place after-Tax position than   subject to indemnification otherwise imposed and the the and the   Administrative Administrative giving rise to Agent orany Lenderin a less   favorable net Agent or any such refund Lender would have been in if the Tax   had not been deducted, withheld or indemnification payments or additional   amounts with respect to such Tax had never been paid. This subsection shall   not be construed to require the Administrative Agent or any Lender to make   available its Tax returns (or any other information relating to its Taxes   that it deems confidential) to any Credit Party or any other Person. (g) For   the avoidance of doubt, for purposes of this Section 5.4, the term “Lender”   includes any Letter of Credit Issuer and the term “applicable law” includes   FATCA. (h)Each party’s obligations under this Section 5.4 shall survive the   resignation or replacement of the Administrative Agent or any assignment of   rights by, or the replacement of, a Lender, the termination of the   Commitments and the repayment, satisfaction or discharge of all obligations   under the Credit Documents. #8983238089847286v115 -195- 


    




 










5.5   Computations of Interest and Fees. (a) Except as provided in the next   succeeding sentence, interest on LIBOR Loans shall be calculated on the basis   of a 360-day year for the actual days elapsed. Interest on ABR Loans shall be   calculated on the basis of a 365-(or 366-, as the case may be) day year for   the actual days elapsed. (b) Fees and the average daily Stated Amount of   Letters of Credit shall be calculated on the basis of a 360-day year for the   actual days elapsed. 5.6 Limit on Rate of Interest. (a) Agreement, No Payment   Shall Exceed Lawful Rate. Notwithstanding any other term of the Borrower   shall not be obliged to pay any interest or other amounts under or in   connection with this Agreement or otherwise in respect of the Obligations in   excess of the amount or rate permitted under or consistent with any   applicable law, rule or regulation. (b) Payment at Highest Lawful Rate. If   the Borrower is not obliged to make a payment that it would otherwise be   required to make, as a result of Section 5.6(a), the Borrower shall make such   payment to the maximum extent permitted by or consistent with applicable   laws, rules, and regulations. (c) Adjustment if Any Payment Exceeds Lawful   Rate. If any provision of this Agreement or any of the other Credit Documents   would obligate the Borrower to make any payment of interest or other amount   payable to any Lender in an amount or calculated at a rate that would be   prohibited by any applicable law, rule or regulation, then notwithstanding   such provision, such amount or rate shall be deemed to have been adjusted   with retroactive effect to the maximum amount or rate of interest, as the   case may be, as would not be so prohibited by law, such adjustment to be   effected, to the extent necessary, by reducing the amount or rate of interest   required to be paid by the Borrower to the affected Lender under Section 2.8;   provided that to the extent lawful, the interest or other amounts that would   have been payable but were not payable as a result of the operation of this   Section shall be cumulated and the interest payable to such Lender in respect   of other Loans or periods shall be increased (but not above such maximum   amount or rate of interest therefor) until such cumulated amount, together   with interest thereon at the Federal Funds Effective Rate to the date of   repayment, shall have been received by such Lender. Notwithstanding the   foregoing, and after giving effect to all adjustments contemplated thereby,   if any Lender shall have received from the Borrower an amount in excess of   the maximum permitted by any applicable law, rule or regulation, then the   Borrower shall be entitled, by notice in writing to the Administrative Agent,   to obtain reimbursement from that Lender in an amount equal to such excess,   and pending such reimbursement, such amount shall be deemed to be an amount   payable by that Lender to the Borrower. Section 6. Conditions Precedent to   Initial Borrowing The initial Borrowing under this Agreement is subject to   the satisfaction of the following conditions precedent, except as otherwise   agreed between the Borrower and the Administrative Agent. 6.1 Credit   Documents. The Administrative Agent (or its counsel) shall have received:   #8983238089847286v115 -196- 


    




 










(a) Borrower;   this Agreement, executed and delivered by a duly Authorized Officer of the   (b) Guarantors; and the Guarantee, executed and delivered by a duly   Authorized Officer of the (c)the Security Agreement, including any   Intellectual Property security agreements contemplated thereunder, executed   and delivered by a duly Authorized Officer of the Borrower and each   Guarantor. 6.2 Collateral. (a) All outstanding equity interests in whatever   form of each Restricted Subsidiary that is directly owned by or on behalf of   any Credit Party and required to be pledged pursuant to the Security   Documents shall have been pledged pursuant thereto; (b) Except for any items   referred to on Schedule 9.14, to the extent received by the Borrower from the   Target, the Collateral Agent shall have received the certificates representing   securities of each Credit Party’s Wholly-Owned Restricted Subsidiaries that   are Domestic Subsidiaries to the extent required to be delivered under the   Security Documents and pledged under the Security Documents to the extent   certificated, accompanied by instruments of transfer and undated stock powers   or allonges endorsed in blank; provided that the Borrower shall use   commercially reasonable efforts to receive all such certificates on the   Closing Date; (c) All Uniform Commercial Code financing statements and   Intellectual Property security agreements required to be filed, registered or   recorded to create the Liens intended to be created by any Security Document   and perfect such Liens shall have been delivered to the Collateral Agent, and   shall be in proper form, for filing, registration or recording; and (d) The   Administrative Agent shall have received an executed Perfection Certificate   and results of UCC, tax, judgment and Intellectual Property lien searches   satisfactory to the Administrative Agent. 6.3Legal Opinions. The   Administrative Agent (or its counsel) shall have received the executed legal   opinion, in customary form, of Simpson Thacher & Bartlett LLP, special   New York counsel to the Credit Parties. The Borrower hereby instructs and   agrees to instruct the other Credit Parties to have such counsel deliver such   legal opinions. 6.4Closing Certificates. The Administrative Agent (or its   counsel) shall have received a certificate of (x) each of the Borrower and   the Guarantors, dated the Closing Date, substantially in the form of Exhibit   E, with appropriate insertions, executed by any Authorized Officer and the   Secretary orany Assistant Secretary of the Borrower and each Guarantor, as   applicable, and attaching the documents referred to in Section 6.5 and (y) an   Authorized Officer of the Borrower certifying compliance with Section 6.7,   6.9 and 6.13. 6.5 Authorization of Proceedings of the Borrower and the   Guarantors; Corporate Documents. The Administrative Agent shall have received   (i) a copy of the resolutions of the board of directors or other managers of   the Borrower and the Guarantors (or a duly authorized committee thereof)   authorizing #8983238089847286v115 -197- 


    




 










(a) the   execution, delivery, and performance of the Credit Documents (and any   agreements relating thereto) to which it is a party and (b) in the case of   the Borrower, the extensions of credit contemplated #8983238089847286v115   -198- 


    




 










hereunder, (ii)   the Certificate of Incorporation and By-Laws, Certificate of Formation and   Operating Agreement or other comparable organizational documents, as   applicable, the Borrower and the Guarantors, and (iii) signature and   incumbency certificates (or other comparable documents evidencing the same)   of the Authorized Officers of the Borrower and the Guarantors executing the   Credit Documents to which it is a party. 6.6 Fees. The Agents and Lenders   shall have received, substantially simultaneously with the funding of the   Initial Term Loans, fees and, to the extent invoiced at least three business   days prior to the Closing Date (except as otherwise reasonably agreed by the   Borrower) expenses in the amounts previously agreed in writing to be received   on the Closing Date (which amounts may, at the Borrower’s option, be offset   against the proceeds of the Initial Term Loans). 6.7Representations and   Warranties. On the Closing Date, the Specified Representations shall be true   and correct in all material respects (provided that any such Specified   Representations which are qualified by materiality, material adverse effect   or similar language shall be true and correct in all respects) and the   Company Representations shall be true to the extent a breach thereof would   give the Borrower (or one of its Affiliates) the right (taking into account   any applicable cure provisions) to terminate its obligations under the   Acquisition Agreement (or otherwise decline to consummate the Acquisition   without any liability). 6.8 Solvency Certificate. On the Closing Date, the   Administrative Agent shall have received a certificate from the Chief   Executive Officer, the President, the Chief Financial Officer, the Treasurer,   the Vice President-Finance, a Director, a Manager, or any other senior   financial officer of the Borrower to the effect that after giving effect to   the consummation of the Transactions, the Borrower on a consolidated basis   with the Subsidiaries is Solvent. 6.9 concurrently Acquisition. The Tender   Offer and the Merger shall have been, or substantially with the initial   Credit Event hereunder shall be, consummated in all material respects in   accordance with the terms of the Acquisition Agreement (or the Joint Lead   Arrangers and Joint Bookrunners shall be reasonably satisfied with the   arrangements in place for the consummation of the Acquisition reasonably   promptly after the initial Credit Event hereunder and shall have received   confirmation from representatives of the Borrower that such actions shall be   taken promptly after the initial Credit Event hereunder). 6.10 Patriot Act.   The Administrative Agent and the Joint Lead Arrangers shall have received at   least three Business Days prior to the Closing Date such documentation and   information as is reasonably requested in writing at least ten Business Days   prior to the Closing Date by the Administrative Agent or the Joint Lead   Arrangers about the Credit Parties to the extent required by regulatory   authorities under applicable “know your customer” and anti-money laundering   rules and regulations, including, without limitation, the Patriot Act. 6.11   Pro Forma Balance Sheet. The Joint Lead Arrangers and Joint Bookrunners shall   have received a pro forma consolidated balance sheet and related pro forma   statement of income (collectively, the “Pro Forma Financial Statements”) of   the Borrower as of and for the 12-month period ending on September 30, 2016,   prepared after giving effect to the Transactions as if the Transactions had   occurred as of such date (in the case of such balance sheet) or at the   beginning of such period (in the case of such other statements of income),   which need not be prepared in compliance with Regulation S-X of the   Securities Act of 1933, as amended, or include adjustments for purchase   accounting (including adjustments of the type contemplated by ASC 805).   -110-#8983238089847286v115 


    




 










6.12 Financial   Statements. The Joint Lead Arrangers and Joint Bookrunners shall have   received the Borrower Historical Financial Statements and the Target   Historical Financial Statements. 6.13 No Company Material Adverse Effect.   Since the date of the Acquisition Agreement, there shall not have occurred   any Company Material Adverse Effect. 6.14 Refinancing. Substantially   simultaneously with the funding of the Initial Term Loans, the Closing Date   Refinancing shall be consummated. 6.15 Notice of Term Loan Borrowing. The   Administrative Agent (or its counsel) shall have received a Notice of   Borrowing with respect to the Initial Term Loan meeting the requirements of   Section 2.3. For purposes of determining compliance with the conditions specified   in Section 6 on the Closing Date, each Lender that has signed this Agreement   shall be deemed to have consented to, approved or accepted or to be satisfied   with, each document or other matter required thereunder to be consented to or   approved by or acceptable or satisfactory to a Lender unless the   Administrative Agent shall have received notice from such Lender prior to the   proposed Closing Date specifying its objection thereto. Section 7. Conditions   Precedent to All Credit Events after the Closing Date The agreement of each   Lender to make any Loan requested to be made by it on any date (excluding   Mandatory Borrowings and Revolving Credit Loans required to be made by the   Revolving Credit Lenders in respect of Unpaid Drawings pursuant to Sections   3.3 and 3.4) and the obligation of the Letter of Credit Issuers to issue,   amend, renew, increase or extend any Letters of Credit on any date is subject   to the satisfaction (or waiver) of the following conditions precedent: 7.1 No   Default; Representations and Warranties. At the time of each Credit Event and   also after giving effect thereto (other than any Credit Event on the Closing   Date or pursuant to any Loan made pursuant to Section 2.14 (which shall be   subject to the terms of Section 2.14) (a) no Default or Event of Default   shall have occurred and be continuing and (b) all representations and   warranties made by any Credit Party contained herein or in the other Credit   Documents shall be true and correct in all material respects (provided that   any such representations and warranties which are qualified by materiality,   material adverse effect or similar language shall be true and correct in all   respects) with the same effect as though such representations and warranties   had been made on and as of the date of such Credit Event (except where such   representations and warranties expressly relate to an earlier date, in which   case such representations and warranties shall have been true and correct in   all material respects (provided that any such representations and warranties   which are qualified by materiality, material adverse effect or similar   language shall be true and correct in all respects) as of such earlier date).   7.2 Notice of Borrowing. (a) Prior to the making of each Term Loan after the   Closing Date, the Administrative Agent shall have received a Notice of   Borrowing meeting the requirements of Section 2.3. (b)Prior to the making of   each Revolving Credit Loan (other than any Revolving Credit Loan made   pursuant to Section 3.4(a)) and each Swingline Loan, the Administrative Agent   shall have received a Notice of Borrowing meeting the requirements of Section   2.3. -111-#8983238089847286v115 


    




 










(c) Prior to   the issuance of each Letter of Credit, the Administrative Agent and the   applicable Letter of Credit Issuer shall have received a Letter of Credit   Request meeting the requirements of Section 3.2(a). The acceptance of the   benefits of each Credit Event shall constitute a representation and warranty   by each Credit Party to each of the Lenders that all the applicable   conditions specified in Section 7 above have been satisfied as of that time.   Section 8. Representations and Warranties In order to induce the Lenders to   enter into this Agreement and to make the Loans and issue or participate in   Letters of Credit as provided for herein, the Borrower makes the following   representations and warranties to the Lenders, all of which shall survive the   execution and delivery of this Agreement, the making of the Loans and the   issuance of the Letters of Credit (it being understood that the following   representations and warranties shall be deemed made with respect to any   Foreign Subsidiary only to the extent relevant under applicable law):   8.1Corporate Status. Each Credit Party (a) is a duly organized and validly   existing corporation, limited liability company or other entity in good   standing (if applicable) under the laws of the jurisdiction of its   organization and has the corporate, limited liability company or other   organizational power and authority to own its property and assets and to   transact the business in which it is engaged and (b) has duly qualified and   is authorized to do business and is in good standing (if applicable) in all   jurisdictions where it is required to be so qualified, except where the   failure to be so qualified would not reasonably be expected to result in a   Material Adverse Effect. 8.2Corporate Power and Authority. Each Credit Party   has the corporate or other organizational power and authority to execute,   deliver and carry out the terms and provisions of the Credit Documents to   which it is a party and has taken all necessary corporate or other   organizational action to authorize the execution, delivery and performance of   the Credit Documents to which it is a party. Each Credit Party has duly   executed and delivered each Credit Document to which it is a party and each   such Credit Document constitutes the legal, valid, and binding obligation of   such Credit Party enforceable in accordance with its terms (provided that,   with respect to the creation and perfection of security interests with   respect to Indebtedness, Capital Stock and Stock Equivalents of Foreign   Subsidiaries, only to the extent enforceability of such obligation with   respect to which Capital Stock and Stock Equivalents of Foreign Subsidiaries is   governed by the Uniform Commercial Code), except as the enforceability   thereof may be limited by bankruptcy, insolvency or similar laws affecting   creditors’ rights generally and subject to general principles of equity. 8.3   No Violation. Neither the execution, delivery or performance by any Credit   Party of the Credit Documents to which it is a party nor compliance with the   terms and provisions thereof nor the   consummationoftheAcquisitionandtheothertransactionscontemplated hereby or   thereby will (a) contravene any applicable provision of any material law,   statute, rule, regulation, order, writ, injunction or decree of any court or   governmental instrumentality, (b) result in any breach of any of the terms,   covenants, conditions or provisions of, or constitute a default under, or   result in the creation or imposition of (or the obligation to create or   impose) any Lien upon any of the property or assets of such Credit Party or   any of the Restricted Subsidiaries (other than Liens created under the Credit   Documents or Permitted Liens) pursuant to, the terms of any material   indenture, loan agreement, lease agreement, mortgage, deed of trust,   agreement or other material instrument to which such Credit Party or any of   the Restricted Subsidiaries is a party or by which it or any of its property   -112-#8983238089847286v115 


    




 










or assets is   bound (any such term, covenant, condition or provision, a “Contractual   Requirement”) other than any such breach, default or   -113-#8983238089847286v115 


    




 










Lien that would   not reasonably be expected to result in a Material Adverse Effect or (c)   violate any provision of the certificate of incorporation, by-laws, articles   or other organizational documents of such Credit Party or any of the Restricted   Subsidiaries (after giving effect to the Acquisition). 8.4 Litigation. There   are no actions, suits or proceedings pending or, to the knowledge of the   Borrower, threatened in writing against the Borrower or any of the Restricted   Subsidiaries that would reasonably be expected to result in a Material   Adverse Effect. 8.5 Margin Regulations. Neither the making of any Loan   hereunder nor the use of the proceeds thereof will violate the provisions of   Regulation T, U or X of the Board. 8.6 Governmental Approvals. The execution,   delivery and performance of each Credit Document does not require any consent   or approval of, registration or filing with, or other action by, any   Governmental Authority, except for (i) such as have been obtained or made and   are in full force and effect, (ii) filings, consents, approvals,   registrations and recordings in respect of the Liens created pursuant to the   Security Documents (and to release existing Liens), and (iii) such licenses,   approvals, authorizations, registrations, filings or consents the failure of   which to obtain or make would not reasonably be expected to result in a   Material Adverse Effect. 8.7 Investment Company Act. None of the Borrower or   any Restricted Subsidiary is an “investment company” within the meaning of   the Investment Company Act of 1940, as amended. 8.8 True and Complete   Disclosure. (a) None of the written factual information and written data   (taken as a whole) heretofore or contemporaneously furnished by or on behalf   of the Borrower, any of the Restricted Subsidiaries or any of their   respective authorized representatives to the Administrative Agent, any Joint   Lead Arranger, and/or any Lender on or before the Closing Date (including all   such written information and data contained in (i) the Confidential Information   Memorandum (as updated prior to the Closing Date and including all   information incorporated by reference therein) and (ii) the Credit Documents)   for purposes contained any to make such of or in connection with this   Agreement or any transaction contemplated herein untrue statement of any   material fact or omitted to state any material fact necessary information and   data (taken as a whole) not materially misleading at such time in light of   the circumstances under which such information or data was furnished (after   giving effect to all supplements and updates), it being understood and agreed   that for the purposes of this Section 8.8(a), such factual information and   data shall not include pro forma financial information, projections,   estimates (including financial estimates, forecasts, and other   forward-looking information) or other forward looking information and   information of a general economic or general industry nature. (b) The   projections (including financial estimates, forecasts, and other forward-looking   information) contained in the information and data referred to in paragraph   (a) above were based on good faith estimates and assumptions believed by such   Persons to be reasonable at the time made, it being recognized by the Lenders   that such projections as to future events are not to be viewed as facts and   that actual results during the period or periods covered by any such   projections may differ from the projected results and such differences may be   material. 8.9 Financial Condition; Financial Statements. (a) forth in the   Financial (i) The unaudited historical consolidated financial information of   the Borrower as set Confidential Information Memorandum, and (ii) the   BorrowerHistorical -114-#8983238089847286v115 


    




 










Statements, in   each case present fairly in all material respects the consolidated financial   position of the Borrower at the respective dates of said information,   statements and results of operations for the respective periods covered   thereby. The Pro Forma Financial Statements, copies of which have heretofore   been furnished to the Administrative Agent, have been prepared based on the   Borrower Historical Financial Statements and have been prepared in good   faith, based on assumptions believed by the Borrower to be reasonable as of   the date of delivery thereof, and present fairly in all material respects on   a Pro Forma Basis the estimated financial position of the Borrower and its   Subsidiaries as at September 30, 2016 and their estimated results of   operations for the period covered thereby. The financial statements referred   to in clause (a)(ii) of this Section 8.9 have been prepared in accordance   with GAAP consistently applied except to the extent provided in the notes to   said financial statements. (b)There has been no Material Adverse Effect since   the Closing Date. Each Lender and the Administrative Agent hereby   acknowledges and agrees that the Borrower and its Subsidiaries may be   required to restate historical financial statements as the result of the   implementation of changes in GAAP, or the interpretation thereof, and that   such restatements will not result in a Default or an Event of Default under   the Credit Documents. 8.10 Compliance with Laws; No Default. (a) Each Credit   Party is in compliance with all Requirements of Law applicable to it or its   property, except where the failure to be so in compliance would not   reasonably be expected to result in a Material Adverse Effect. (b) No Default   or Event of Default has occurred and is continuing. 8.11 Tax Matters. Except   as would not reasonably be expected to have a Material Adverse Effect, (a)   each of the Borrower and its Subsidiaries has filed all Tax returns required   to be filed by it and has timely paid all Taxes payable by it (whether or not   shown on a Tax return and including in its capacity as withholding agent)   that have become due, other than those being contested in good faith and by   proper proceedings if it has maintained adequate reserves (in the good faith   judgment of management of the Borrower or such Subsidiary, as applicable)   with respect thereto in accordance with GAAP and (b) each of the Borrower and   its Subsidiaries has paid, or has provided adequate reserves (in the good   faith judgment of management of the Borrower accordance with GAAP for the payment   of all Taxes current or proposed Tax assessment, deficiency or other or such   Subsidiary, as applicable) in not yet due and payable. There is no claim   against the Borrower or any of its Subsidiaries that would reasonably be   expected to result in a Material Adverse Effect. 8.12 Compliance with ERISA.   (a) Except as would not reasonably be expected to have a Material Adverse   Effect, no ERISA Event has occurred or is reasonably expected to occur. (b)   Except as would not reasonably be expected to have a Material Adverse Effect,   no Foreign Plan Event has occurred or is reasonably expected to occur. 8.13   Subsidiaries. Schedule 8.13 lists each Subsidiary of the Borrower existing on   the Closing Date after giving effect to the Transactions.   -115-#8983238089847286v115 


    




 










8.14   Intellectual Property. Each of the Borrower and the Restricted Subsidiaries   owns or has the right to use all Intellectual Property that is used or held   for use in or otherwise necessary for the operation of their respective   businesses as currently conducted, except where the failure to own or have a   right to use such Intellectual Property would not reasonably be expected to   have a Material Adverse Effect. The operation of their respective businesses   by each of the Borrower and the Restricted Subsidiaries does not infringe   upon, misappropriate, violate or otherwise conflict with the Intellectual   Property of any third party, except as would not reasonably be expected to   have a Material Adverse Effect. 8.15 Environmental Laws. (a) the Borrower   Except as would not reasonably be expected to have a Material Adverse Effect:   (i) each and the Restricted Subsidiaries and their respective operations and   properties are in of compliance with all applicable Environmental Laws; (ii)   none of the Borrower or any Restricted Subsidiary has received written notice   of any Environmental Claim; (iii) none of the Borrower or any Restricted   Subsidiary is conducting any investigation, removal, remedial or other   corrective action pursuant to any Environmental Law at any location; and (iv)   to the knowledge of the Borrower, no underground or above ground storage tank   or related piping, or any impoundment or other disposal area containing   Hazardous Materials is located at, on or under any Real Estate currently   owned or leased by the Borrower or any of the Restricted Subsidiaries.   (b)None of the Borrower or any of the Restricted Subsidiaries has treated,   stored, transported, Released or arranged for disposal or transport for   disposal or treatment of Hazardous Materials at, on, under or from any   currently or formerly owned or operated property nor, to the knowledge of the   Borrower, has there been any other Release of Hazardous Materials at, on,   under or from any such properties, in each case, in a manner that would   reasonably be expected to have a Material Adverse Effect. 8.16 Properties.   (a) (i) Each of the Borrower and the Restricted Subsidiaries has good and   valid record title to, valid leasehold interests in, or rights to use, all   properties that are necessary for the operation of their respective   businesses as currently conducted and as proposed to be conducted, free and   clear of all Liens (other than any Liens permitted by this Agreement) and   except where the failure to have such good title or interest would not   reasonably be expected, individually or in the aggregate, to have a Material   Adverse Effect and (ii) no Mortgage encumbers improved Real Estate 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 within the meaning   of the National Flood Insurance Act of 1968, as amended, unless flood   insurance available under such Act has been obtained in accordance with   Section 9.3(b). (b) As of the Closing Date, no Credit Party owns any real   property having a Fair Market Value in excess of $10.0 million. 8.17Solvency.   On the Closing Date (after giving effect to the Transactions) immediately   following the making of the Loans and after giving effect to the application   of the proceeds of such Loans, the Borrower and its Subsidiaries on a   consolidated basis will be Solvent. 8.18 Patriot Act. The use of proceeds of   the Loans will not violate the Patriot Act, OFAC, the UK Bribery Act of 2010   or the FCPA in any material respect. -116-#8983238089847286v115 


    




 










8.19   Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (a) The   Borrower and its Subsidiaries and to its knowledge its directors, officers   and employees, have conducted its business in compliance in all material   respects with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable   Sanctions and have instituted and maintained policies and procedures designed   to promote and achieve compliance with such laws. (b)None of the Borrower and   its Subsidiaries or to its knowledge its directors, officers, employees,   agents or representatives acting or benefiting in any capacity in connection   with this Agreement (i) is a Designated Person; (ii) is a Person that is   owned or controlled by a Designated Person; (iii) is located, organized,   resident or has assets located in a Sanctioned Country; or (iv) has directly   or indirectly engaged in, or is now directly or indirectly engaged in, any   dealings or transactions (1) with any Designated Person, (2) in any   Sanctioned Country, or (3) otherwise in violation of Sanctions. (c) No   proceeds of any Credit Event have been used directly, or, to the knowledge of   the Borrower, indirectly, by the Borrower, any of its Subsidiaries or any of   its or their respective directors, officers, employees and agents (i) in   furtherance of an offer, payment, promise to pay, or authorization of the   payment or giving of money, or anything else of value, to any Person in   violation of any Anti-Corruption Laws or (ii) in any manner that would result   in a violation of any applicable Sanctions. 8.20 EEA Financial Institutions.   No Credit Party is an EEA Financial Institution. Section 9. Affirmative   Covenants. The Borrower hereby covenants and agrees that the Commitments, the   Swingline Commitment and each on the Closing Date and thereafter, until   Letter of Credit have terminated or been Agreement and the Loans and Unpaid   collateralized in accordance with the Drawings, together with interest, Fees   contingent indemnity obligations as to terms of this and all other Obligations   incurred hereunder (other than which no valid demand has been made, Secured   Hedge Obligations, Secured Cash Management Obligations and Letters of Credit   collateralized in accordance with the terms of this Agreement), are paid in   full: 9.1Information Covenants. The Borrower will furnish to the   Administrative Agent (which shall promptly make such information available to   the Lenders in accordance with its customary practice): (a) Annual Financial   Statements. As soon as available and in any event within five days after the   date on which such financial statements are required to be filed with the SEC   (after giving effect to any permitted extensions) (or, if such financial   statements are not required to be filed with the SEC, on or before the date   that is 90 days after the end of each such fiscal year), the consolidated   balance sheets of the Borrower and the Restricted Subsidiaries as at the end   of each fiscal year, and the related consolidated income statements and cash   flows for such fiscal year, setting forth comparative consolidated figures   for the preceding fiscal years, all in reasonable detail and prepared in   accordance with GAAP, and, in each case, certified by Ernst & Young LLP   or another independent certified public accountants of recognized national standing   whose opinion shall not be qualified as to the scope of audit or as to the   status of the Borrower or any of the Material Subsidiaries (or group of   Subsidiaries that together would constitute a Material Subsidiary) as a going   concern (other than any qualification, that is solely with respect to, or   resulting solely from, (i) an -117-#8983238089847286v115 


    




 










upcoming   maturity date under any Indebtedness occurring within one year from the time   such opinion is delivered or (ii) any potential inability to satisfy a   financial maintenance covenant on a future date or in a future period),   together with a customary -118-#8983238089847286v115 


    




 










management’s   describes the Subsidiaries. discussion and analysis of financial condition   and results of operations that condition and results of operations of the   Borrower and its consolidated (b) Quarterly Financial Statements. As soon as   available and in any event within five days after the date on which such   financial statements are required to be filed with the SEC (after giving   effect to any permitted extensions) with respect to each of the first three   quarterly accounting periods in each fiscal year of the Borrower (or, if such   financial statements are not required to be filed with the SEC, on or before   the date that is 45 days after the end of each such quarterly accounting   period), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries   as at the end of such quarterly period and the related consolidated income   statements for such quarterly accounting period and for the elapsed portion   of the fiscal year ended with the last day of such quarterly period, and the   related consolidated statement of cash flows for the elapsed portion of the   fiscal year ended with the last day of the applicable quarterly period, and   commencing with the quarter ending June 30, 2017 setting forth comparative   consolidated figures for the related periods in the prior fiscal year or, in   the case of such consolidated balance sheet, for the last day of the related   period in the prior fiscal year, all of which shall be certified by an   Authorized Officer of the Borrower as fairly presenting in all material respects   the financial condition, results of operations and cash flows of the Borrower   and its Restricted Subsidiaries in accordance with GAAP (except as noted   therein), subject to changes resulting from normal year-end adjustments and   the absence of footnotes, and, with respect to fiscal 2015 reporting periods,   subject to finalization of the purchase price allocation to the fair value of   assets acquired and liabilities assumed in the Transactions, as required by   GAAP, together with a customarymanagement’s discussion and analysis of   financial condition and results operations that describes the condition and   results of operations of the Borrower and consolidated Subsidiaries. of its   (c)Budgets. Within 60 days after the commencement of each fiscal year of the   Borrower and commencing with the fiscal year beginning January 1, 2018, a   consolidated budget of the Borrower in reasonable detail on a quarterly basis   for such fiscal year as customarily prepared by management of the Borrower   for its internal use consistent in scope with the financial statements   provided pursuant to Section 9.1(a), setting forth the principal assumptions   upon which such budget is based (collectively, the “Projections”), which   Projections shall in each case be accompanied by a certificate of an Authorized   Officer of the Borrower stating that such Projections have been prepared in   good faith on the basis of the assumptions stated therein, which assumptions   were believed to be reasonable at the time of preparation of such   Projections, it being understood and agreed that such Projections and   assumptions as to future events are not to be viewed as facts and that actual   results during the period or periods covered by any such Projections may   differ from the projected results and such differences may be material. (d)   Officer’s Certificates. Not later than five days after the delivery of the   financial statements provided for in Sections 9.1(a) and (b), a certificate   of an Authorized Officer of the Borrower to the effect that no Default or   Event of Default exists or, if any Default or Event of Default does exist,   specifying the nature and extent thereof, as the case may be, which   certificate shall set forth (i) a specification of any change in the identity   of the Restricted Subsidiaries and Unrestricted Subsidiaries as at the end of   such fiscal year or period, as the case may be, from the Restricted   Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the   Lenders on the Closing Date or the most recent fiscal year or period, as the   case may bedetailed calculation of the covenants set forth in Section 10.9   and (ii) the then -119-#8983238089847286v115 


    




 










applicable   Status and underlying calculations in connection therewith. At the time of   the delivery of the financial statements provided for in Section 9.1(a), a   certificate of an Authorized Officer of -120-#8983238089847286v115 


    




 










the Borrower   setting forth changes to the legal name, jurisdiction of formation, type of   entity and organizational number (or equivalent) to the Person organized in a   jurisdiction where an organizational identification number is required to be   included in a Uniform Commercial Code financing statement, in each case for   each Credit Party or confirming that there has been no change in such   information since the Closing Date or the date of the most recent certificate   delivered pursuant to this clause (d), as the case may be. (e)Notice of   Default or Litigation. Promptly after an Authorized Officer of the Borrower   or any of the Restricted Subsidiaries obtains knowledge thereof, notice of   (i) the occurrence of any event that constitutes a Default or Event of   Default, which notice shall specify the nature thereof, the period of   existence thereof and what action the Borrower proposes to take with respect   thereto and (ii) any litigation or governmental proceeding pending against   the Borrower or any of the Subsidiaries that would reasonably be expected to   be determined adversely and, if so determined, to result in a Material   Adverse Effect. (f) Environmental Matters. Promptly after an Authorized   Officer of the Borrower or any of the Restricted Subsidiaries obtains   knowledge of any one or more of the following environmental matters, unless   such environmental matters would not reasonably be expected to result in a   Material Adverse Effect, notice of: (i) any pending or threatened   Environmental Claim against any Credit Party or any Real Estate; and (ii) the   conduct of any investigation, or any removal, remedial or other corrective   action in response to the actual or alleged presence, Release or threatened   Release of any Hazardous Material on, at, under or from any Real Estate. All   such notices shall describe in reasonable detail the nature of the claim,   investigation or removal, remedial or other corrective action in response   thereto. The term “Real Estate” shall mean land, buildings, facilities and   improvements owned or leased by any Credit Party. (g) Other Information.   Promptly upon filing thereof, copies of any filings (including on Form 10-K,   10-Q or 8-K) or registration statements (other than drafts of pre-effective   versions of registration statements) with, and reports to, the SEC or   Authority in any relevant jurisdiction by the Borrower or any (otherthan   amendments to any registration statement (to any analogous Governmental of   the Restricted Subsidiaries the extent such registration statement, in the   form it becomes effective, is delivered to the Administrative Agent),   exhibits to any registration statement and, if applicable, any registration   statements on Form S-8) and copies of all financial statements, proxy   statements, notices, and reports that the Borrower or any of the Restricted   Subsidiaries shall send to the holders of any publicly issued debt of the   Borrower and/or any of the Restricted Subsidiaries, in their capacity as such   holders, lenders or agents (in each case to the extent not theretofore   delivered to the Administrative Agent pursuant to this Agreement) and, with   reasonable promptness, such other information (financial or otherwise) as the   Administrative Agent on its own behalf or on behalf of any Lender (acting   through the Administrative Agent) may reasonably request in writing from time   to time; provided that none of the Borrower nor any Restricted Subsidiary   will be required to disclose or permit the inspection or discussion of any   document, information or other matter (i) that constitutes non-financial   trade secrets or non-financial proprietary information, (ii) in respect of   which disclosure to the Administrative Agent or any Lender (or their   respective contractors) is prohibited by law, or any binding   -121-#8983238089847286v115 


    




 










agreement,   (iii) that is subject to attorney client or similar privilege or constitutes   attorney work product or (iv) that is otherwise subject to Section 13.16 or   the limitations set forth in Section 9.2. Documents required to be delivered   pursuant to clauses (a), (b), and (g) of this Section 9.1 (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 earliest date on which (i) the Borrower posts such   documents, or provides a link thereto on the Borrower’s website on the   Internet; (ii) such documents are posted on the Borrower’s behalf on   IntraLinks/IntraAgency or another 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), or (iii) such financial   statements and/or other documents are posted on the SEC’s website on the   internet at www.sec.gov; provided that (A) the Borrower shall, at the request   of the Administrative Agent, continue to deliver copies (which delivery may   be by electronic transmission) of such documents to the Administrative Agent   and (B) the Borrower shall notify (which notification may be by facsimile or   electronic transmission) the Administrative Agent of the posting of any such   documents on any website described in this paragraph. Each Lender shall be   solely responsible for timely accessing posted documents or requesting   delivery ofpaper copies of such maintaining its copies of such documents.   documents from the Administrative Agent and Each Credit Party hereby   acknowledges Administrative Agent in advance, all financial Sections 9.1(a),   (b) and (d) above are hereby and agrees that, unless the Borrower notifies   the statements and certificates furnished pursuant to deemed to be suitable   for distribution, and to be made available, to all Lenders and may be treated   by the Administrative Agent and the Lenders as not containing any material   nonpublic information. 9.2 Books, Records, Inspections and Discussions;   Lender Calls. (a) The Borrower will, and will cause each Restricted Subsidiary   to, permit officers and designated representatives of the Administrative   Agent or the Required Lenders to visit and inspect any of the properties or   assets of the Borrower and any such Subsidiary in whomsoever’s possession to   the extent that it is within such party’s control to permit such inspection   (and shall use commercially reasonable efforts to cause such inspection to be   permitted to the extent that it is not within such party’s control to permit   such inspection), and to examine the books and records of the Borrower and   any such Subsidiary and discuss the affairs, finances and accounts of the   Borrower and of any such Subsidiary with, and be advised as to the same by,   its and their officers and independent accountants, all at such reasonable times   and intervals and to such reasonable extent as the Administrative Agent or   the Required Lenders may desire (and subject, in the case of any such   meetings or advice from such independent accountants, to such accountants’   customary policies and procedures); provided that, excluding any such visits   and inspections during the continuation of an Event of Default, (i) only the   Administrative Agent on behalf of the Required Lenders may exercise rights of   the Administrative Agent and the Lenders under this Section 9.2, (ii) the   Administrative Agent shall not exercise such rights more than one time in any   calendar year, which such visit will be at the Borrower’s expense, and (iii)   notwithstanding anything to the contrary in this Section 9.2, none of the   Borrower or any of the Restricted Subsidiaries will be required to disclose,   permit the inspection, examination or making copies or abstracts of, or   discussion of, any document, information or other matter that (A) constitutes   non-financial trade secrets or non-financial proprietary information, (B) in   respect of which disclosure to the Administrative Agent or any Lender   (ortheir respective representatives or contractors) is prohibited by law or   any agreement binding on a third-party or -122-#8983238089847286v115 


    




 










(C) is subject   to attorney-client or similar privilege or constitutes attorney work product;   provided, further, that when an Event of Default exists, the Administrative   Agent (or any of its respective representatives or independent contractors)   or any representative of the Required Lenders may do any of   -123-#8983238089847286v115 


    




 










the foregoing   at the expense of the Borrower at any time during normal business hours and   upon reasonable advance notice. The Administrative Agent and the Required   Lenders shall give the Borrower the opportunity to participate in any   discussions with the Borrower’s independent public accountants. (b) At the   request of and upon reasonable prior notice by the Administrative Agent (no   more frequently than annually), the Borrower shall make representatives   available to attend a conference call with the Lenders. (c) During the period   from the Amendment No. 1 Effective Date through and including the Waiver   Finalization Date, the Borrower shall, at its own expense, (i) provide   Houlihan Lokey with its cash balance and the amount of the aggregate   Revolving Credit Exposure as of the end of each month not later than 10   Business Days after the end of such month and (ii) organize and hold   diligence calls between Houlihan and representatives of BDO USA LLP and Torys   LLP, FTI Consulting, Inc. and any other representative engaged by the   Borrower or its board of directors in connection with the Restated Financial   Statements not less than once every other week. (d) On and after the Waiver   Finalization Date, the Borrower shall, at its own expense, (i) concurrent   with the delivery of its quarterly financial statements pursuant to Section   9.1(b) hereof, schedule at reasonable times and upon reasonable notice to the   Lenders, and make its representatives available for, (x) a call with the   Lenders to discuss the Borrower’s financial performance and (y) a call with   the private-side Term Loan Lenders to discuss the Borrower’s financial   forecasts, (ii) upon reasonable notice, provide prompt written responses to   any inquiries from any Lenders, (iii) provide all information reasonably   requested by, and cooperate with, counsel to the Collateral Agent in   connection with its ongoing Collateral review and Lien perfection analysis   and direct the Collateral Agent’s counsel to provide Davis Polk with periodic   updates and information regarding such counsel’s Collateral review and Lien   perfection analysis and the results thereof, (iv) disclose to the   private-side Term Loan Lenders its cash balance and the aggregate amount of   all outstanding Revolving Credit Exposure as of the end of each month not   later than 10 Business Days after the end of such month and (v) upon request,   provide detailed support certified by a financial officer of the Borrower for   its calculation of Consolidated EBITDA in connection with its delivery of   each Compliance Certificate pursuant to Section 9.1(d) that shows, at a   minimum, (x) Consolidated EBITDA prior to giving effect to any of the   adjustments set forth in clause (b) of the definition of Consolidated EBITDA,   (y) a breakdown, on an item-by-item basis, of the amount of each adjustment   set forth in clause (b) of the definition of Consolidated EBITDA and (z) the   amount of any revenue that, as a result of the Restated Financial Statements,   is deemed to be earned in a time period later than the period in which it was   originally deemed earned. 9.3Maintenance of Insurance. (a) The Borrower will,   and will cause each Material Subsidiary to, at all times maintain in full   force and effect, pursuant to self-insurance arrangements orwith insurance   companies that the Borrower believes (in the good faith judgment of the   management of the Borrower) are financially sound and responsible at the time   the relevant coverage is placed or renewed, insurance in at least such   amounts (after giving effect to any self-insurance which the Borrower   believes (in the good faith judgment of management of the Borrower) is   reasonable and prudent in light of the size and nature of its business and   the availability of insurance on a cost-effective basis) and against at least   such risks (and with such risk retentions) as the Borrower believes (in the   good faith judgment of management of the Borrower) is reasonable and prudent   in light of the size and nature of its business and the availability of   insurance on a cost-effective basis; and will furnish to the Administrative   Agent,promptly following written request from the Administrative Agent,   information presented in reasonable detail as to the insurance so carried and   (b) with respect to each Mortgaged Property, the Borrower will obtain flood   insurance in such total amount as may reasonably be required by the   Collateral Agent and the Revolving Credit Lenders, if at any time the area in   which any improvements located on any Mortgaged Property is designated a   -124-#8983238089847286v115 


    




 










“special flood   hazard area” in any Flood Insurance Rate Map published by the Federal   Emergency Management Agency (or any successor agency), and otherwise comply   with the National Flood Insurance Program as set forth in the Flood Disaster   Protection Act of 1973, as amended from time to time. Each such policy of   insurance shall (i) name the Collateral Agent, on behalf of the Secured   Parties as an additional insured thereunder as its interests may appear and   (ii) in the case of each casualty insurance policy, contain a loss payable   clause or endorsement that names the Collateral Agent, on behalf of the   Secured Parties as the loss payee thereunder. 9.4Payment of Taxes. The Borrower   will pay and discharge, and will cause each of its Subsidiaries to pay and   discharge, all material Taxes imposed upon it (including in its capacity as a   withholding agent) or upon its income or profits, or upon any properties   belonging to it, prior to the date on which material penalties attach   thereto, and all lawful material claims in respect of any Taxes imposed,   assessed or levied that, if unpaid, would reasonably be expected to become a   material Lien upon any properties of the Borrower or any of the Restricted   Subsidiaries; provided that neither the Borrower nor any of the Restricted   Subsidiaries shall be required to pay any such Tax that is being contested in   good faith and by proper proceedings if it has maintained adequate reserves   (in the good faith judgment of management of the Borrower) with respect   thereto in accordance with GAAP and the failure to pay would not reasonably   be expected to result in a Material Adverse Effect. 9.5 Preservation of   Existence; Consolidated Corporate Franchises. The Borrower will, and will   cause each Material Subsidiary to, take all actions necessary (a) to preserve   and keep in full force and effect its existence, organizational rights and   authority and (b) to maintain its rights, privileges (including its good standing   (if applicable)), permits, licenses and franchises necessary in the normal   conduct of its business, in each case, except to the extent that the failure   to do so would not reasonably be expected to have a Material Adverse Effect;   provided, however, that the Borrower and its Subsidiaries mayconsummate any   transaction permitted under Permitted Investments and Sections 10.2, 10.3,   10.4, or 10.5. -125-#8983238089847286v115 


    




 










9.6 Compliance   with Statutes, Regulations, Etc. The Borrower will, and will cause each   Restricted Subsidiary to, (a) comply with all applicable laws, rules,   regulations, and orders applicable to it or its property, including, without   limitation, OFAC, the FCPA and the Patriot Act, and all governmental   approvals or authorizations required to conduct its business, and to maintain   all such governmental approvals or authorizations in full force and effect,   (b) comply with, and use commercially reasonable efforts to ensure compliance   by all tenants and subtenants, if any, with, all Environmental Laws, and   obtain and comply with and maintain, and use commercially reasonable efforts   to ensure that all tenants and subtenants obtain and comply with and   maintain, any and all licenses, approvals, notifications, registrations or   permits required by Environmental Laws, and (c) conduct and complete all   investigations, studies, sampling and testing, and all remedial, removal, and   other actions required under Environmental Laws and promptly comply with all   lawful orders and directives of all Governmental Authorities regarding   Environmental Laws, other than such orders and directives which are being   timely contested in good faith by proper proceedings, except in each case of   (a), (b), and (c) of this Section 9.6, where the failure to do so would not   reasonably be expected to result in a Material Adverse Effect. 9.7 ERISA. (a)   The Borrower will furnish to the Administrative Agent promptly following   receipt thereof, copies of any documents described in Sections 101(k) or   101(l) of ERISA that any Credit Party or any of its ERISA Affiliates may   request with respect to any Multiemployer Plan to which a Credit Party or any   of its ERISA Affiliates is obligated to contribute; provided that if the   Credit Parties or any of their ERISA Affiliates have not requested such   documents or notices from the administrator or sponsor of the applicable   Multiemployer Plan, then, upon reasonable request of the Administrative   Agent, the Credit Parties, or their ERISA Affiliates shall promptly make a   request for such documents or notices from such administrator or sponsor and   the Borrower shall provide copies of such documents and notices to the   Administrative Agent promptly after receipt thereof; provided, further, that   the rights granted to the Administrative Agent in this Section shall be   exercised not more than once during a 12-month period, and (b) the Borrower   will notify the Administrative Agent promptly following the occurrence of any   ERISA Event or Foreign Plan Event that, alone or together with any other ERISA   Events or Foreign Plan Events that have occurred, would reasonably be   expected to result in liability of any Credit Party that would reasonably be   expected to have a Material Adverse Effect. 9.8Maintenance of Properties. The   Borrower will, and will cause each of the Restricted Subsidiaries to, (a)   keep and maintain all property material to the conduct of its business in   good working order and condition, ordinary wear and tear, casualty, and   condemnation excepted, and (b) maintain, prosecute, renew, preserve and   protect its Intellectual Property, except, in each case, to the extent that   the failure to do so would not reasonably be expected to have a Material   Adverse Effect. 9.9Transactions with Affiliates. The Borrower will conduct,   and cause each of the Restricted Subsidiaries to conduct, all transactions   with any of its Affiliates (other than the Borrower and the Restricted   Subsidiaries) involving aggregate payments or consideration in excess of $5.0   million for the most recently ended Test Period (calculated on a Pro Forma   Basis) at the time of such Affiliate transaction, for any individual   transaction or series of related transactions on terms that are at least   substantially as favorable to the Borrower or such Restricted Subsidiary as   it would obtain in a comparable arm’s-length transaction with a Person that   is not an Affiliate, as determined by the board of directors of the Borrower   or such Restricted Subsidiary in good faith; provided that the foregoing   restrictions shall not apply to: (a) transactions permitted by Section 10.5   and Sections 10.6(a) and 10.6(c)(ii), #89832380v1 -126- 


    




 










(b)   consummation of the Transactions and the payment of the Transaction Expenses,   #89832380v1 -127- 


    




 










(c) the   issuance of Capital Stock or Stock Equivalents of the Borrower or any of its   Subsidiaries not otherwise prohibited by the Credit Documents, (d) loans,   advances and other transactions between or among the Borrower, any Restricted   Subsidiary or any joint venture (regardless of the form of legal entity) in   which the Borrower or any Subsidiary has invested (and which Subsidiary or   joint venture would not be an Affiliate of the Borrower but for the   Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents   in such joint venture or Subsidiary) to the extent permitted under Section   10, (e) employment and severance arrangements between the Borrower and the   Restricted Subsidiaries and their respective officers, employees or   consultants (including management and employee benefit plans or agreements,   stock option plans and other compensatory arrangements) in the ordinary   course of business (including loans and advances in connection therewith),   (f) the payment of customary fees and reasonable out of pocket costs to, and   indemnities provided on behalf of, directors, managers, consultants, officers   or employees of the Borrower and the Subsidiaries in the ordinary course of   business to the extent attributable to the ownership or operation of the Borrower   and the Subsidiaries, (g) transactions undertaken pursuant to membership in a   purchasing consortium, (h) transactions pursuant to any agreement or   arrangement as in effect as of the Closing Date, or any amendment,   modification, supplement or replacement thereto (so long as any such   amendment, modification, supplement or replacement is not disadvantageous in   any material respect to the Lenders when taken as a whole as compared to the   applicable agreement as in effect on the Closing Date as determined by the   Borrower in good faith), (i) the existence and performance of agreements and   transactions with any Unrestricted Subsidiary that were entered into prior to   the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to   the extent that the transaction was permitted at the time that it was entered   into with such Restricted Subsidiary and transactions entered into by an   Unrestricted Subsidiary with an Affiliate prior to the redesignation of any   such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such   transaction was not entered into in contemplation of such designation or   redesignation, as applicable, (i) [reserved], and (j) Affiliate repurchases   of the Loans or Commitments to the extent permitted hereunder and the holding   of such Loans or Commitments and the payments and other transactions   contemplated herein in respect thereof and. (k) any customary transactions   with a Receivables Subsidiary effected as part of a Receivables Facility.   9.10End of Fiscal Years. The Borrower will, for financial reporting purposes,   cause each of its, and each of the Restricted Subsidiaries’, fiscal years to   end on dates consistent with past practice; provided, however, that the   Borrower may, upon written notice to the Administrative Agent change the   financial reporting convention specified above to and for any Restricted   Subsidiary whose fiscal years end Borrower or (y) any other financial   reporting convention (x) align the dates of such fiscal year on dates   different from those of the (including a change of fiscal year) reasonably   acceptable (suchconsent not to be unreasonably withheld or delayed) to the   Administrative Agent, in which case the Borrower and the Administrative Agent   will, and are #89832380v1 -128- 


    




 










hereby authorized   by the Lenders to, make any order to reflect such change in financial   reporting. adjustments to this Agreement that are necessary in #89832380v1   -129- 


    




 










9.11 Additional   Guarantors and Grantors. Subject to any applicable limitations set forth in   the Security Documents, the Borrower will cause each direct or indirect   Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased   or acquired after the Closing Date (including pursuant to a Permitted   Acquisition), and each other Subsidiary that ceases to constitute an Excluded   Subsidiary, within 60 days from the date of such formation, acquisition or   cessation, as applicable (or such longer period as the Administrative Agent   may agree in its reasonable discretion), and the Borrower may at its option   cause any other Domestic Subsidiary, to execute a supplement to each of the   Guarantee and the Security Agreement in order to become a Guarantor under the   Guarantee and a grantor under such Collateral Agent, enter into existing   Security Documents Security Documents or, to the extent reasonably requested   by the a new Security Document substantially consistent with the analogous   and otherwise in form and substance reasonably satisfactory to the Collateral   Agent and take all other action reasonably requested by the Collateral Agent   to grant a perfected security interest in its assets to substantially the   same extent as created and perfected by the Credit Parties on the Closing   Date and pursuant to Section 9.14(d) in the case of such Credit Parties. For   the avoidance of doubt, no Credit Party or any Restricted Subsidiary that is   a Domestic Subsidiary shall be required to take any action outside the United   States to perfect any security interest in the Collateral (including the execution   of any agreement, document or other instrument governed by the law of any   jurisdiction other than the United States, any State thereof or the District   of Columbia). 9.12 Pledge of Additional Stock and Evidence of Indebtedness.   Subject to any applicable limitations set forth in the Security Documents and   other than (x) when in the reasonable determination of the Administrative   Agent and the Borrower (as agreed to in writing), the cost or other   consequences of doing so would be excessive in view of the benefits to be   obtained by the Lenders therefrom or (y) to the extent doing so would result   in material adverse tax consequences to the Borrower or any of its   Subsidiaries, as reasonably determined by the Borrower in consultation with   the Administrative Agent, the Borrower will cause (i) all certificates   representing Capital Stock and Stock Equivalents of any Restricted Subsidiary   (other than any Excluded Stock and Stock Equivalents) held directly by the   Borrower or any other Credit Party, (ii) all evidences of Indebtedness in   excess of $5.0 million received by the Borrower or any of the Guarantors in   connection with any disposition of assets pursuant to Section 10.4(b), and   (iii) any promissory notes executed after the Closing Date evidencing   Indebtedness in excess of $5.0 million at the time such promissory note is   executed; of the Borrower or any Subsidiary that is owing to the Borrower or   any other Credit Party, in each case, to be delivered to the Collateral Agent   as security for the Obligations accompanied by undated instruments of   transfer executed in blank pursuant to the terms of the Security Documents.   Notwithstanding the foregoing any promissory note among the Borrower and/or   its Subsidiaries need not be delivered to the Collateral Agent so long as (i)   a global intercompany note superseding such promissory note has been   delivered to the Collateral Agent, (ii) such promissory note is not delivered   to any other party other than the Borrower or any other Credit Party, in each   case, owed money thereunder, and (iii) such promissory note indicates on its   face that it is subject to the security interest of the Collateral Agent.   9.13 Use of Proceeds. (a) The Borrower will use the proceeds of the Initial   Term Loans and up to $10 million of the proceeds of borrowing by it under the   Revolving Credit Facility on the Closing Date and its cash on hand to effect   the Transactions. (b) The Borrower will use Letters of Credit, Revolving   Loans and Swingline Loans for working capital and for other general corporate   purposes (including any other transactions not prohibited by the Credit   Documents). #89832380v1 -130- 


    




 










(c) The   Borrower will not request any Borrowing, and the Borrower shall not use, and   shall procure that its Subsidiaries and its or their respective directors,   officers, employees and agents shall not use the proceeds of any Borrowing   (A) in furtherance of an offer, payment, promise to pay, or authorization of   the payment or giving of money, or anything else of value, to any Person in   violation of any Anti-Corruption Laws, (B) for the purpose of funding,   financing or facilitating any activities, business or transaction of or with   any Sanctioned Person, or in any Sanctioned Country or (C) in any manner that   would result in the violation of any Sanctions applicable to any party   hereto. 9.14 Further Assurances. (a) Subject to the terms of Sections 9.11   and 9.12, this Section 9.14 and the Security Documents, the Borrower will,   and will cause each other Credit Party to, execute any and all further   documents, financing statements, agreements, and instruments, and take all   such further actions (including the filing and recording of financing   statements, fixture filings, mortgages, deeds of trust, intellectual property   security agreements and other documents) that may be required under any   applicable law, or that the Collateral Agent or the Required Lenders may   reasonably request, in order to grant, preserve, protect, and perfect the   validity and priority of the security interests created or intended to be   created by the applicable Security Documents, all at the expense of the   Borrower and the Restricted Subsidiaries. (b) Subject to any applicable   limitations set forth in the Security Documents and other than (x) when in   the reasonable determination of the Administrative Agent and the Borrower (as   agreed to in writing), the cost or other consequences of doing so would be   excessive in view of the benefits to be obtained by the Lenders therefrom or   (y) to the extent doing adverse tax consequences to the Borrower or any of   its Subsidiaries, the Borrower in consultation with the Administrative Agent,   if any so would result in material as reasonably determined by assets (other   than Excluded Property) (including any real estate or improvements thereto or   any interest therein but excluding any real estate which the applicable   Credit Party intends to dispose of pursuant to a Permitted Sale Leaseback so   long as actually disposed of within 270 days of acquisition (or such longer   period as the Administrative Agent may reasonably agree)) are acquired by the   Borrower or any other Credit Party after the Closing Date (other than assets   constituting Collateral under a Security Document that become subject to the   Lien of the applicable Security Document upon acquisition thereof) that are   of a nature secured by a Security Document or that constitute a fee interest   in real property in the United States, the Borrower will notify the   Collateral Agent, and, if requested by the Collateral Agent, the Borrower   will cause such assets to be subjected to a Lien securing the Obligations   (provided, however, that in the event any Mortgage delivered pursuant to this   clause (b) shall incur any mortgage recording tax or similar charges in   connection withthe recording thereof, such Mortgage shall not secure an   amount in excess of the Fair Market Value of the applicable Mortgaged   Property) and will take, and cause the other applicable Credit Parties to   take, such actions as shall be necessary or reasonably requested by the   Collateral Agent, as soon as commercially reasonable but in no event later   than 90 days (but in no event prior to forty-five (45) days after the   Borrower has given notice of such acquisition to the Administrative Agent and   in no event prior to the Borrower receiving confirmation from the applicable   Lender(s) that flood insurance due diligence and compliance in accordance   with Section 9.3 hereof has been completed, or such longer period as the   applicable Lender(s) may agree in its sole reasonable discretion), unless   extended by the applicable Lender(s) in its sole discretion, to grant and   perfect such Liens consistent with the applicable requirements of the   Security Documents, including actions described in clause (a) of this Section   9.14. (c) Any Mortgage delivered to the Administrative Agent in accordance   with the preceding #89832380v1 -131- 


    




 










clause (b)   shall, if requested by the Collateral Agent, be received as soon as   commercially reasonable but in no event by the later than 90 days (except as   set forth in the preceding clause (b)), unless extended #89832380v1 -132- 


    




 










Administrative   Agent acting reasonably and accompanied by (x) a policy or policies (or an   unconditional binding commitment therefor to be replaced by a final title   policy) of title insurance issued by a nationally recognized title insurance   company (each such policy, a “Title Policy”), in such amounts as reasonably   acceptable to the Administrative Agent not to exceed the Fair Market Value of   the applicable Mortgaged Property, insuring the Lien of each Mortgage as a   valid first Lien on the Mortgaged Property described therein, free of any   other Liens except as expressly permitted by Section 10.2 or as otherwise   permitted by the Administrative Agent and otherwise in form and substance   reasonably acceptable to the Administrative Agent and the Borrower, together with   such endorsements, coinsurance and reinsurance as the Administrative Agent   may reasonably request but only to the extent such endorsements are (i)   available in the relevant jurisdiction (provided in no event shall the   Administrative Agent request a creditors’ rights endorsement) and (ii)   available at commercially reasonable rates, (y) an opinion of local counsel   to the applicable Credit Party in form and substance reasonably acceptable to   the Administrative Agent, (z) a completed “Life-of-Loan” Federal Emergency   Management Agency Standard Flood Hazard Determination, and if any   improvements on such Mortgaged Property are located in a special flood hazard   area, (i) a notice about special flood hazard area status and flood disaster   assistance duly executed by the applicable Credit Parties and (ii)   certificates of insurance evidencing the insurance required by Section 9.3 in   form and substance reasonably satisfactory to the Administrative Agent, and   (aa) an ALTA survey in a form and substance reasonably acceptable to the   Collateral Agent or such existing survey together with a no-change affidavit   sufficient for the title company to remove all standard survey exceptions   from the Title Policy related to such Mortgaged Property and issue the   endorsements required in (x) above. (d) Post-Closing Covenant. The Borrower   agrees that it will, or will cause its relevant Subsidiaries to, (i) complete   each of the actions described on Schedule 9.14 as soon as commercially   reasonable and by no later than the date set forth in Schedule 9.14 with   respect to such action or such later date as the Administrative Agent may   reasonably agree. and (ii) prior to December 31, 2018 (or such longer period   as may be extended by the Agent with the consent of the Required Lenders),   deliver Control Agreements with respect to each deposit account and   securities account of the Credit Parties, each duly executed by, in addition   to the applicable Credit Party, the applicable financial institution, as the   depositary bank, and the Agent, as the secured party. 9.15 Maintenance of   Ratings. The Borrower will use commercially reasonable efforts to specific   rating) a corporate family and/or corporate applicable, and ratings in   respect of the Term Loans obtain and maintain (but not maintain any credit   rating in respect of the Borrower, as provided pursuant to this Agreement, in   each case, from each of S&P and Moody’s. 9.16 Lines of Business. The   Borrower and the Restricted Subsidiaries, taken as a whole, will not   fundamentally and substantively alter the character of their business, taken   as a whole, from the business conducted by the Borrower and the Subsidiaries,   taken as a whole, on the Closing Date and other business activities which are   extensions thereof or otherwise incidental, synergistic, reasonably related,   orancillary to any of the foregoing (and non-core incidental businesses   acquired in connection with any Permitted Acquisition or permitted   Investment). Section 10.Negative Covenants. The Borrower hereby covenants and   agrees that on the Closing Date (immediately after consummation of the   Acquisition) and thereafter, until the Commitments, the Swingline Commitment   and each Letter of Credit have terminated or been collateralized in   accordance with the terms of this Agreement and the Loans and Unpaid Drawings,   together with interest, Fees, and all other #89832380v1 -133- 


    




 









 



Obligations   incurred hereunder (other than contingent indemnity obligations as to which   no valid demand has been made, Secured Hedge Obligations, Secured Cash   Management Obligations and Letters of Credit, collateralized in accordance   with the terms of this Agreement), are paid in full: #89832380v1 -134- 


    




 










10.1 Limitation   on Indebtedness. The Borrower will not, and will not permit any of its   Restricted Subsidiaries to create, incur, issue, assume, guarantee or   otherwise become liable, contingently or otherwise (collectively, “incur” and   collectively, an “incurrence”) with respect to any Indebtedness (including   Acquired Indebtedness), except that the foregoing limitations will not apply   to: (a) Indebtedness arising under the Credit Documents; (b) Date listed (i)   Indebtedness (including any unused commitment) outstanding on the Closing on   Schedule 10.1 and (ii) intercompany Indebtedness (including any unused   commitment) outstanding on the Closing Date listed on Schedule 10.1; (c)   Indebtedness (including Capitalized Lease Obligations) to finance the   purchase, lease, construction, installation, maintenance, replacement or   improvement of property (real or personal) or equipment that is used or   useful in the business of the Borrower or any Restricted Subsidiary or a   Similar Business, whether through the direct purchase of assets or the   Capital Stock of any Person owning such assets and Indebtedness arising from   the conversion of the obligations of the Borrower or any Restricted   Subsidiary under or pursuant to any “synthetic lease” transactions to   on-balance sheet Indebtedness of the Borrower or such Restricted Subsidiary,   in an aggregate principal amount which, when aggregated with the principal   amount of all other Indebtedness then outstanding and incurred pursuant to   this clause (c) and all Refinancing Indebtedness incurred to refinance any   other Indebtedness incurred pursuant to this clause (d), does not exceed the   greater of (x) $20.0 million and (y) 1.0% of Consolidated Total Assets for   the most recently ended Test Period (calculated on a Pro Forma Basis) at the   time of incurrence; provided that Capitalized Lease Obligations incurred by   the Borrower or any Restricted Subsidiary pursuant to this clause (c) in   connection with a Permitted Sale Leaseback shall not be subject to the   foregoing limitation so long as the proceeds of such Permitted Sale Leaseback   are used by the Borrower or such Restricted Subsidiary to permanently repay   outstanding Term Loans or other Indebtedness secured by a Lien on the assets   subject to such Permitted Sale Leaseback (excluding any Lien ranking junior   to the Lien securing the Obligations);; (d)Indebtedness (including letter of   credit obligations consistent with past practice constituting reimbursement   obligations with respect to letters of credit issued in the ordinary course   of business), in respect of workers’ compensation claims, deferred   compensation, performance or surety bonds, health, disability or other   employee benefits or property, casualty or liability insurance or   self-insurance or other Indebtedness with respect to reimbursement or   indemnification type obligations regarding workers’ compensation claims,   performance or surety bonds, health, disability or other employee benefits or   property, casualty or liability insurance or self-insurance; (e)Indebtedness   arising from agreements of the Borrower or a Restricted Subsidiary providing   for indemnification, adjustment of purchase price, earnout or similar   obligations, in each case, incurred or assumed in connection with the   acquisition or disposition of any business, assets or a Subsidiary or other   Person, other than guarantees of Indebtedness incurred by any Person   acquiring all or any portion of such business, assets or a Subsidiary for the   purpose of financing such acquisition; (f) [reserved]; #8983238089847286v115   -135- 


    




 










(g)   Indebtedness of the Borrower or a Restricted Subsidiary owing to the Borrower   or another Restricted Subsidiary; provided that if the Borrower or a   Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is   not a Guarantor, such Indebtedness is subordinated in right of payment to the   Guarantee of such Guarantor as the case may be (it being understood that any   such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor   shall be permitted 10.6); provided, further, that any other event which   results to the extent permitted as an Investment pursuant to Section any   subsequent issuance or transfer of any Capital Stock or in any such   Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other   subsequent transfer of any such Indebtedness (except to the Borrower or   another Restricted Subsidiary) shall be deemed, in each case to be an   incurrence of such Indebtedness not permitted by this clause; (h) shares of   preferred stock of a Restricted Subsidiary issued to the Borrower or another   Restricted Subsidiary; provided that any subsequent issuance or transfer of   any Capital Stock or any other event which results in any such Restricted   Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent   transfer of any such shares of preferred stock (except to the Borrower or   another Restricted Subsidiary) shall be deemed in each case to be an issuance   of such shares of preferred stock not permitted by this clause; (i)   purposes); Hedging Obligations (excluding Hedging Obligations entered into   for speculative (j) bonds and Restricted (i) obligations in respect of   self-insurance, performance, bid, appeal, and surety completion guarantees   and similar obligations provided by the Borrower or any Subsidiary or (ii)   obligations in respect of letters of credit, bank guarantees or similar   instruments related thereto, in each case, in the ordinary course of business   or consistent with past practice; (k) Indebtedness not otherwise permitted   hereunder in an aggregate principal amount not to exceed the greater of (x)   $100.0 million and (y) 5.0% of Consolidated Total Assets for the most   recently ended Test Period (calculated on a Pro Forma Basis) at the time of   incurrence$50.0 million; (l) Indebtedness incurred or issued to refinance any   Indebtedness incurred under clause (b) above, this clause (l), and clauses   (m) and (x) below or any Indebtedness incurred or issued to so refinance,   replace, refund, extend, renew, defease, restructure, amend, restate or   otherwise modify (collectively, “refinance”) such Indebtedness (the   “Refinancing Indebtedness”) prior Indebtedness toits   respectivematurity;provided that suchRefinancing (1) has a weighted average   life to maturity at the time such Refinancing Indebtedness is incurred which   is not less than the remaining weighted average life to maturity of the   Indebtedness, Disqualified Stock or preferred stock being refinanced, (2) to   the extent such Refinancing Indebtedness refinances (i) Indebtedness that is   unsecured or secured by a Lien ranking junior to the Liens securing the   Obligations, such Refinancing Indebtedness is unsecured or secured by a Lien   ranking junior to the Liens securing the Obligations and (ii) Indebtedness   subordinated to the Obligations, such Refinancing Indebtedness is   subordinated to the Obligations at least to the same extent as the   Indebtedness being Refinanced and, (3) shall not include Indebtedness of a   Subsidiary of the Borrower that is not a Guarantor that refinances   Indebtedness of the Borrower or a Guarantor;, (4) to the extent such   Refinancing Indebtedness refinances the Convertible Notes, such Refinancing   Indebtedness has a weighted #8983238089847286v115 -136- 


    




 










average life to   maturity at the time such Refinancing Indebtedness is incurred that is at   least 181 days greater than the Latest Term Loan Maturity Date and (5) shall   not rank superior in the capital structure of the Borrower or any applicable   Restricted Subsidiary to the Indebtedness being refinanced, including by   virtue of such Refinancing Indebtedness being secured by a Lien where the   Indebtedness being refinanced by such secured Refinancing Indebtedness is   unsecured; (m) finance an Borrower Indebtedness of (x) the Borrower or a   Restricted Subsidiary incurred or issued to acquisition, merger, or   consolidation, or (y) Persons that are acquired by the #8983238089847286v115   -137- 


    




 










or any   Restricted Subsidiary or merged into or consolidated with the Borrower or a   Restricted Subsidiary in accordance with the terms hereof (including   designating an Unrestricted Subsidiary a Restricted Subsidiary); provided   that after giving effect to any such acquisition, merger, consolidation or   designation described in this clause (m), (i) in the case of such   Indebtedness that is unsecured or Junior Debt (A) either (1) the Fixed Charge   Coverage Ratio of the Borrower and Restricted Subsidiaries would be at least   2.00:1.00 or (2) the Fixed Charge Coverage Ratio of the Borrower and the   Restricted Subsidiaries is equal to or greater than that immediately prior to   such acquisition, merger, consolidation or designation or (B) the   Consolidated Total Debt to Consolidated EBITDA Ratio (calculated on a Pro   Forma Basis) shall be either (1) less than or equal to the Consolidated Total   Debt to Consolidated EBITDA Ratio immediately prior to such acquisition,   merger, consolidation or designation or (2) less than or equal to 4.50:1.00   and (ii) in the case of such Indebtedness secured on an equal priority basis   (but without regard to the control of remedies) with Liens on the Collateral   securing the Obligations, Consolidated First Lien Securedthe Consolidated   Total Debt to Consolidated EBITDA Ratio (calculated on a Pro Forma Basis)   shall be less than or equal to 3.04.50:1.00; provided, however, that any   Indebtedness in the form of a term loan B or similar form of institutional   term loan incurred pursuant to clause (ii) of the immediately preceding   proviso shall be subject to the MFN Protection; provided, further that the   amount of Indebtedness (other than Acquired Indebtedness) that may be   incurred pursuant to this clause (m) by Restricted Subsidiaries that are not   Guarantors shall not exceed (I) the greater of (x) $100.0 million and (y)   5.0% of Consolidated Total Assets for the most recently ended Test Period   (calculated on a Pro Forma Basis)$25.0 million less (II) the aggregate amount   of Indebtedness incurred by Restricted Subsidiaries that are not Guarantors   pursuant to clauses (q) and (x) of this Section 10.1, at any one time   outstanding; (n) check, draft business; Indebtedness arising from the   honoring by a bank or other financial institution of or similar instrument drawn   against insufficient funds in the ordinary course of a (o) (i) Indebtedness   supported by a letter of credit, in a principal amount not in excess of the   stated amount of such letter of credit so long as such letter of credit is   otherwise permitted to be incurred pursuant to this Section 10.1 or (ii)   obligations in respect of letters of support, guarantees or similar   obligations issued, made or incurred for the benefit of any Subsidiary of the   Borrower to the extent required by law or in connection with any statutory   filing or the delivery of audit opinions performed in jurisdictions other   than within the United States; (p) (1) any guarantee by the Borrower or a   Restricted Subsidiary of Indebtedness or other obligations of any Restricted   Subsidiary so long as in the case of a guarantee of Indebtedness by a   Restricted Subsidiary that is not a Guarantor, such Indebtedness could have   been incurred directly by the Restricted Subsidiary providing such guarantee   or (2) anyand in the case of guarantee by the Borrower or a Guarantor of   Indebtedness of a Restricted Subsidiary of Indebtedness of the Borrowerthat   is not a Guarantor, such guarantee is permitted under Section 10.6 (other   than clause (j) thereof); (q) Indebtedness of Restricted Subsidiaries that   are not Guarantors in the aggregate at any one time outstanding not to exceed   (I) the greater of (x) $100.0 million and (y) 5.0% of Consolidated Total   Assets for the most recently ended Test Period (calculated on a Pro Forma   Basis)$25.0 million less (II) the aggregate amount of Indebtedness incurred   by Restricted Subsidiaries that are not Guarantors pursuant to clauses (m)   and (x) of this Section #89832380v1 -138- 


    




 










10.1, at any   one time outstanding; (r) Indebtedness of the Borrower or any of the   Restricted Subsidiaries consisting of (i) the financing supply of insurance   premiums or (ii) take or pay obligations contained in #89832380v1 -139- 


    




 










arrangements in   each case, incurred in the ordinary course of business or consistent with   past practice; (s) (i) Indebtedness of the Borrower or any of the Restricted   Subsidiaries undertaken in connection with cash management and related   activities with respect to any Subsidiary or joint venture in the ordinary   course of business, including with respect to financial accommodations of the   type described in the definition of Cash Management Services and (ii)   Indebtedness owed on a short term basis of no longer than 30 days to banks   and other financial institutions incurred in the ordinary course of business   of the Borrower and its Restricted Subsidiaries with such banks orfinancial   institutions that arises in connection with ordinary banking arrangements to   manage cash balances of the Borrower and its Restricted Subsidiaries; (t)   Restricted employees Indebtedness consisting of Indebtedness issued by the   Borrower or any of the Subsidiaries to future, current or former officers,   directors, managers and thereof, their respective estates, spouses or former   spouses, in each case to finance the purchase or redemption of Equity   Interests of the Borrower to the extent permitted by Section 10.5 and 10.6;   (u) Indebtedness in respect of (i) Permitted Other Indebtedness to the extent   that the Net Cash Proceeds therefrom are applied to the prepayment of Term   Loans in the manner set forth in Section 5.2(a)(i) and (ii) any refinancing,   refunding, renewal or extension of any Indebtedness specified in subclause   (i) above; provided that (x) the principal amount of any such Indebtedness is   not increased above the principal amount thereof outstanding renewal or   extension (except for any of fees, expenses, and premium and immediately   prior to such refinancing, refunding, original issue discount thereon and the   amount accrued and unpaid interest in connection with such refinancing) and   (y) such Indebtedness otherwise complies with the definition of Permitted   Other Indebtedness; (v) Indebtedness in respect of (i) Permitted Other   Indebtedness; provided that the aggregate principal amount of all such   Permitted Other Indebtedness issued or incurred pursuant to this subclause   (i) shall not exceed the Maximum Incremental Facilities Amount, and (ii) any   refinancing, refunding, renewal or extension of any Indebtedness specified in   subclause (i) above; provided that (x) the principal amount of any such   Indebtedness is not increased above the principal amount thereof outstanding   immediately prior to such refinancing, refunding, renewal or extension   (except for any original issue discount thereon and the amount of fees,   expenses and premium and accrued and unpaid interest in connection with such   refinancing) and (y) such Indebtedness otherwise complies with the definition   of Permitted Other Indebtedness and (iii) any such Indebtedness in the form   of a term loan B or similar form of institutional term loan incurred pursuant   to this clause (v) shall be subject to the MFN Protection; (w) (i)   Indebtedness in respect of Permitted Debt Exchange Notes incurred pursuant to   a Permitted Debt Exchange in accordance with Section 2.15 (and which does not   generate any additional proceeds) and (ii) any refinancing, refunding,   renewal or extension of any Indebtedness specified in subclause (i) above;   provided that (x) the principal amount of any such Indebtedness is not   increased above the principal amount thereof outstanding immediately prior to   such refinancing, refunding, renewal or extension (except for any original   issue discount thereon and the amount of fees, expenses, and premium and   accrued and unpaid interest in connection with such refinancing) and (y) such   Indebtedness otherwise complies with the definition of Permitted Other   Indebtedness; and[reserved]; and #8983238089847286v115 -140- 


    




 










(x) unlimited   Indebtedness, so long as (i) in the case of such Indebtedness secured on an   equal priority basis (but without regard to the control of remedies) with   Liens on the Collateral securing the Obligations, Consolidated First Lien   Secured Debt to Consolidated EBITDA Ratio (calculated on a Pro Forma Basis)   shall be less than or equal to 3.00:1.00; provided, however, that any   Indebtedness in the form of a term loan B or similar form of institutional   term loan incurred pursuant to this clause (i) shall be subject to the MFN   Protection, or (ii) in the case of such Indebtedness that is unsecured or   Junior Debt, (ii) the Consolidated Total Debt to Consolidated EBITDA Ratio   (calculated on a Pro Forma Basis) shall be less than or equal to 4.50:1.00   and (iii) such Indebtedness complies with clauses (a), (b) and (d) of the   definition of Permitted Other Indebtedness; provided that the amount of   Indebtedness that may be incurred pursuant to this clause (x) by Restricted   Subsidiaries that are not Guarantors shall not exceed (I) the greater of (x)   $100.0 million and (y) 5.0% of Consolidated Total Assets for the most   recently ended Test Period (calculated on a Pro Forma Basis)$25.0 million   less (II) the aggregate amount of Indebtedness incurred by Restricted   Subsidiaries that are not Guarantors pursuant to clauses (m) and (q) of this   Section 10.1, at any one time outstanding. For purposes of determining   compliance with this Section 10.1: (i) in the event that an item of   Indebtedness (or any portion thereof) meets the criteria of more than one of   the categories of permitted Indebtedness described above, the Borrower, in   its sole discretion, will classify and may reclassify (including within the   definition of Maximum Incremental Facilities Amount) such item of   Indebtedness (or any portion thereof) and will only be required to include   the amount and type of such Indebtedness in one of the above clauses or   paragraphs; and (ii) at the time of incurrence, the Borrower will be entitled   to divide and classify an item of Indebtedness in more than one of the types   of Indebtedness described in this Section 10.1. Accrual of interest or   dividends, the accretion of accreted value, the accretion or amortization of   original issue discount and the payment of interest or dividends in the form   of additional Indebtedness will not be deemed to be an incurrence of Indebtedness   for purposes of this covenant. Any Refinancing Indebtedness shall be deemed   to include additional Indebtedness incurred to pay premiums (including   reasonable tender premiums), defeasance costs, fees, and expenses in   connection with such refinancing. For purposes of determining compliance with   any Dollar-denominated restriction on the incurrence of Indebtedness, the   principal amount of Indebtedness denominated in another currency shall be   calculated based on the relevant currency exchange rate in effect on the date   such Indebtedness was incurred, in the case of term debt, or first committed,   in the case of revolving credit debt; provided that if such Indebtedness is   incurred to refinance other Indebtedness denominated in another currency, and   such refinancing would cause the applicable Dollar-denominated restriction to   be exceeded if calculated at the relevant currency exchange rate in effect on   the date of such refinancing, such Dollar-denominated restriction shall be   deemed not to have been exceeded so long as the principal amount of such   refinancing Indebtedness does not exceed (i) the principal amount of such   Indebtedness being refinanced plus (ii) the aggregate amount of fees,   underwriting discounts, premiums, and other costs and expenses and accrued and   unpaid interest incurred in connection with such refinancing. The principal   amount of any Indebtedness incurred to refinance other Indebtedness, if   incurred in a different currency from the Indebtedness being refinanced,   shall be calculated based on the currency exchange rate applicable to the   currencies in which such respective Indebtedness is denominated that is in   effect on the date of such refinancing. This Agreement will not treat (1)   unsecured Indebtedness as subordinated or junior to secured Indebtedness   merely because it is unsecured or (2) senior Indebtedness as subordinated or   junior to -130-#8983238089847286v115 


    




 










any other   senior Indebtedness merely because it has a junior priority with respect to   the same collateral. -131-#8983238089847286v115 


    




 










10.2 Limitation   on Liens. (a) incur, assume The Borrower will not, and will not permit any of   its Restricted Subsidiaries to, create, or suffer to exist any Lien upon any   property or assets of any kind (real or personal, tangible or intangible) of   the Borrower or any Restricted Subsidiary, whether now owned or hereafter   acquired (each, a “Subject Lien”) that secures obligations under any   Indebtedness on any asset or property of the Borrower or any Restricted   Subsidiary, except: if such Subject Lien is a Permitted Lien. (i) (ii) if   such Subject Lien is a Permitted Lien; and in the case of any Subject Lien on   assets or property not constituting Collateral, any Subject Lien if (i) the   Obligations are equally and ratably secured with (or on a senior basis to, in   the case such Subject Lien secures any Junior Debt) the obligations secured   by such Subject Lien or (ii) such Subject Lien is a Permitted Lien. (b) Any   Lien created for the benefit of the Secured Parties pursuant to the preceding   paragraph shall provide by its terms that such Lien shall be automatically   and unconditionally be released and discharged upon the release and discharge   of the Subject Lien that gave rise to the obligation to so secure the   Obligations. 10.3 Limitation on Fundamental Changes. The Borrower will not,   and will not permit any of its Restricted Subsidiaries to, enter into any   merger, consolidation or amalgamation, or liquidate, wind up or dissolve   itself (or suffer any liquidation or dissolution), or convey, sell, lease,   assign, transfer or otherwise dispose of, all or substantially all its   business units, assets or other properties, except that: (a) so long as no   Event of Default has occurred and is continuing or would result therefrom,   any Subsidiary of the Borrower or any other Person may be merged, amalgamated   or consolidated with or into the Borrower; continuing or surviving corporation;   provided that the Borrower shall be the (b) so long as no Event of Default   has occurred and is continuing or would result any other Person (in each   case, other than therefrom, any Subsidiary of the Borrower or the Borrower)   may be merged, amalgamated or consolidated with or into any one or more   Subsidiaries of the Borrower; provided that (i) in the case of any merger,   amalgamation or consolidation involving one or more Restricted Subsidiaries,   (A) a Restricted Subsidiary shall be the continuing or surviving Person or   (B) the Borrower shall cause the Person formed by or surviving any such   merger, amalgamation or consolidation (if other than a Restricted Subsidiary)   to become a Restricted Subsidiary, (ii) in the case of any merger,   amalgamation or consolidation involving one or more Guarantors, a Guarantor   shall be the continuing or surviving Person or the Person formed by or   surviving any such merger, amalgamation or consolidation and if the surviving   Person is not already a Guarantor, such Person shall execute a supplement to   the Guarantee and the relevant Security Documents in form and substance   reasonably satisfactory to the Administrative Agent in order to become a   Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for   the benefit of the Secured Parties, and (iii) the Borrower shall have   delivered to the Administrative Agent an officer’s certificate stating that   such merger, amalgamation or consolidation and any such supplements to any   Security Document preserve the enforceability of the Guarantees and the   perfection and priority of the Liens under the applicable Security Documents;   (c) the Transactions may be consummated; -132-#8983238089847286v115 


    




 










(d) (i) any   Restricted Subsidiary that is not a Credit Party may convey, sell, lease,   assign, transfer or otherwise dispose of any or all of its assets (upon   voluntary liquidation or dissolution or otherwise) to the Borrower or any   other Restricted Subsidiary or (ii) any Credit Party (other than the   Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of   any or all of its assets (upon voluntary liquidation or dissolution or   otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell,   lease, assign, transfer or otherwise dispose of any or all of its assets   (upon voluntary liquidation or dissolution or otherwise) to a Credit Party;   provided that the consideration for any such disposition by any Person other   than a Guarantor shall not exceed the fair value of such assets; and (f) any   Restricted Subsidiary may liquidate or dissolve if the Borrower determines in   good faith that such liquidation or dissolution is in the best interests of   the Borrower and is not materially disadvantageous to the Lenders; and. (g)   the Borrower and the Restricted Subsidiaries may consummate a merger,   dissolution, liquidation, consolidation, investment or conveyance, sale,   lease, assignment or disposition, the purpose of which is to effect an Asset   Sale (which for purposes of this Section 10.3(g), will include any   disposition below the dollar threshold set forth in clause (d) of the   definition of “Asset Sale”) permitted by Section 10.4 or an investment   permitted pursuant to Section 10.6. 10.4 Limitation on Sale of Assets.The   Borrower will not, and will not permit any of its Restricted Subsidiaries to,   consummate an Asset Sale, unless: (a)the Borrower or such Restricted   Subsidiary, as consideration at the time of such Asset Sale at least equal to   determined at the time of contractually agreeing to such Asset otherwise   disposed of; the case may be, receives the Fair Market Value (as Sale) of the   assets sold or (b) at the time of entering into the definitive documentation   with respect to such Asset Sale, no Event of Default shall have occurred and   be continuing; and (c) except in the case of a Permitted Asset Swap, if the   property or assets sold or otherwise disposed of, taken together with all   other dispositions of assets and issuances of Equity Interests in Restricted   Subsidiaries excepted from the definition of Asset Sales, have a Fair Market   Value in excess of the greater of (a) $20.0$5.0 million and (b) 1.0% of   Consolidated Total Assets for the most recently ended Test Period (calculated   on a Pro Forma Basis) at the time of such disposition, at least 75% of the consideration   therefor received by the Borrower or such Restricted Subsidiary, as the case   may be, is in the form of cash or Cash Equivalents; provided that the amount   of: (i) any liabilities (as reflected on the Borrower’s most recent   consolidated balance sheet or in the footnotes thereto, or if incurred or   accrued subsequent to the date of such balance sheet, such liabilities that   would have been reflected on the Borrower’s consolidated balance sheet or in   the footnotes thereto if such incurrence or accrual had taken place on or   prior to the date of such consolidated balance sheet, as determined in good   faith by the Borrower) of the Borrower, other than liabilities that are by   their terms subordinated to the Loans, that are assumed by the transferee of   any such assets (or are otherwise extinguished in connection with the   transactions relating to such Asset Sale) -133-#8983238089847286v115 


    




 










-134-#8983238089847286v115   


    




 










and for which   the Borrower and all such Restricted Subsidiaries have been validly released   by all applicable creditors in writing; (ii) any securities, notes or other   obligations or assets received by the Borrower or such Restricted Subsidiary   from such transferee that are converted by the Borrower or such Restricted   Subsidiary into cash or Cash Equivalents, or by their terms are required to   be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash   Equivalents received), in each case, within 180 days following the closing of   such Asset Sale; and (iii) Indebtedness, other than liabilities that are by   their terms subordinated to the Loans, that are of any Restricted Subsidiary   that is no longer a Restricted Subsidiary as a result of such Asset Sale, to   the extent that the Borrower and all Restricted Subsidiaries have been   validly released from any Guarantee of payment of such Indebtedness in   connection with such Asset Sale; and, (iv) any Designated Non-Cash   Consideration received by the Borrower or such Restricted Subsidiary in such   Asset Sale having an aggregate Fair Market Value, taken together with all   other Designated Non-Cash Consideration received pursuant to this clause (iv)   that is at that time outstanding, not to exceed the greater of $50.0 million   or 2.5% of Consolidated Total Assets at the time of the receipt of such   Designated Non-Cash Consideration, with the Fair Market Value of each item of   Designated Non-Cash Consideration being measured at the time received and   without giving effect to subsequent changes in value, shall be deemed to be   cash for purposes of this clause (b) of this provision and for no other   purpose. Within the Reinvestment Period After the Borrower’s or any   Restricted Subsidiary’s receipt of theNet Cash Proceeds of any Asset Sale,   any Permitted Non-Core Asset Disposition, or any transaction described in   clause (ii)(jj) of the definition of “Asset Sale,” the Borrower or such   Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale   Prepayment Event: (i) toimmediately prepay Loans; or Permitted Other   Indebtedness in accordance with Section 5.2(a)(i); and/or (ii) if the   Consolidated Total Debt to Consolidated EBITDA Ratio at the time of such   receipt is less than 3.50:1:00 (after giving effect to any such Asset Sale   described in this clause (c) but prior to giving effect to any prepayment of   the Loans described in this clause (c)), within the Reinvestment Period, to   make investments in the Borrower and its Subsidiaries; provided that the   Borrower and the Restricted Subsidiaries will be deemed to have complied with   this clause (ii) if and to the extent that, within the Reinvestment Period   after the Asset Sale that generated the Net Cash Proceeds, the Borrower or   such Restricted Subsidiary has entered into and not abandoned or rejected a   binding agreement or letter of intent to consummate any such investment   described in this clause (ii) with the good faith expectation that such Net   Cash Proceeds will be applied to satisfy such commitment within 180 days of   such commitment and, in the event any such commitment is later cancelled or   terminated for any reason before the Net Cash Proceeds are applied in   connection therewith, the Borrower or such Restricted Subsidiary prepays the   Loans in accordance with Section 5.2(a)(i). (d)Pending the final application   of any Net Cash Proceeds pursuant to this covenant, the Borrower or the   applicable Restricted Subsidiary may apply such Net Cash Proceeds #89832380v1   -135- 


    




 










temporarily to   reduce Indebtedness outstanding under the Revolving Credit Facility or any   other revolving credit facility or otherwise invest such Net Cash Proceeds in   any manner not prohibited by this Agreement. #89832380v1 -136- 


    




 










10.5 Limitation   on Restricted Payments. The Borrower will not, and will not permit any of its   Restricted Subsidiaries to, declare, pay or make, directly or indirectly, any   Restricted Payment, except: (a) the Borrower may declare and pay dividends   with respect to its Equity Interests payable solely in additional shares of   its common stock; (b) Interests; Restricted Subsidiaries may declare and pay   dividends ratably with respect to their Equity (c) option plans the Borrower   may make Restricted Payments pursuant to and in accordance with stock or   other benefit plans for management, employees or independent consultants of   the Borrower and its Restricted Subsidiaries; (d) the Borrower may make   Restricted Payments to pay for the repurchase, retirement or other acquisition   or retirement for value of Equity Interests of the Borrower held by any   future, present or former employee, director, manager or consultant of the   Borrower or any of its Subsidiaries, or their estates, descendants, family,   spouse or former spouse pursuant to any management equity plan or stock   option or phantom equity plan or any other management or employee benefit   plan or agreement, or any stock subscription or shareholder agreement;   provided that, except with respect to non-discretionary purchases, the   aggregate Restricted Payments made under this clause (d) subsequent(i) prior   to the Closing Date Waiver Finalization Date, do not exceed $300,000 and (ii)   after the Waiver Finalization Date, do not exceed in any calendar year the   greater of (a) $10.0 million and (b) 0.5% of Consolidated Total Assets for   the most recently ended Test Period (calculated on a Pro Forma Basis) (with   unused amounts in any calendar year being carried over to succeeding calendar   years);$5.0 million; (e) [reserved]; (f) the Borrower may purchase, redeem or   otherwise acquire Equity Interests issued by it with the proceeds received   from the substantially concurrent issuance of its Equity Interests; (g) the   Borrower may repurchase fractional shares of its Equity Interests arising out   of stock dividends, splits or combinations, business combinations or   conversions of convertible securities; (h) the Borrower or any Subsidiary may   receive or accept the return to the Borrower or any Restricted Subsidiary of   Equity Interests of the Borrower or any Subsidiary constituting a portion of   the purchase price consideration in settlement of indemnification claims; (i)   the Borrower or any Subsidiary may make payments or distributions to   dissenting stockholders pursuant to applicable law; (j) the Borrower may   repurchase its Equity Interests pursuant to its existing share repurchase   program announced on February 4, 2016 or any other stock repurchase program   or plan so long as (1) no Default or Event of Default has occurred and is   continuing prior to making any such repurchase or would arise after giving   effect (including giving effect on a pro forma basis) thereto and, (2) the   aggregate amount of such repurchases does not exceed $70 million and (3) at   the time of such repurchase, the Consolidated Total Debt to Consolidated   EBITDA Ratio is not greater than 3.50:1.00; (k) the Borrower may make other   Restricted Payments not otherwise permitted hereunder in an aggregate   principal amount not to exceed the sum of (I) the greater of (x) $100.0   million and (y) 5.0% of Consolidated Total Assets for the most recently ended   Test Period (calculated on a Pro Forma Basis) #8983238089847286v115 -137- 


    




 










at the time of   making such Restricted Payments$10.0 million minus (II) any Investments   pursuant to Section 10.6(z); #8983238089847286v115 -138- 


    




 










(l) therefrom   at so long as (x) no Event of Default shall have occurred and be continuing   or would result the time of declaration thereof and (y) with respect to   Restricted Payments made in reliance on clause (b) of the definition of   “Available Amount” only, after giving effect thereto on a Pro Forma Basis,   thethe Consolidated Total Debt to Consolidated EBITDA Ratio is not greater   than 3.50 to 1.00, the Borrower may make Restricted Payments in an amount not   to exceed the Available Amount; (m) the distribution, by dividend or   otherwise, of shares of Capital Stock of, or Indebtedness owed to the   Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than   Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash   Equivalents); and[reserved]; and (n) so long as no Event of Default shall   have occurred and be continuing at the time of declaration thereof, the   Borrower may make additional Restricted Payments so long as, after giving   effect thereto on a Pro Forma Basis, the Consolidated Total Debt to   Consolidated EBITDA Ratio is not greater than 2.50:1.00. The Borrower will   not permit any Unrestricted Subsidiary to become a Restricted Subsidiary   except pursuant to the last sentence of the definition of Unrestricted   Subsidiary. For purposes of designating any Restricted Subsidiary as an   Unrestricted Subsidiary, all outstanding Investments by the Borrower and the   Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so   designated will be deemed to be Restricted Payments in an amount determined   as set forth in the last sentence of the definition of Investment. Such   designation will be permitted only if a Restricted Payment in such amount   would be permitted at such time, and if such Subsidiary otherwise meets the   definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not   be subject to any of the restrictive covenants set forth in this Agreement.   10.6Limitation on Investments. The Borrower will not, and will not permit any   of its Restricted Subsidiaries to, make, purchase, oracquire any Investments,   except (each, a “Permitted Investment”): (a) any Investment in the Borrower   or any Restricted Subsidiary; provided that Investments by the Borrower or a   Guarantor in Restricted Subsidiaries that are not Guarantors, in each case   from the Borrower or a Guarantor to a Restricted Subsidiary that is not a   Guarantor, pursuant to this clause (a), taken together with any disposition   of property or assets or issuance of securities made pursuant to clause (e)   of the definition of Asset Sales, shall not exceed $25 million; (a) shall not   exceed (x) the greater of (i) $50.0 million and (ii) 2.5% of Consolidated   Total Assets for the most recently ended Test Period (calculated on a Pro   Forma Basis) less (y) the amount of any Investments in Restricted   Subsidiaries that are not Guarantors made pursuant to clause (h) below, at   the time of such Investment (with the Fair Market Value of each Investment   being measured at the time made and without giving effect to subsequent   changes in value) in the aggregate; (b) any Investment in cash, Cash   Equivalents, or Investment Grade Securities at the time such Investment is   made; (c) (i) any transactions or Investments otherwise made in connection   with the Transactions and in accordance with the Acquisition Agreement and   (ii) so long as the Consolidated Total Debt to Consolidated EBITDA Ratio is   not greater than 3.50 to 1.00 and the Borrower is in pro forma compliance   with the covenants set forth in Section 10.9 as of the date of such   Investment (after giving effect to such Investment), any Investment by the   Borrower or any Restricted Subsidiary in a Person that is engaged in a   Similar Business if as a result of such Investment (a “Permitted   Acquisition”), (1) such #8983238089847286v115 -139- 


    




 










Person becomes   a Restricted Subsidiary or (2) such Person, in one transaction or a series of   related transactions, is merged, consolidated, or amalgamated with or into,   or transfers or conveys substantially all of its assets to, or is liquidated   into, the Borrower or a Restricted Subsidiary, and, in each case, any   Investment held by such Person; provided that such Investment was not   acquired by such Person in contemplation of such acquisition , merger,   consolidation, or transfer; and provided, further that Investments in Persons   that become Restricted Subsidiaries that are not Guarantors pursuant to this   clause (c)(ii) shall not exceed $10 million; (d) any Investment in securities   or other assets not constituting cash, Cash Equivalents, or #8983238089847286v115   -140- 


    




 










Investment   Grade Securities and received in connection with an Asset Sale made pursuant   to Section 10.4 or any other disposition of assets not constituting an Asset   Sale; (e) (i) any Investment existing or contemplated on the Closing Date   and, in each case, listed on Schedule 10.6 and (ii) Investments consisting of   any modification, replacement, renewal, reinvestment, or extension of any   such Investment; provided that the amount of any such Investment is not   increased from the amount of such Investment on the Closing Date except   pursuant to the terms of such Investment (including in respect of any unused   commitment), plus any accrued but unpaid interest (including any portion   thereof which is payable in kind in accordance with the terms of such   modified, extended, renewed, or replaced Investment) and premium payable by   the terms of such Indebtedness thereon and fees and expenses associated   therewith as of the Closing Date; (f) any Investment acquired by the Borrower   or any Restricted Subsidiary (i) in exchange for any other Investment or   accounts receivable held by the Borrower or any such Restricted Subsidiary   inconnection with or as a result of a bankruptcy, workout, reorganization, r   es t r u c t u r ing or recapitalization of such other Investment or accounts   receivable or (ii) as a result of a foreclosure by the Borrower or any   Restricted Subsidiary with respect to any secured Investment or other   transfer of title with respect to any secured Investment in default; (g) Hedging   Obligations permitted under Section 10.1 and Cash Management Services; (h)   any Investment in a Similar Business having an aggregate Fair Market Value,   taken together with all other Investments made pursuant to this clause (h)   that are at that time outstanding, not to exceed (x) the greater of (i) $50.0   million and (ii) 2.5% of Consolidated Total Assets for the most recently   ended Test Period (calculated on a Pro Forma Basis) less (y) the amount of   any Investments in Restricted Subsidiaries that are not Guarantors made   pursuant to clause (a) above, at the time of such Investment (with the Fair   Market Value of each Investment being measured at the time made and without   giving effect to subsequent changes in value); provided, however, that if any   Investment pursuant to this clause (h) is made in any Person that is not a   Restricted Subsidiary at the date of the making of such Investment and such   Person becomes a Restricted Subsidiary after such date, such Investment shall   thereafter be deemed to have been made pursuant to clause (a) above and shall   cease to have been made pursuant to this clause (h) for so long as such   Person continues to be a Restricted Subsidiary; (h) [reserved]; (i)   Investments the payment for which consists of Equity Interests of the Borrower   (exclusive of Disqualified Stock); (j) guarantees of Indebtedness permitted   under Section 10.1; (k) accordance paragraph); any transaction to the extent   it constitutes an Investment that is permitted and made in with the   provisions of Section 9.9 (except transactions described in clause (a) of   such (l) Investments consisting of purchases and acquisitions of inventory,   supplies, material, equipment, or other similar assets in the ordinary course   of business; (m) additional Investments having an aggregate Fair Market   Value, taken together with all other Investments made pursuant to this clause   (m) that are at that time outstanding (without giving effect to the sale of   an Unrestricted Subsidiary to the extent the proceeds of such sale do not   consist of cash or #89832380v1 -141- 


    




 










marketable   securities), not to exceed the greater of (a) $100.0$100 million and (b) 5.0%   ofin the aggregate so long as the Consolidated Total Assets for the most   recently ended Test Period (calculated on a Pro Forma Basis) at the time of   such Debt to Consolidated EBITDA Ratio is not greater than 3.50 to 1.00 as of   the date any such Investments, provided that if the Consolidated Total Debt   to Consolidated EBITDA Ratio is greater than 3.50 to 1.00, such Investments shall   not exceed $25 million #89832380v1 -142- 


    




 










Investment   (with the Fair Market Value of each Investment made pursuant to this Section   10.6(m) being measured at the time made and without giving effect to   subsequent changes in value); (n) Investments relating to any Receivables   Subsidiary that, in the good faith determination of the board of directors of   the Borrower, are necessary or advisable to effect a Receivables Facility or   any repurchases in connection therewith;[reserved]; (o) advances to, or   guarantees of Indebtedness of, employees not in excess of $10.05.0 million;   (p) (i) loans and advances to officers, directors, managers, and employees   for business related travel expenses, moving expenses, and other similar   expenses, in each case, incurred in the ordinary course of business or   consistent with past practices or to fund such Person's purchase of Equity   Interests of the Borrower and (ii) promissory notes received from   stockholders of the Borrower or any Subsidiary in connection with the   exercise of stock options in respect of the Equity Interests of the Borrower   and the Subsidiaries; (q) Investments consisting of extensions of trade   credit in the ordinary course of business; (r) Investments in the ordinary   course of business consisting of Uniform Commercial Code Article 3   endorsements for collection or deposit and Uniform Commercial Code Article 4   customary trade arrangements with customers consistent with past practices;   (s)Non-cash Investments in connection with tax planning and reorganization   activities; provided that after giving effect to any such activities, the   security interests of the Lenders in the Collateral, taken as a whole, would   not be materially impaired; (t) Investments made in the ordinary course of   business in connection with obtaining, maintaining or renewing client,   franchisee and customer contracts and loans or advances made to, and   guarantees with respect to obligations of, franchisees, distributors,   suppliers, licensors and licensees in the ordinary course of business; (u)   the licensing and contribution of Intellectual Property pursuant to joint   development, venture or marketing arrangements with other Persons, in the   ordinary course of business; (v) contributions to a "rabbi" trust   for the benefit of employees, directors, consultants, independent contractors   or other service providers or other grantor trust subject to claims of   creditors in the case of a bankruptcy of the Borrower; (w) Investments by an   Unrestricted Subsidiary entered into prior to the day such Unrestricted   Subsidiary is redesignated as a Restricted Subsidiary pursuant to the   definition of “Unrestricted Subsidiary”[reserved]; (x) so long as (x) no   Event of Default shall have occurred and be continuing and (y) with respect   to Investments made in reliance on clause (b) of the definition of “Available   Amount” only, after giving effect thereto on a Pro Forma Basis, the   Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 3.50   to 1.00, other Investments made with any portion of the Available Amount;   (y)so long as no Event of Default shall have occurred and be continuing at   the time of such Investment, the Borrower or any Restricted Subsidiary may   make additional Investments so long as, #89832380v1 -143- 


    




 










aftergiving   effect EBITDA Ratio thereto on a Pro Forma Basis, the Consolidated Total Debt   to Consolidated #89832380v1 -144- 


    




 










is not greater   than 2.75:1.00; and (z) additional Investments having an aggregate Fair   Market Value, taken together with all other Investments made pursuant to this   clause (z) that are at that time outstanding (without giving effect to the   sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do   not consist of cash or marketable securities), not to exceed available   capacity under Section 10.5(k). 10.7 Limitation on Subsidiary Distributions.   The Borrower will not permit any of its Restricted Subsidiaries that are not   Guarantors to, directly or indirectly, create or otherwise cause or suffer to   exist or become effective any consensual encumbrance or consensual   restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay   dividends or make any other distributions to the Borrower or any Restricted   Subsidiary on its Capital Stock or with respect to any other interest or   participation in, or measured by, its profits or (ii) pay any Indebtedness   owed to the Borrower or any Restricted Subsidiary; (b) make loans or advances   to the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer   any of its properties or assets to the Borrower or any Restricted Subsidiary;   except (in each case) for such encumbrances or restrictions (x) which the   Borrower has reasonably determined in good faith will not materially impair   the Borrower’s ability to make payments under this Agreement when due or (y)   existing under or by reason of: (i) contractual encumbrances or restrictions   in effect on the Closing Date, including pursuant to this Agreement and the   related documentation and related Hedging Obligations; (ii)purchase money   obligations for property acquired in the ordinary course of business or   consistent with past practice and Capitalized Lease Obligations that impose   restrictions of the nature discussed in clause (c) above on the property so   acquired; (iii) Requirements of Law or any applicable rule, regulation or   order; (iv) any agreement or other instrument of a Person acquired by or merged   or consolidated with or into the Borrower or any Restricted Subsidiary, or of   an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or   that is assumed in connection with the acquisition of assets from such   Person, in each case that is in existence at the time of such transaction   (but not created in contemplation thereof), which encumbrance or restriction   is not applicable to any Person, or the properties or assets of any Person,   other than the Person and its Subsidiaries, or the property or assets of the   Person and its Subsidiaries, so acquired or designated; (v) contracts for the   sale of assets, including customary restrictions with respect to a Subsidiary   of the Borrower pursuant to an agreement that has been entered into for the sale   ordisposition of all or substantially all of the Capital Stock or assets of   such Subsidiary and restrictions on transfer of assets subject to Permitted   Liens; #8983238089847286v115 -145- 


    




 










(vi) (x)   secured Indebtedness otherwise permitted to be incurred pursuant to Sections   10.1 and 10.2 that limit the right of the debtor to dispose of the assets   securing such Indebtedness and (y) restrictions on transfers of assets   subject to Permitted Liens (but, with respect to any such Permitted Lien,   only to the extent that such transfer restrictions apply solely to the assets   that are the subject of such Permitted Lien); (vii) restrictions on cash or   other deposits or net worth imposed by customers under contracts entered into   in the ordinary course of business; (viii) other Indebtedness, Disqualified   Stock or preferred stock of Restricted Subsidiaries permitted to be incurred   subsequent to the Closing Date pursuant to the provisions of Section 10.1;   (ix) customary provisions in joint venture agreements or arrangements and   other similar agreements or arrangements relating solely to such joint   venture and the Equity Interests issued thereby; (x) customary provisions   contained in leases, sub-leases, licenses, sub-licenses or similar   agreements, in each case, entered into in the ordinary course of business;   (xi) restrictions created in connection with any Receivables Facility that,   in the good faith determination of the board of directors of the Borrower,   are necessary or advisable to effect such Receivables Facility[reserved]; and   (xii) any encumbrances or restrictions of the type referred to in clauses   (a), (b), and (c) above imposed by any amendments, modifications,   restatements, renewals, increases, supplements, refundings, replacements or   refinancings of the contracts, instruments or obligations referred to in   clauses (i) through (xii) above; provided that such amendments,   modifications,restatements, renewals, increases, refinancings (x) are, in the   good faith judgment more restrictive in any material respect with   supplements, refundings, replacements, or of the Borrower’s board of   directors, no respect to such encumbrance and other restrictions taken as a   whole than those prior to such amendment, modification, restatement, renewal,   increase, supplement, refunding, replacement or refinancing or (y) do not   materially impair the Borrower’s ability to pay its obligations under the   Credit Documents as and when due (as determined in good faith by the   Borrower). 10.8Limitation on Prepayments of Subordinated IndebtednessJunior   Debt or Unsecured Debt. The Borrower will not, and will not permit any of its   Restricted Subsidiaries to, make, directly or indirectly, any payment or   other distribution (whether in cash, securities or other property) of or in   respect of any SubordinatedJunior Debt or Indebtedness that is unsecured of   the Borrower or any Restricted Subsidiary that is or any payment or other   distribution (whether in other property), including any sinking fund or   similar deposit, on account redemption, retirement, acquisition, cancellation   or termination in respect of any Debt or Indebtedness that is unsecured   except for: cash, securities or of the purchase, SubordinatedJunior (a)   Refinancing Indebtedness, (b) maturity date payments of regularly scheduled interest   and payment of principal on the scheduled of any SubordinatedJunior Debt or   Indebtedness that is unsecured (including for avoidance of doubt, the   Convertible Notes), #8983238089847286v115 -146- 


    




 










(c) the   conversion of any SubordinatedJunior Debt or Indebtedness that is unsecured   to Equity Interests (other than Disqualified Stock) of the Borrower or any   Restricted Subsidiary, (d)so long as no Event of Default shall have occurred   and be continuing at the time of declaration thereof, the Borrower may make   additional payments or distributions in respect of SubordinatedJunior Debt or   Indebtedness that is unsecured prior to its scheduled maturity so long as,   after giving effect to such payments or distribution on a Pro Forma Basis, the   Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than   2.75:1.00, (e) so long as (x) no Event of Default shall have occurred and be   continuing or would result therefrom at the time of declaration thereof and   (y) with respect to payments or distributions in respect of Subordinated   Indebtedness made in reliance on clause (b) of the definition of “Available   Amount” only, after giving effect thereto on a Pro Forma Basis, thethe   Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 3.50   to 1.00, the Borrower may make payments or distributions in respect of   SubordinatedJunior Debt or Indebtedness that is unsecured with the Available   Amount; and (f) payments or distributions in amounts that would otherwise   have been permitted to be made as Restricted Payments; provided that any such   prepayment shall constitute a utilization of the applicable Restricted   Payment capacity.; and (g) payments of Capitalized Lease Obligations. 10.9   Financial Covenants. (a) Total Gross Leverage Ratio. Solely with respect to   the Revolving Credit Facility,Consolidated First Lien Secured Debt to   Consolidated EBITDA Ratio. The Borrower will not permit the Total Gross   LeverageConsolidated First Lien Secured Debt to Consolidated EBITDA Ratio as   of the last day of any Test Period (commencing with the Test Period ending   September 30, 2017) ending during any period set forth below to be greater   than the ratio set forth below opposite such period: (b) Minimum Interest   Coverage Ratio. Solely with respect to the Revolving Credit Facility, The   Borrower will not permit the Consolidated Interest Coverage Ratio as of the   last day of any Test Period (commencing with the Test Period ending September   30, 2017) to be less 3.50than 2.00 to 1.00. Section 11. Events of Default.   Upon the occurrence of any of the following specified events (each an “Event   of Default”): 11.1Payments. The Borrower shall (a) default in the payment   when due of any principal of the Loans or (b) default, and such default shall   continue for five or more Business Days, in the payment when due of any   interest on the Loans or any Fees or any Unpaid Drawings or of any other   amounts owing hereunder or under any other Credit Document; or 11.2   Representations, Etc. Any representation, warranty or statement made or   deemed made by any Credit Party herein or in any other Credit Document or any   certificate delivered or required to be -140-#8983238089847286v115 Period   Ratio Closing Date through September 30, 2017 5.255.50 to 1.00 June 30, 2019   through December 31, 2017 4.255.00 to 1.00 DecemberMarch 31, 20182020 and   thereafter 3.504.25 to 1.00 


    




 










delivered   pursuant hereto or thereto shall prove to be untrue in any material respect   on the date as of which made or deemed made; or 11.3 Covenants. Any Credit   Party shall: (a) default in the due performance or observance by it of any   term, covenant or agreement contained in Section 9.1(e)(i), Section 9.5   (solely with respect to the Borrower), Section 9.13 or Section 10; provided   that any default under Section 10.9 shall not constitute an Event of Default   with respect to the Term Loans and the Term Loans may not be accelerated as a   result thereof until the date on which the Revolving Credit Loans (if any)   have been accelerated or the Revolving Credit Commitments have been   terminated, in each case, by the Required Revolving Credit Lenders; provided   that, if the Lenders under any Incremental Revolving Credit Commitment have   agreed not to have the benefit of the covenant set forth in Section 10.9,   such Incremental Revolving Credit Commitments shall be disregarded for   purposes of determining the Required Revolving Credit Lenders and such   Incremental Revolving Credit Commitments shall be treated in the same way as   the Term Loans are treated pursuant to this proviso (such period commencing   with a default under Section 10.9 and ending on the date on which the Required   Revolving Credit Lenders with respect to the Revolving Credit Facility   terminate and accelerate the Revolving Loans, the “Term Loan Standstill   Period”); oror (b) default in the due performance or observance by it of any   term, covenant or agreement (other than those referred to in Section 11.1 or   11.2 or clause (a) of this Section 11.3) contained in this Agreement or any   Security Document and such default shall continue unremedied for a period of   at least 30 days after receipt of written notice by the Borrower from the   Administrative Agent or the Required Lenders; or 11.4 Default Under Other   Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i)   fail to make any payment with respect to any Indebtedness (other than the   Obligations) in excess of $50.0 million, beyond the period of grace and   following all required notices, if any, provided in the instrument or   agreement under which such Indebtedness was created or (ii) default in the   observance or performance of any 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 (after   giving effect to all applicable grace period and delivery of all required notices)   (other than, with respect to Indebtedness consisting of any Hedge Agreements,   termination events or equivalent events pursuant to the terms of such Hedge   Agreements (it being understood that clause (i) shall apply to any failure to   make any payment in excess of $50.0 million that is required as a result of   any such termination or similar event and that is not otherwise being   contested in good faith)),the effect of which default or other event or   condition is to cause, or to permit the holder or holders of such   Indebtedness (or a trustee or agent on behalf of such holder or holders) to   cause, any such Indebtedness to become due or to be repurchased, prepaid,   defeased or redeemed (automatically or otherwise), or an offer to repurchase,   prepay, defease or redeem such Indebtedness to be made, prior to its stated   maturity; provided that this clause (a) shall not apply to secured   Indebtedness that becomes due as a result of the sale, transfer or other   disposition (including as a result of a casualty or condemnation event) of   the property or assets securing such Indebtedness (to the extent such sale,   transfer or other disposition is not prohibited under this Agreement), or (b)   without limiting the provisions of clause (a) above, anysuch than by a   respect to Indebtedness shall be declared to be due and payable, or required   to be prepaid other regularly scheduled required prepayment or as a mandatory   prepayment (and, with Indebtedness consisting of any Hedge Agreements, other   than due to a termination event or equivalent event pursuant to the terms of   such Hedge Agreements (it being understood that clause (a)(i) above   -141-#8983238089847286v115 


    




 










shall apply to   result of any any failure to make any payment in excess of $50.0 million that   is required as a -142-#8983238089847286v115 


    




 










such   termination or equivalent event and that is not otherwise being contested in   good faith)), prior to thestated maturity thereof; provided that this clause   (b) shall not apply to (x) secured Indebtedness that becomes due as a result   of the voluntary sale or transfer of the property or assets securing such   Indebtedness, if such sale or transfer is permitted hereunder and under the   documents providing for such Indebtedness, (y) Indebtedness which is   convertible into Qualified Stock and converts to Qualified Stock in   accordance with its terms and such conversion is not prohibited hereunder, or   (z) any breach or default that is (I) remedied by the Borrower or the   applicable Restricted Subsidiary or (II) waived (including in the form of   amendment) by the required holders of the applicable item of Indebtedness, in   either case, prior to the acceleration of Loans pursuant to this Section 11;   or 11.5 Bankruptcy, Etc. Except as otherwise permitted by Section 10.3, the   Borrower or any Significant Subsidiary shall commence a voluntary case,   proceeding or action concerning itself under Title 11 of the United States   Code entitled “Bankruptcy” as now or hereafter in effect, or any successor   thereto (collectively, the “Bankruptcy Code”); or an involuntary case,   proceeding or action is commenced against the Borrower or any Significant   Subsidiary and the petition is not controverted within 60 days after   commencement of the case, proceeding or action; or an involuntary case,   proceeding or action is commenced against the Borrower or any Significant   Subsidiary and the petition is not dismissed within 60 days after   commencement of the case, proceeding or action; or a custodian (as defined in   the Bankruptcy Code), judicial manager, compulsory manager, receiver,   receiver manager, trustee, liquidator, administrator, administrative receiver   or similar Person is appointed for, or takes charge of, all or substantially   all of the property of the Borrower or any Significant Subsidiary; or the   Borrower or any Significant Subsidiary commences any other voluntary   proceeding or action under any reorganization, arrangement, adjustment of   debt, relief of debtors, dissolution, insolvency, winding-up, administration   or liquidation or similar law of any jurisdiction whether now or hereafter in   effect relating to the Borrower or any Significant Subsidiary; or there is   commenced against the Borrower or any Significant Subsidiary any such   proceeding or action that remains undismissed for a period of 60 days; or the   Borrower or any Significant Subsidiary is adjudicated bankrupt; or any order   of relief or other order approving any such case or proceeding or action is   entered; or the Borrower or any Significant Subsidiary suffers any   appointment of any custodian receiver, receiver manager, trustee,   administrator or the like for it or any substantial part of its property to   continue undischarged or unstayed for a period of 60 days; or the Borrower or   any Significant Subsidiary makes a general assignment for the benefit of   creditors; or 11.6 ERISA. (a) An ERISA Event or a Foreign Plan Event shall   have occurred, (b) a trustee shall be appointed by a United States district   court to administer any Pension Plan(s), (c) the PBGC shall institute   proceedings to terminate any Pension Plan(s), or (d) any Credit Party or any   of their respective ERISA Affiliates shall have been notified by the sponsor   of a Multiemployer Plan that it has incurred or will be assessed Withdrawal   Liability to such Multiemployer Plan and such entity does not have reasonable   grounds for contesting such Withdrawal Liability or is not contesting such   Withdrawal Liability in a timely and appropriate manner, and in each case in   clauses (a) through (d) above, such event or condition, together with all   other such events or conditions, if any, would reasonably be expected to   result in a Material Adverse Effect; or 11.7Guarantee. Other than as   expressly permitted hereunder, any Guarantee provided by any Credit Party or   any material provision thereof shall cease to be in full force or effect   (other than pursuant to the terms hereof and thereof) or any such Guarantor   thereunder or any other Credit Party shall deny or disaffirm in writing any   such Guarantor’s obligations under the Guarantee; or 11.8[Reserved].   -143-#8983238089847286v115 


    




 










11.8 Amendment   No. 1 Default; Waiver Finalization Date. A Limited Waiver Default shall occur   prior to the Waiver Finalization Date or othe Waiver Finalization Date shall   not have occurred on or prior to the Waiver Termination Date.   -144-#8983238089847286v115 


    




 










11.9 Security   Agreement. The Security Agreement or any other Security Document pursuant to   which the assets of the Borrower or any Material Subsidiary are pledged as   Collateral or any material provision thereof shall cease to be in full force   or effect or any Lien created thereunder on any material portion of   Collateral shall cease to be a valid and perfected Lien (other than pursuant   to the terms hereof or thereof, solely as a result of acts or omissions of   the Collateral Agent in respect of certificates, promissory notes or   instruments actually delivered to it (including as a result of the Collateral   Agent’s failure to file a Uniform Commercial Code continuation statement)) or   any grantor thereunder or any Credit Party shall deny or disaffirm in writing   any grantor’s obligations under the Security Agreement or any other Security   Document; or 11.10Judgments. One or more judgments or decrees shall be   entered against the Borrower or any of the Restricted Subsidiaries involving   a liability in excess of $50.0 million in the aggregate for all such   judgments and decrees for the Borrower and the Restricted Subsidiaries (to   the extent not covered by insurance or indemnities as to which the applicable   insurance company or third party has not denied coverage) and any such   judgments or decrees shall not have been satisfied, vacated, discharged or   stayed or bonded pending appeal within 60 days after the entry thereof; or   11.11Change of Control. A Change of Control shall occur; or 11.12Remedies   Upon Event of Default. If an Event of Default occurs and is continuing (other   than in the case of an Event of Default under Section 11.3(a) with respect to   any default of performance or compliance with the covenant under Section   10.9), the Administrative Agent shall, upon the written request of the   Required Lenders, by written notice to the Borrower, without prejudice to the   rights of the Administrative Agent or any Lender to enforce its claims   against the Borrower, except as otherwise specifically provided for in this   Agreement: (i) declare the Total Revolving CreditCommitmentandSwingline   Commitment terminated, whereupon the Revolving Credit Commitment and   Swingline Commitment, if any, of each Lender or the Swingline Lender, as the   case may be, shall forthwith terminate immediately and any Fees theretofore   accrued shall forthwith become due and payable without any other notice of   any kind, (ii) declare the principal of and any accrued interest and fees in   respect of all Loans and all Obligations (excluding any Secured Cash   Management Obligations and Secured Hedge Obligations) to be, whereupon the   same shall become, forthwith due and payable without presentment, demand,   protest or other notice of any kind, all of which are hereby waived by the   Borrower to the extent permitted by applicable law; (iii) terminate any   Letter of Credit that may be terminated in accordance with its terms; and/or   (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of   such notice, or upon the occurrence of an Event of Default specified in Section   11.5 with respect to the Borrower, it will pay) to the Administrative Agent   at the Administrative Agent’s Office such additional amounts of cash, to be   held as security for the Borrower’s respective reimbursement obligations for   Unpaid Drawings that may subsequently occur thereunder, equal to the   aggregate Stated Amount of all Letters of Credit issued and then outstanding;   provided that, if an Event of Default specified in Section 11.5 shall occur   with respect to the Borrower, the result that would occur upon the giving of   written notice by the Administrative Agent shall occur automatically without   the giving of any such notice. In the case of an Event of Default under   Section 11.3(a) in respect of a failure to observe or perform the covenant   under Section 10.9, and at any time thereafter during the continuance of such   event, the Administrative Agent shall, upon the written request of the   Required Revolving Credit Lenders, by written notice to the Borrower, take   either or both of the following actions, at the same or different times: (i)   declare the Total Revolving Credit Commitment terminated, whereupon the   Revolving Credit Commitment of each Lender, shall forthwith terminate   immediately and any Fees theretofore accrued shall forthwith become due and payable   without any other notice of any kind; and (ii) declare the Revolving Loans   (excluding any Secured Cash Management Obligations and Secured Hedge   -145-#8983238089847286v115 


    




 










Obligations)   then outstanding to be due and payable in whole (or in part, in which case   any principal not so declared to -146-#8983238089847286v115 


    




 










be due and   payable may thereafter, during the continuance of such event, be declared to   be due and payable), and thereupon the principal of the Revolving Loans so   declared to be due and payable, together with accrued interest thereon and   all fees and other obligations of the Borrower accrued hereunder, shall   become due and payable immediately, without presentment, demand, protest or   other notice of any kind, all of which are hereby waived by the Borrower (to   the extent permitted applicable law). On or after the date on which the   Required Revolving Credit Lenders have, written request to the Administrative   Agent, elected to take the action under clause (ii) above by by as a result   of an Event of Default under Section 11.3(a) in respect of a failure to   observe or perform the covenant under Section 10.9, the Required Term Loan   Lenders may, upon the written request of the Required Term Loan Lenders to   the Administrative Agent, elect to declare the Term Loans then outstanding to   be due and payable in whole (or in part, in which case any principal not so   declared to be due and payable may thereafter, during the continuance of such   event, be declared to be due and payable), and thereupon the principal of the   Term Loans so declared to be due and payable, together with accrued interest   thereon and all fees and other obligations of the Borrower accrued hereunder,   shall become due and payable immediately, without presentment, demand,   protest or other notice of any kind, all of which are hereby waived by the   Borrower (to the extent permitted by applicable law). 11.13Application of   Proceeds. Subject to the terms of, in each case if executed, the First Lien   Intercreditor Agreement and the Second Lien Intercreditor Agreement, any   amount received by the Administrative Agent or the Collateral Agent from any   Credit Party (or from proceeds of any Collateral) following any acceleration   of the Obligations under this Agreement or any Event of Default with respect   to the Borrower under Section 11.5 shall be applied: (i) first, to the   payment of all reasonable and documented costs and expenses incurred by the   Administrative Agent or the Collateral Agent in connection with any   collection or sale of the Collateral or otherwise in connection with any   Credit Document, including all court costs and the reasonable fees and   expenses of its agents and legal counsel, the repayment of all advances made   by the Administrative Agent or the Collateral Agent hereunder or under any   other Credit Document on behalf of any Credit Party and any other reasonable   and documented costs or expenses incurred in connection with the exercise of   any right or remedy hereunder or under any other Credit Document to the   extent reimbursable hereunder or thereunder; (ii)second, to the Secured   Parties, an amount (x) equal to all Obligations owing to them on the date of   any distribution and (y) sufficient to Cash Collateralize all Letters of   Credit Outstanding on the date of any distribution, and, if such moneys shall   be insufficient to pay such amounts in full and Cash Collateralize all   Letters of Credit Outstanding, then ratably (without priority of any one over   any other) to such Secured Parties in proportion to the unpaid amounts   thereof and to Cash Collateralize the Letters of Credit Outstanding; and   (iii) third, any surplus then remaining shall be paid to the applicable   Credit Parties or their successors or assigns or to whomsoever may be   lawfully entitled to receive the same or as a court of competent jurisdiction   may direct; provided that any amount applied to Cash Collateralize any   Letters of Credit Outstanding that has not been applied to reimburse the   Borrower for Unpaid Drawings under the applicable Letters of Credit at the   time of expiration of all such Letters of Credit shall be applied by the   Administrative Agent in the order specified in clauses (i) through (iii)   above. Notwithstanding the foregoing, amounts received from any Guarantor   that is not an “Eligible Contract Participant” (as defined in the Commodity   Exchange Act) shall not be applied to its Obligations that are Excluded Swap   Obligations. -147-#8983238089847286v115 


    




 










Section 12. The   Agents. 12.1 Appointment. (a) Each Lender hereby irrevocably designates and   appoints the Administrative Agent as the agent of such Lender under this   Agreement and the other Credit Documents and irrevocably authorizes the   Administrative Agent, in such capacity, to take such action on its behalf under   the provisions of this Agreement and the other Credit Documents and to   exercise such powers and perform such duties as are expressly delegated to   the Administrative Agent by the terms of this Agreement and the other Credit   Documents, together with such other powers as are reasonably incidental   thereto. The provisions of this Section 12 (other than Section 12.1(c) with   respect to the Joint Lead Arrangers and Joint Bookrunners and Sections 12.1,   12.9, 12.11 and 12.12 with respect to the Borrower) are solely for the   benefit of the Agents and the Lenders, none of the Borrower or any other   Credit Party shall have rights as third partybeneficiaryofanysuchprovision.   Notwithstanding any provision to the contrary elsewhere in this Agreement,   the Administrative Agent shall not have any duties or responsibilities,   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   Credit Document or otherwise exist against the Administrative Agent. In   performing its functions and duties hereunder, each Agent shall act solely as   an agent of Lenders and does not assume and shall not be deemed to have   assumed any obligation towards or relationship of agency or trust with or for   the Borrower or any of its Subsidiaries. (b)The Administrative Agent, each   Lender, the Swingline Lender and the Letter of Credit Issuers hereby   irrevocably designate and appoint the Collateral Agent as the agent with   respect to the Collateral, and each of the Administrative Agent, each Lender,   the Swingline Lender and the Letter of Credit Issuers irrevocably authorizes   the Collateral Agent, in such capacity, to take such action on its behalf under   the provisions of this Agreement and the other Credit Documents and to   exercise such powers and perform such duties as are expressly delegated to   the Collateral Agent by the terms of this Agreement and the other Credit   Documents, together with such other powers as are reasonably incidental   thereto. Notwithstanding any provision to the contrary elsewhere in this   Agreement, the Collateral Agent shall not have any duties or responsibilities   except those expressly set forth herein, or any fiduciary relationship with   any of the Administrative Agent, the Lenders, the Swingline Lender or the   Letter of Credit Issuers, and no implied covenants, functions,   responsibilities, duties, obligations or liabilities shall be read into this   Agreement or any other Credit Document or otherwise exist against the   Collateral Agent. (c)Each of the Joint Lead Arrangers and Joint Bookrunners   each in its capacity as such, shall not have any obligations, duties or   responsibilities under this Agreement but shall be entitled to all benefits   of this Section 12. 12.2Delegation of Duties. The Administrative Agent and   the Collateral Agent may each execute any of its duties under this Agreement   and the other Credit Documents by or through agents, sub-agents, employees or   attorneys-in-fact and shall be entitled to advice of counsel concerning all   matters pertaining to such duties. Neither the Administrative Agent nor the   Collateral Agent shall be responsible for the negligence or misconduct of any   agents, subagents or attorneys-in-fact selected by it in the absence of its   gross negligence or willful misconduct (as determined in the final   non-appealable judgment of a court of competent jurisdiction). 12.3   Exculpatory Provisions. No Agent nor any of its officers, directors,   employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for   any action lawfully taken or omitted to be taken -148-#8983238089847286v115 


    




 










by any of them   under or in connection with this Agreement or any other Credit Document   (except for its or -149-#8983238089847286v115 


    




 










such Person’s   own gross negligence or willful misconduct, as determined in the final   non-appealable judgment of a court of competent jurisdiction, in connection   with its duties expressly set forth herein) or (b) responsible in any manner   to any of the Lenders or any participant for any recitals, statements,   representations or warranties made by any Credit Party or any officer thereof   contained in this Agreement or any other Credit Document or in any   certificate, report, statement or other document referred to or provided for   in, or received by such Agent under or in connection with, this Agreement or   any other Credit Document or for the value, validity, effectiveness,   genuineness, enforceability or sufficiency of this Agreement or any other   Credit Document, or the creation, perfection or priority of any Lien or   security interest created or purported to be created under the Security   Documents, or for any failure of any Credit Party to perform its obligations   hereunder or thereunder. No Agent shall be under any obligation to any Lender   to ascertain or to inquire as to the observance or performance of any of the   agreements contained in, or conditions of, this Agreement or any other Credit   Document, or to inspect the properties, books or records of any Credit Party   or any Affiliate thereof. The Collateral Agent shall not be under any   obligation to the Administrative Agent or any Lender to ascertain or to   inquire as to the observance or performance of any of the agreements   contained in, or conditions of, this Agreement or any other Credit Document,   or to inspect the properties, books or records of any Credit Party. Without   limiting the generality of the foregoing, (a) no Agent shall have any duty to   take any discretionary action or exercise any discretionary powers, except   discretionary rights and powers expressly contemplated hereby that suchAgent   is instructed in writing to exercise by the Required Lenders (or such other   number or percentage of the Lenders as shall be necessary under the   circumstances as provided in Section 13.1), provided that no Agent shall be   required to take any action that, in its opinion or the opinion of its   counsel, may expose such Agent to liability or that is contrary to any Credit   Document or applicable law, including for the avoidance of doubt any action   that may be in violation of the automatic stay under any debtor relief law or   that may effect a forfeiture, modification or termination of property of a   Defaulting Lender in violation of any debtor relief law and (b) except as   expressly set forth in the Credit Documents, no Agent shall have any duty to   disclose, nor shall it be liable for the failure to disclose, any information   relating to the Borrower or any of the Subsidiaries that is communicated to   or obtained by the bank serving as Administrative Agent and/or Collateral   Agent or any of its Affiliates in any capacity. 12.4 Reliance by Agents. The   Administrative Agent and the Collateral Agent shall be entitled to rely, and   shall be fully protected in relying, upon any writing, resolution, notice,   consent, certificate, affidavit, letter, telecopy, telex or teletype message,   statement, order or other document or instruction believed by it to be   genuine and correct and to have been signed, sent or made by the proper   Person or Persons and upon advice and statements of legal counsel (including   counsel to the Borrower), independent accountants and other experts selected   by the Administrative Agent or the Collateral Agent. The Administrative Agent   may deem and treat the Lender specified in the Register with respect to any   amount owing hereunder 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 and the Collateral Agent   shall be fully justified in failing or refusing to take any action under this   Agreement or any other Credit Document unless it shall first receive such   advice or concurrence of the Required Lenders 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 and the   Collateral Agent shall in all cases be fully protected in acting, or in   refraining from acting, under this Agreement and the other Credit Documents   in accordance with a request of the Required Lenders, and such request and   any action taken or failure to act pursuant thereto shall be binding upon all   the Lenders and all future holders of the Loans; provided that the   Administrative Agent and the Collateral Agent shall not be required to take   any action that, in its opinion or in the opinion of   -150-#8983238089847286v115 


    




 










its counsel,   law. may expose it to liability or that is contrary to any Credit Document or   applicable -151-#8983238089847286v115 


    




 










12.5 Notice of   Default. Neither the Administrative Agent nor the Collateral Agent shall be   deemed to have knowledge or notice of the occurrence of any Default or Event   of Default hereunder unless the Administrative Agent or the Collateral Agent   has received written notice 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, it shallgive notice thereof to the Lenders and the   Collateral Agent. 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; 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 except to the extent that this   Agreement requires that such action be taken only with the approval of the Required   Lenders or each of the Lenders, as applicable. 12.6 Non-Reliance on   Administrative Agent, Collateral Agent, and Other Lenders. Each Lender   expressly acknowledges that neither the Administrative Agent nor the   Collateral Agent nor any of their respective 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 or the   Collateral Agent hereinafter taken, including any review of the affairs of any   Credit Party, shall be deemed to constitute any representation or warranty by   the Administrative Agent or the Collateral Agent to any Lender, the Swingline   Lender or the Letter of Credit Issuers. Each Lender, the Swingline Lender and   each Letter of Credit Issuer represents to the Administrative Agent and the   Collateral Agent that it has, independently and without reliance upon the   Administrative Agent, the Collateral Agent or any other Lender, 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 Borrower and each   other Credit Party and made its own decision to make its Loans hereunder and   enter into this Agreement. Each Lender also represents that it will,   independently and without reliance upon the Administrative Agent, the   Collateral Agent or any other Lender, and based on such documents and   information as it shall deem appropriate at the time, continue to make its   own credit analysis, appraisals and decisions in taking or not taking action   under this Agreement and the other Credit Documents, 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   any of the Credit Parties. Except for notices, reports, and other documents   expressly required to be furnished to the Lenders by the Administrative Agent   hereunder, neither the Administrative Agent nor the Collateral Agent shall   have any duty or responsibility to provide any Lender with any credit or   other information concerning the business, assets, operations, properties,   financial condition, prospects or creditworthiness of any Credit Party that   may come into the possession of the Administrative Agent or the Collateral   Agent any of their respective officers, directors, employees, agents,   attorneys-in-fact or Affiliates. 12.7 Indemnification. The Lenders agree to   severally indemnify each Agent and the Revolving Credit Lenders agree to   indemnify each Letter of Credit Issuer, in each case in its capacity as such   (to the extent not reimbursed by the Credit Parties and without limiting the   obligation of the Credit Parties to do so), ratably according to their   respective portions of the Total Credit Exposure in effect on the date on   which indemnification is sought (or, if indemnification is sought after the   date upon which the Commitments shall have terminated and the Loans shall   have been paid in full, ratably in accordance with their respective portions   of the Total Credit Exposure in effect 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 (including at any time following the payment   of the Loans) be imposed on, incurred by or asserted against an Agent or   Letter of Credit Issuer in any way relating to or arising out of the   Commitments, -152-#8983238089847286v115 


    




 










this Agreement,   any of the other Credit Documents or any documents contemplated by or   referred to herein or therein or the transactions -153-#8983238089847286v115 


    




 










contemplated   hereby or thereby or any action taken or omitted by the Administrative Agent   or the Collateral Agent or such Letter of Credit Issuer under or in   connection with any of the foregoing; provided that no Lender shall be liable   to an Agent or Letter of Credit Issuer for the payment of any portion of such   liabilities, obligations, losses, damages, penalties, actions, judgments,   suits, costs, expenses or disbursements resulting from such Agent’s or Letter   of Credit Issuer’s (i) gross negligence, bad faith or willful misconduct of   such Agent or Letter of Credit Issuer as determined in a final and   non-appealable judgment of a court of competent jurisdiction, (ii) a material   breach of the obligations of the Agent or Letter of Credit Issuer under the   terms of this Agreement by the Agent or Letter of Credit Issuer as determined   in a final and non-appealable judgment of a court of competent jurisdiction,   or (iii) any proceeding between and among such Lenders that does not involve   an act or omission by the Agent or Letter of Credit Issuer; provided,   further, that no action taken by the Administrative Agent in accordance with   the directions of the Required Lenders (or such other number or percentage of   the Lenders as shall be required by the Credit Documents) shall be deemed to   constitute gross negligence, bad faith or willful misconduct for purposes of   this Section 12.7. In the case of any investigation, litigation or proceeding   giving rise to any liabilities, obligations, losses, damages, penalties, any   kind whatsoever that may at any the Loans), this Section 12.7 applies   actions, judgments, suits, costs, expenses or disbursements of time occur   (including at any time following the payment of whether any such   investigation, litigation or proceeding is brought by any Lender or any other   Person. Without limitation of the foregoing, each Lender shall reimburse each   Agent or Letter of Credit Issuer upon demand for its ratable share of any   costs or out-of-pocket expenses (including attorneys’ fees) incurred by such   Agent or Letter of Credit Issuer in connection with the preparation,   execution, delivery, administration, modification, amendment or enforcement   (whether through negotiations, legal proceedings or otherwise) of, or legal   advice rendered in respect of rights or responsibilities under, this   Agreement, any other Credit Document, or any document contemplated by or   referred to herein, to the extent that such Agent or Letter of Credit Issuer   is not reimbursed for such expenses by or on behalf of the Borrower; provided   that such reimbursement by the Lenders shall not affect the Borrower’s   continuing reimbursement obligations with respect thereto. If any indemnity   furnished to any Agent or Letter of Credit Issuer for any purpose shall, in   the opinion of such Agent or Letter of Credit Issuer, be insufficient or   become impaired, such Agent or Letter of Credit Issuer may call for   additional indemnity and cease, or not commence, to do the acts indemnified   against until such additional indemnity is furnished; provided, in no event   shall this sentence require any Lender to indemnify any Agent or Letter of   Credit Issuer against any liability, obligation,loss, damage, penalty,   action, judgment, suit, cost, expense or disbursement in excess of such   Lender’s pro rata portion thereof; and provided, further, this sentence shall   not be deemed to require any Lender to indemnify any Agent or Letter of   Credit Issuer against any liability, obligation, loss, damage, penalty,   action, judgment, suit, cost, expense or disbursement resulting from such   Agent’s or Letter of Credit Issuer’s gross negligence, bad faith or willful   misconduct as determined by a final and non-appealable judgment of a court of   competent jurisdiction. The agreements in this Section 12.7 shall survive the   payment of the Loans and all other amounts payable hereunder. The indemnity   provided to each Agent and Letter of Credit Issuer under this Section 12.7   shall also apply to such Agent’s and Letter of Credit Issuer’s respective   Affiliates, directors, officers, members, controlling persons, employees,   trustees, investment advisors and agents and successors. 12.8Agents in Their   Individual Capacities. The agency hereby created shall in no way impair or   affect any of the rights and powers of, or impose any duties or obligations upon,   any Agent in its individual capacity as a Lender hereunder. Each Agent and   its Affiliates may make loans to, accept deposits from and generally engage   in any kind of business with any Credit Party as though such Agent were not   an Agent hereunder and under the other Credit Documents. With respect to the   Loans made by it, each Agent shall have the same rights and powers under this   Agreement and the other Credit Documents as any Lender and may exercise the   same as though it were not an Agent, -154-#8983238089847286v115 


    




 










and the terms   Lender and Lenders shall include each Agent in its individual capacity.   -155-#8983238089847286v115 


    




 









 



12.9 Successor   Agents. (a) Each of the Administrative Agent and the Collateral Agent may at   any time give notice of its resignation to the Lenders, the Letter of Credit   Issuers and the Borrower. Upon receipt of any such notice of resignation, the   Required Lenders shall have the right, subject to the consent of the Borrower   (not to be unreasonably withheld or delayed) so long as no Event of Default   under Sections 11.1 or 11.5 is continuing, to appoint a successor, which   shall be a bank with an office in the office in the United States. If no such   Lenders and shall have accepted such United States, or an Affiliate of any   such bank with an successor shall have been so appointed by the Required   appointment within 30 days after the retiring Agent gives notice of its   resignation (the “Resignation Effective Date”), then the retiring Agent may   on behalf of the Lenders, appoint a successor Agent meeting the   qualifications set forth above (including receipt of the Borrower’s consent);   provided that if the Administrative Agent or the Collateral Agent shall   notify the Borrower and the Lenders that no qualifying Person has accepted   such appointment, then such resignation shall nonetheless become effective in   accordance with such notice. (b)If the Person serving as the Administrative   Agent is a Defaulting Lender pursuant to clause (v) of the definition of   Lender Default, the Required Lenders may to the extent permitted be   unreasonably withheld or remove such Person as the by applicable law, subject   to the consent of the Borrower (not to delayed), bynotice in writing to the   Borrower and such Person 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), (1) the retiring or removed agent shall be   discharged from its duties and obligations hereunder and under the other   Credit Documents (except that in the case of any collateral security held by   the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuers   under any of the Credit Documents, the retiring or removed Collateral Agent   shall continue to hold such collateral security as nominee until such time as   a successor Collateral Agent is appointed) and (2) all payments,   communications and determinations provided to be made by, to or through the   retiring or removed Administrative Agent shall instead be made by or to each   Lender and the Letter of Credit Issuers directly, until such time as the   Required Lenders appoint a successor Agent as provided for above inthis   paragraph. Upon the acceptance of a successor’s appointment as the   Administrative Agent or the Collateral Agent, as the case may be, hereunder,   and upon the execution and filing or recording of such financing statements,   or amendments thereto, and such amendments or supplements to the Mortgages,   and such other instruments or notices, as may be necessary or desirable, or   as the Required Lenders may request, in order to continue the perfection of   the Liens granted or purported to be granted by the Security Documents, such   successor shall succeed to and become vested with all of the rights, powers,   privileges and duties of the retiring (or retired) or removed Agent, and the   retiring or removed Agent shall be discharged from all of its duties and   obligations hereunder or under the other Credit Documents (if not already   discharged therefrom as provided above in this Section 12.9). Except as   provided above, any resignation or removal of Goldman Sachs Bank USA as the   Administrative Agent pursuant to this Section 12.9 shall also constitute the   resignation or removal of Goldman Sachs Bank USA as the Collateral Agent. The   fees payable by the Borrower (following the effectiveness of such   appointment) to such 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 Agent’s resignation or removal hereunder and   under the other Credit Documents, the provisions of this Section 12   (including Section 12.7) and Section 13.5 shall -156-#8983238089847286v115 


    




 










continue in   effect for the benefit of such retiring or removed Agent, its sub-agents and   -157-#8983238089847286v115 


    




 










their   respective Related Parties in respect of any actions taken or omitted to be   taken by any of them while the retiring or removed Agent was acting as an   Agent. (a) Any resignation by or removal of Goldman Sachs Bank USA as the   Administrative Agent pursuant to this Section 12.9 shall also constitute its   resignation or removal as Swingline Lender and Letter of Credit Issuer;   provided that, for the avoidance of doubt, (1) it shall retain all the   rights, powers, privileges and duties of the Letter of Credit Issuer   hereunder with respect to all Letters of Credit outstanding as of the   effective date of its resignation as Letter of Credit Issuer and all L/C   Obligations with respect thereto (including the right to require L/C Participants   to make Revolving Credit Loans pro rata based on their Revolving Credit   Commitment Percentages of the applicable Unpaid Drawing pursuant to Section   3.4(a)) and (2) it shall retain all the rights of the Swingline Lender   provided forhereunder with respect to Swingline Loans made by it and   outstanding as of the effective date of such resignation, including the right   to require Mandatory Borrowings pursuant to Section 2.1(d). Upon the   acceptance of a successor’s appointment as the Administrative Agent   hereunder, (a) such successor shall succeed to and become vested with all of   the rights, powers, privileges and duties of the retiring Swingline Lender   and Letter of Credit Issuer, (b) the retiring Swingline Lender and Letter of   Credit Issuer shall be discharged from all of their respective duties and   obligations hereunder or under the other Credit Documents, and (c) the   successor Swingline Lender and Letter of Credit Issuer shall issue letters of   credit in substitution for the Letters of Credit issued by such Affiliate of   the Administrative Agent or the Administrative Agent, if any, outstanding at   the time of such succession or make other arrangements satisfactory to the   retiring Letter of Credit Issuer to effectively assume the obligations of the   retiring Letter of Credit Issuer with respect to such Letters of Credit.   12.10Withholding Tax. To the extent required by any applicable law, the   Administrative Agent may withhold from any payment to any Lender under any   Credit Document an amount equivalent to any applicable withholding Tax. If   the Internal Revenue Service or any authority of the United States or other   jurisdiction asserts a claim that the Administrative Agent did not properly   withhold Tax from amounts paid to or for the account of any Lender for any   reason (including because the appropriate form was not delivered, was not   properly executed, or because such Lender failed to notify the Administrative   Agent of a change in circumstances that rendered the exemption from, or   reduction of, withholding Tax ineffective) or if the Administrative Agent   reasonably determines applicable Agent (to applicable so), fully that a   payment was made to a Lender pursuant to this Agreement without deduction of   withholding Tax from such payment, such Lender shall indemnify the   Administrative the extent that the Administrative Agent has not already been   reimbursed by any Credit Party and without limiting the obligation of any   applicable Credit Party to do for all amounts paid, directly or indirectly,   by the Administrative Agent as Tax or otherwise, including penalties,   additions to Tax and interest, together with all expenses incurred, including   legal expenses, allocated staff costs and any out of pocket expenses. 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 this Agreement or   any other Credit Document against any amount due to the Administrative Agent   under this Section 12.10. The agreements in Section 12.10 shall survive the   resignation and/or replacement of the Administrative Agent, any assignment of   rights by, or the replacement of, a Lender, the termination of the   Commitments and the repayment, satisfaction or discharge of all other   Obligations. For the avoidance of doubt, for purposes of this Section 12.10,   the term Lender includes the Swingline Lender and the Letter of Credit Issuers.   12.11Agents Under Security Documents and Guarantee. Each Secured Party hereby   further authorizes the Administrative Agent or the Collateral Agent, as   applicable, on behalf of and for -150-#8983238089847286v115 


    




 










the benefit of   the Secured Parties, to be the agent for and representative of the Secured   Parties with respect to the Collateral written consent or and the Security   Documents. Subject to Section 13.1, without further   -151-#8983238089847286v115 


    




 










authorization   from any Secured Party, the Administrative Agent or the Collateral Agent, as   applicable, may execute any documents or instruments necessary to (a) release   any Lien on any property granted to or held by the Administrative Agent or   the Collateral Agent (or any sub-agent thereof) under any Credit Document (i)   upon the final Maturity Date and the payment in full (or Cash   Collateralization) of all Obligations (except for contingent indemnification   obligations in respect of which a claim has not yet been made and Secured   Hedge Obligations and Secured Cash Management Obligations), (ii) that is sold   or to be sold or transferred as part of or in connection with any sale or   other transfer permitted hereunder or under any other Credit Document to a   Person that is not a Credit Party or in connection with the designation of   any Restricted Subsidiary as an Unrestricted Subsidiary, (iii) if the   property subject to such Lien is owned by a Guarantor, upon the release of   such Guarantor from its Guarantee otherwise in accordance with the Credit   Documents, (iv) as to the extent provided in the Security Documents, (v) that   constitutes Excluded Property or Excluded Stock and Stock Equivalents or (vi)   if approved, authorized or ratified in writing in accordance with Section   13.1; (b) release any Guarantor from its obligations under the Guarantee if   such Person ceases to be a Restricted Subsidiary (or becomes an Excluded   Subsidiary) as a result of a transaction or designation permitted hereunder;   (c) subordinate any Lien on any property granted to or held by the   Administrative Agent or the Collateral Agent under any Credit Document to the   holder of any Lien permitted under clause (vi) (solely with respect to   Section 10.1(d)), and (ix) of the definition of Permitted Lien; and (d) enter   into subordination or intercreditor agreements with respect to Indebtedness   to the extent the Administrative Agent or the Collateral Agent is otherwise   contemplated herein as being a party to such intercreditor or subordination   agreement, including the First Lien Intercreditor Agreement and the Second   Lien Intercreditor Agreement. The Collateral Agent shall have its own   independent right to demand payment of the amounts payable by the Borrower   under this Section 12.11, irrespective of any discharge of the Borrower’s   obligations to pay those amounts to the other Lenders resulting from failure   by them to take appropriate steps in insolvency proceedings affecting the   Borrower to preserve their entitlement to be paid those amounts. Any amount   due and payable by the Borrower to the Collateral Agent under this Section   12.11 shall be decreased to the extent that the other Lenders have received   (and are able to retain) payment in full of the corresponding amount under   the other provisions of the Credit Documents and any amount due and payable   by the Borrower to the Collateral Agent under those provisions shall be   decreased to the extent that the Collateral Agent has received (and is able   to retain) payment in full of the corresponding amount under this Section   12.11. 12.12Right to Realize on Collateral and Enforce Guarantee. Anything   contained in any of the Credit Documents to the contrary notwithstanding, the   Borrower, the Agents, and each Secured Party hereby agree that (i) no Secured   Party shall have any right individually to realize upon any of the Collateral   or to enforce the Guarantee, it being understood and agreed that all powers,   rights, and remedies hereunder may be exercised solely by the Administrative   Agent, on behalf of the Secured Parties in accordance with the terms hereof   and all powers, rights, and remedies under the Security Documents may be   exercised solely by the Collateral Agent, and (ii) in the event of a   foreclosure by the Collateral Agent on any of the Collateral pursuant to a   public or private sale or other disposition, the Collateral Agent or any   Lender may be the purchaser or licensor of any or all of such Collateral at   any such sale or other disposition and the Collateral Agent, as agent for and   representative of the Secured Parties (but not any Lender or Lenders in its   or their respective individual capacities unless 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   Obligations as a credit on account of the purchase price for any collateral   payable by the Collateral Agent at such sale -152-#8983238089847286v115 


    




 










or other   disposition. No holder of Secured Hedge Obligations   -153-#8983238089847286v115 


    




 










or Secured Cash   Management Obligations shall have any rights in connection with the   management or release of any Collateral or of the obligations of any Credit   Party under this Agreement. No holder of Secured Hedge Obligations or Secured   Cash Management Obligations that obtains the benefits of any Guarantee or any   Collateral by virtue of the provisions hereof or of any other Credit Document   shall have any right to notice of any action or to consent to, direct or   object to any action hereunder or under any other Credit Document or   otherwise in respect of the Collateral (including the release or impairment   of any Collateral) other than in its capacity as a Lender or Agent and, in   such case, only to the extent expressly provided in the Credit Documents.   Notwithstanding any other provision of this Agreement to the contrary, the   Administrative Agent shall not be required to verify the payment of, or that   other satisfactory arrangements have been made with respect to, Obligations   arising under Secured Hedge Agreements and Secured Cash Management   Agreements, unless the Administrative Agent has received written notice of   such Obligations, together with such supporting documentation as the   AdministrativeAgent may request, from the applicable Cash Management Bank or   Hedge Bank, as the case may be. 12.13Intercreditor Agreement Governs. The   Administrative Agent, the Collateral Agent, and each Lender (a) hereby agrees   that it will be bound by and will take no actions contrary to the provisions   of any intercreditor agreement entered into pursuant to the terms hereof, (b)   hereby authorizes and instructs the Administrative Agent and the Collateral   Agent to enter into each intercreditor agreement entered into pursuant to the   terms hereof and to subject the Liens securing the Secured Obligations to the   provisions thereof, and (c) hereby authorizes and instructs the   Administrative Agent and the Collateral Agent to enter into any intercreditor   agreement that includes, or to amend any then existing intercreditor   agreement to provide for, the terms described in the definition of Permitted   Other Indebtedness. Section 13. Miscellaneous. 13.1 Amendments, Waivers, and   Releases. Neither this Agreement nor any other Credit Document, nor any terms   hereof or thereof, may be amended, supplemented or modified except in   accordance with the provisions of this Section 13.1. Except as provided to   the contrary under Section 2.14 or 2.15 or the fifth and sixth paragraphs   hereof in respect of Replacement Term Loans, and other than with respect to   any amendment, modification or waiver contemplated in the proviso to clause   (i) below, which shall only require the consent of the Lenders expressly set   forth therein and not Required (a) enter the Required Lenders, the Required   Lenders may, or, with the written consent of the Lenders, the Administrative   Agent and/or the Collateral Agent may, from time to time, into with the   relevant Credit Party or Credit Parties written amendments, supplements or   modifications hereto and to the other Credit Documents for the purpose of   adding any provisions to this Agreement or the other Credit Documents or   changing in any manner the rights of the Lenders or of the Credit Parties   hereunder or thereunder or (b) waive in writing, on such terms and conditions   as the Required Lenders or the Administrative Agent and/or the Collateral   Agent, as the case may be, may specify in such instrument, any of the   requirements of this Agreement or the other Credit Documents or any Default   or Event of Default and its consequences; provided, however, that each such   waiver and each such amendment, supplement or modification shall be effective   only in the specific instance and for the specific purpose for which given;   and provided, further, that no such waiver and no such amendment, supplement   or modification shall (x) (i) forgive or reduce any portion of any Loan or   extend the final scheduled maturity date of any Loan or reduce the stated rate   (it being understood that only the consent of the Required Lenders shall be   necessary to waive any obligation of the Borrower to pay interest at the   Default Rate or amend Section 2.8(c)), or forgive any portion thereof, or   extend the date for the payment, of any principal, interest or fee hereunder   (other than as a result of waiving the applicability of any post-default   increase in interest rates), or extend the final expiration date of any   Letter of Credit beyond the L/C Facility Maturity -154-#8983238089847286v115 


    




 










Date, or amend   or modify any provisions of Sections 5.3(a) (with respect to the ratable   allocation of any payments only) 13.8(a) or 13.20, or make any Loan,   interest, Fee or other amount payable in any currency -155-#8983238089847286v115   


    




 










other than   expressly provided herein, in each case without the written consent of each   Lender directly and adversely affected thereby; provided that a waiver of any   condition precedent in Section 6 or 7 of this Agreement, the waiver of any   Default, Event of Default, default interest, mandatory prepayment or   reductions, any modification, waiver or amendment to the financial covenant   definitions or financial ratios or any component thereof or the waiver of any   other covenant shall not constitute an increase of any Commitment of a   Lender, a reduction or forgiveness in the interest rates or the fees or   premiums or a postponement of any date scheduled for the payment of   principal, premium or interest or an extension of the final maturity of any   Loan or the scheduled termination date of any Commitment, in each case for   purposes of this clause (i), or (ii) consent to the assignment or transfer by   the Borrower of its rights and obligations under any Credit Document to which   it is a party(exceptaspermitted pursuantto Section 10.3), in each case   without the written consent of each Lender directly and adversely affected   thereby, or (iii) amend, modify or waive any provision of Section 12 without   the written consent of the then-current Administrative Agent and Collateral Agent   in a manner that directly and adversely affects such Person, or (iv) amend,   modify or waive any provision of Section 3 with respect to any Letter of   Credit without the written consent of the Letter of Credit Issuer to the   extent such amendment, modification or waiver directly and adversely affects   the Letters of Credit Issuer, or (v) amend, modify or waive any provisions   (including the waiver of any conditions set forth in Section 6 or 7 of this   Agreement) which directly affects Lenders under one or more Facilities and   does not directly affect Lenders under any other Facilities, in each case,   without the written consent of the Required Facility Lenders under such   applicable Facility or Facilities (and in the case of multiple Facilities   which are affected, such Required Facility Lenders shall consent together as   one Facility); provided however that the waivers described in this clause (v)   shall not require the consent of any Lenders other than the Required Facility   Lenders under such Facility or Facilities; (vi) amend, modify or waive any   provisions hereof relating to Swingline Loans without the written consent of   the Swingline Lender in a manner that directly and adversely affects such   Person, or (vii) change any Revolving Credit Commitment to a Term Loan   Commitment, or change any Term Loan Commitment to a Revolving Credit   Commitment, in each case without the prior written consent of each Lender   directly and adversely affected thereby, or (viii) release all or   substantially all of the Guarantors under the Guarantees (except as expressly   permitted by the Guarantees, the First Lien Intercreditor Agreement, the   Second Lien Intercreditor Agreement or this Agreement) or release all or   substantially all of the Collateral under the Security Documents (except as expressly   permitted by the Security Documents, the First Lien Intercreditor Agreement,   the Second Lien Intercreditor Agreement or this Agreement) without the prior   written consent of each Lender, or (ix) decrease the Initial Term Loan   Repayment Amount applicable to Initial Term Loans or extend any scheduled   Initial Term Loan Repayment Date applicable to Initial Term Loans, in each   case without the written consent of each Lender directly and adversely   affected thereby, or (x) reduce the percentages specified in the definitions   of the term Required Lenders, Required Revolving Credit Lenders or Required   Initial Term Loan Lenders or amend, modify or waive any provision of this   Section 13.1 that has the effect of decreasing the number of Lenders that   must approve any amendment, modification or waiver, without the written   consent of each Lender, (y) notwithstanding anything to the contrary in   clause (x), (i) extend the final expiration date of any Lender’s Commitment   or (ii) increase the aggregate amount of the Commitments of any Lender, in   each case, without the written consent of such Lender, or (z) in connection   with an amendment that addresses solely a repricing transaction in which any   Class of Term Loans is refinanced with a replacement Class of Term Loans bearing   (or is modified in such a manner such that the resulting Term Loans bear) a   lower Effective Yield (a “Permitted Repricing Amendment”), only the consent   of the Lenders holding Term Loans subject to such permitted repricing   transaction that will continue as a Lender in respect of the repriced tranche   of Term Loans or modified Term Loans. -156-#8983238089847286v115 


    




 










Notwithstanding   anything to the contrary herein, no Defaulting Lender shall have any right to   approve or disapprove any amendment, waiver or consent hereunder, except (x)   that the Commitment of -157-#8983238089847286v115 


    




 










such Lender may   not be increased or extended without the consent of such Lender and (y) for   any such amendment, waiver or consent that treats such Defaulting Lender   disproportionately from the other Lender of the same Class (other than   because of its status as a Defaulting Lender). Notwithstanding the foregoing,   only the Required Revolving Credit Lenders shall have the ability to waive,   amend, supplement or modify the covenant set forth in Section 10.9 (or the   defined terms to the extent used therein but not as used in any other Section   of this Agreement) or Section 11 (solely as it relates to Section 10.9). Any   such waiver and any such amendment, supplement or modification shall apply   equally to each of the affected Lenders and shall be binding upon the   Borrower, such Lenders, the Administrative Agent and all future holders of   the affected Loans. In the case of any waiver, the Borrower, the Lenders and   the Administrative Agent shall be restored to their former positions and   rights hereunder and under the other Credit Documents, and any Default or   Event of Default waived shall be deemed to be cured and not continuing, it   being understood that no such waiver shall extend to any subsequent or other   Default or Event of Default or impair any right consequent thereon. In   connection with the foregoing provisions, the Administrative Agent may, but   shall have no obligations to, with the concurrence of any Lender, execute   amendments, modifications, waivers or consents on behalf of such Lender.   Notwithstanding the foregoing, in addition to any credit extensions and   related Joinder Agreement(s) effectuated without the consent of Lenders in   accordance with Section 2.14, this Agreement may be amended (or amended and   restated) with the written consent of the Required Lenders, the   Administrative Agent and the Borrower (a) to add one or more additional   credit facilities to this Agreement and to permit the extensions of credit   from time to time outstanding thereunder and the accrued interest and fees in   respect thereof to share ratably in the benefits of this Agreement and the   other Credit Documents with the Term Loans and the Revolving Credit Loans and   the accrued interest and fees in respect thereof and (b) to include   appropriately the Lenders holding such credit facilities in any determination   of the Required Lenders and other definitions related to such new Term Loans   and the Revolving Credit Loans. In addition, notwithstanding the foregoing,   this Agreement may be amended with the written consent of the Administrative   Agent, the Borrower and the Lenders providing the relevant Replacement Term   Loans to permit the refinancing of all outstanding Term Loans of any Class   (“Refinanced Term Loans”) with a replacement term loan tranche (“Replacement   Term Loans”) hereunder; provided that (a) the aggregate principal amount of   such Replacement Term Loans shall not exceed the aggregate principal amount   of such Refinanced Term Loans (plus an amount equal to all accrued   butunpaidinterest, fees, premiums, and expenses incurred in connection   therewith), (b) the Applicable Margin for such Replacement Term Loans shall   not be higher than the Applicable Margin for such Refinanced Term Loans,   unless any such Applicable Margin applies after the Initial Term Loan   Maturity Date, (c) the weighted average life to maturity of such Replacement   Term Loans shall not be shorter than the weighted average life to maturity of   such Refinanced Term Loans at the time of such refinancing (except to the   extent of nominal amortization for periods where amortization has been   eliminated as a result of prepayment of the applicable Term Loans), and (d)   the covenants, events of default and guarantees shall be not materially more   restrictive (taken as a whole) (as determined in good faith by the Borrower)   to the Lenders providing such Replacement Term Loans than the covenants,   events of default and guarantees applicable to such Refinanced Term Loans,   except to the extent necessary to provide for covenants, events of default   and guarantees applicable to any period after the maturity date in respect of   the Refinanced Term Loans in effect immediately prior to such refinancing.   -158-#8983238089847286v115 


    




 










The Lenders   hereby irrevocably agree that the Liens granted to the Collateral Agent by   the Credit Parties on any Collateral shall be automatically released (i) in   full, upon the termination of thisAgreement and the payment of all Obligations   hereunder(except for(w) contingent indemnification obligations in respect of   which a claim has not yet been made, (x) Secured Hedge Obligations, (y) Cash   Collateralized Letters of Credit pursuant to arrangements reasonably   acceptable to the Letter of Credit Issuer and (z) Secured Cash Management   Obligations), (ii) upon the sale or other disposition of such Collateral   (including as part of or in connection with any other sale or other   disposition permitted hereunder) to any Person other than another Credit   Party, to the extent such sale or other disposition ismade in compliance with   the terms of this Agreement (and the Collateral Agent may rely conclusively   on a certificate to that effect provided to it by any Credit Party upon its   reasonable request without further inquiry), (iii) to the extent such   Collateral is comprised of property leased to a Credit Party, upon   termination or expiration of such lease, (iv) if the release of such Lien is   approved, authorized or ratified in writing by the Required Lenders (or such   other percentage of the Lenders whose consent may be required in accordance   with this Section 13.1), (v) to the extent the property constituting such   Collateral is owned by any Guarantor, upon the release of such Guarantor from   its obligations under the applicable Guarantee (in accordance with the second   following sentence), (vi) as required to effect any sale or other disposition   of Collateral in connection with any exercise of remedies of the Collateral   Agent pursuant to the Security Documents, and (vii) if such assets constitute   Excluded Property or Excluded Stock or Stock Equivalents. Any such release   shall not in any manner discharge, affect, or impair the Obligations or any   Liens (other than those being released) upon (or obligations (other than   those being released) of the Credit Parties in respect of) all interests   retained by the Credit Parties, including the proceeds of any sale, all of   which shall continue to constitute part of the Collateral except to the   extent otherwise released in accordance with the provisions of the Credit   Documents. Additionally, the Lenders hereby irrevocably agree that any   Restricted Subsidiary that is a Guarantor shall be released from the   Guarantees upon consummation of any transaction not prohibited hereunder   resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary.   The Lenders hereby authorize the Administrative Agent and the   CollateralAgent,asapplicable,toexecute anddeliveranyinstruments,documents,and   agreements necessary or desirable to evidence and confirm the release of any   Guarantor or Collateral pursuant to the foregoing provisions of this   paragraph, all without the further consent or joinder of any Lender.   Notwithstanding anything herein to the contrary, the Credit Documents may be amended   to add syndication or documentation agents and make customary changes and   references related thereto with the consent of only the Borrower and the   Administrative Agent. Notwithstanding anything in this Agreement (including,   without limitation, this Section 13.1) or any other Credit Document to the   contrary, (i) this Agreement and the other Credit Documents may be amended to   effect an incremental facility or extension facility pursuant to Section 2.14   (and the Administrative Agent and the Borrower may effect such amendments to   this Agreement and the otherCredit Documents without the consent of any other   party as may be necessary or appropriate, in the reasonable opinion of the   Administrative Agent and the Borrower, to effect the terms of any such incremental   facility or extension facility); (ii) no Lender consent is required to effect   any amendment or supplement to the First Lien Intercreditor Agreement, Second   Lien IntercreditorAgreementorotherintercreditor agreement or arrangement   permitted under this Agreement that is for the purpose of addingthe holders   of any Indebtedness as expressly contemplated by the terms of the First Lien   Intercreditor Agreement, Second Lien Intercreditor Agreement or such other   intercreditor agreement or arrangement permitted under this Agreement, as   applicable (it being understood that any such amendment or supplement may   make such other changes to the applicable intercreditor agreement as, in the   good faith determination of the Administrative Agent, are required to effectuate   the foregoing; provided that such other changes are not adverse, in   -159-#8983238089847286v115 


    




 










any material   respect, to the interests of the Lenders taken as a whole); provided,   further, that no such agreement shall amend, modify or otherwise directly and   adversely affect -160-#8983238089847286v115 


    




 










the rights or   duties of the Administrative Agent hereunder or under any other Credit   Document without the prior written consent of the Administrative Agent; (iii)   any provision of this Agreement or any other Credit Document may be amended   by an agreement in writing entered into by the Borrower and the   Administrative Agent to (x) cure any ambiguity, omission, mistake, defect or   inconsistency (as reasonably determined by the Administrative Agent and the   Borrower) or (y) effect administrative changes of a technical or immaterial   nature (including to effect changes to the terms and conditions applicable   solely to the Letter of Credit Issuers in respect of issuances of Letters of   Credit); provided that, in each case, such amendment shall be deemed approved   by the Lenders if the Lenders shall have received at least five Business   Days’ prior written notice of such change and the Administrative Agent shall   not have received, within five Business Days of the date of such notice to   the Lenders, a written notice from the Required Lenders stating that the   Required Lenders object to such amendment; and (iv) guarantees, collateral   documents and related documents executed by Credit Parties in connection with   this Agreement may be in a form reasonably determined by the Administrative   Agent and may be, together with any other Credit Document, entered into,   amended, supplemented or waived, without the consent of any other Person, by   the applicable Credit Party or Credit Parties and the Administrative Agent or   the Collateral Agent in its or their respective sole discretion, to (A)   effect the granting, perfection, protection, expansion orenhancement of any   security interest in any Collateral or additional property to become   Collateral for the benefit of the Secured Parties, (B) as required by local   law or advice of counsel to give effect to, or protect any security interest   for the benefit of the Secured Parties, in any property or so that the   security interests therein comply with applicable requirements of law, or (C)   to cure ambiguities, omissions, mistakes or defects (as reasonably determined   by the Administrative Agent and the Borrower) or to cause such guarantee,   collateral security document or other document to be consistent with this   Agreement and the other Credit Documents. Notwithstanding anything in this   Agreement or any Security Document to the contrary, the Administrative Agent   may, in its sole discretion, grant extensions of time for the satisfaction of   any of the requirements under Sections 9.12, 9.13 and 9.14 or any Security   Documents in respect of any particular Collateral or any particular   Subsidiary if it determines that the satisfaction thereof with respect to   such Collateral or such Subsidiary cannot be accomplished without undue   expense or unreasonable effort or due to factors beyond the control of the   Borrower and the Restricted Subsidiaries by the time or times at which it   would otherwise be required to be satisfied under this Agreement or any   Security Document. 13.2 Notices. Unlessotherwiseexpresslyprovidedherein,allnoticesandother   communications provided for hereunder or under any other Credit Document   shall be in writing (including by facsimile transmission). All such written   notices shall be mailed, faxed or delivered to the applicable address,   facsimile number or electronic mail address, and all notices and other   communications expressly permitted hereunder to be given by telephone shall   be made to the applicable telephone number, as follows: (a)if to the   Borrower, the Administrative Agent, the Collateral Agent, a Letter of Credit   Issuer or the Swingline Lender, to the address, facsimile number, electronic   mail address or telephone number specified for such Person on Schedule 13.2   or to such other address,facsimile number, electronic mail address or   telephone number as shall be designated by such party in a notice to the   other parties; and (b) if to any other Lender, to the address, facsimile   number, electronic mail address or telephone number specified in its   Administrative Questionnaire or to such other address, facsimile number,   electronic mail address or telephone number as shall be designated by such   party in a notice to the Borrower, the Administrative Agent, the Collateral   Agent, the -161-#8983238089847286v115 


    




 










Letter of   Credit Issuers and the Swingline Lender.; -162-#8983238089847286v115 


    




 










(c) A copy of   all communications and notices provided by or to the Borrower hereunder shall   be provided to Davis Polk, as counsel to the Amendment No. 1 Consenting   Lenders, at the following address: Davis Polk & Wardwell LLP 450   Lexington Avenue New York, NY 10017 Attn: Damian S. Schaible Michelle M.   McGreal damian.schaible@davispolk.com michelle.mcgreal@davispolk.com All such   notices and other communications shall be deemed to be given or made upon the   earlier to occur of (i) actual receipt by the relevant party hereto and (ii)   (A) if delivered by hand or by courier, when signed for by or on behalf of   the relevant party hereto; (B) if delivered by mail, three Business Days after   deposit in the mails, postage prepaid; (C) if delivered by facsimile, when   sent and receipt has been confirmed by telephone; and (D) if delivered by   electronic mail, when delivered; provided that notices and other   communications to the Administrative Agent or the Lenders pursuant to   Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be effective until received.   13.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in   exercising, on the part of the Administrative Agent, the Collateral Agent or any   Lender, any right, remedy, power or privilege hereunder or under the other   Credit 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   herein provided are cumulative and not exclusive of any rights, remedies,   powers, and privileges provided by law. 13.4Survival of Representations and   Warranties. All representations and warranties made hereunder, in the other   Credit Documents and in any document, certificate or statement delivered   pursuanthereto or in connection herewith shall survive the execution and   delivery of this Agreement and the making of the Loans hereunder. 13.5   Payment of Expenses; Indemnification. (a) The Borrower agrees (i) to pay or   reimburse each of the Agents for all their reasonable and documented   out-of-pocket costs and expenses (without duplication) incurred in connection   with the development, preparation, execution and delivery of, and any   amendment, supplement, modification to, waiver and/or enforcement this   Agreement and the other Credit Documents and any other documents prepared in   connection herewith or therewith, and the consummation and administration of   the transactions contemplated hereby and thereby, including the reasonable   fees, disbursements and other charges of Cahill Gordon & Reindel LLP (or   such other counsel as may be agreed by the Administrative Agent and the   Borrower), one counsel in each relevant local jurisdiction with the consent   of the Borrower (such consent not to be unreasonably withheld or delayed),   (ii) to pay or reimburse each Agent for all their reasonable and documented   out-of-pocket costs and expenses incurred in connection with the enforcement   or preservation of any rights under this Agreement, the other Credit   Documents and any such other documents, including all such out-of-pocket   costs and expenses incurred during any workout or restructuring and including   the reasonable fees, disbursements and #89832380v1 -163- 


    




 










other charges   of one firm or counsel to the Administrative Agent and the Collateral Agent,   and, to the extent required, one firm or local counsel in each relevant local   jurisdiction with the Borrower’s consent (such consent not to be unreasonably   withheld or delayed (which may include a single special counsel acting in   multiple jurisdictions), and (iii) to pay all reasonable and documented fees,   costs and expenses of Davis Polk, as counsel to the Amendment No. 1   Consenting Lenders, incurred in connection with the enforcement or   preservation of any rights under this Agreement, Amendment No. 1, the other   Credit Documents and any such other documents, including all such fees, costs   and expenses incurred during any workout or restructuring, provided that from   and after the Amendment No. 1 Effective Date, in the event that Davis Polk   reasonably believes that such fees, costs and expenses will exceed $25,000 in   the aggregate for any one month, Davis Polk shall provide written notice   thereof to the Borrower, along with a summary explanation of such expected   fees, costs and expenses for such month, (iv) to pay, indemnify and hold   harmless each Lender, each Agent, each Letter of Credit Issuer and their   respective Related Parties (without duplication) (the “Indemnified Persons”)   from and against any and all losses, claims, damages, liabilities,   obligations, demands, actions, judgments, suits, costs, expenses,   disbursements or penalties of any kind or nature whatsoever (and the   reasonable and documented out-of-pocket fees, expenses, disbursements and   other charges of one firm of counsel for all Indemnified Persons, taken as a   whole (and, in the case of an actual or perceived conflict of interest where   the Indemnified Person affected by such conflict notifies the Borrower of any   existence of such conflict and in connection with the investigating or   defending any of the foregoing (including the reasonable fees) has retained   its own counsel, of another firm of counsel for such affected Indemnified   Person), and to the extent required, one firm or local counsel in each   relevant jurisdiction (which may include a single special counsel relating to   any acting in multiple jurisdictions)) of any such Indemnified Person arising   out of or #89832380v1 -164- 


    




 










action, claim,   litigation, investigation or other proceeding (regardless of whether such   Indemnified Personis a party thereto or whether or not such action, claim,   litigation or proceeding was brought by the Borrower, any of its Subsidiaries   or any other Person), arising out of, or with respect to the Transactions or   to the execution, enforcement, delivery, performance and administration of   this Agreement, the otherCredit Documents and any such other documents,   including any of the foregoing relating to the violation of, noncompliance   with or liability under, any Environmental Law or any actual or alleged   presence, Release or threatened Release of Hazardous Materials relating in   any way to the Borrower or any of its Subsidiaries (all the foregoing in this   clause (iiiv), collectively, the “Indemnified Liabilities”); provided that   the Borrower shall have no obligation hereunder to any Indemnified Person   with respect to indemnified liabilities to the extent arising from (i) the   gross negligence, bad faith or willful misconduct of such Indemnified Person   or any of its Related Parties as determined in a final and non-appealable   judgment of a court of competent jurisdiction, (ii) a material breach of the   obligations of such Indemnified Person or any of its Related Parties under   the terms of this Agreement by such Indemnified Person or any of its Related   Parties as determined in a final and non-appealable judgment of a court of   competent jurisdiction, or (iii) any proceeding between and among Indemnified   Persons that does not involve an act or omission by the Borrower or its   Restricted Subsidiaries; provided the Agents, to the extent acting in their   capacity as such, shall remain indemnified in respect of such proceeding, to   the extent that neither of the exceptions set forth in clause (i) or (ii) of   the immediately preceding proviso applies to such person at such time. The   agreements in this Section 13.5 shall survive repayment of the Loans and all   other amounts payable hereunder. This Section 13.5 shall not apply with   respect to Taxes, other than any Taxes that represent losses, claims,   damages, liabilities, obligations, penalties, actions, judgments, suits,   costs, expenses or disbursements arising from any non-Tax claim. (b) No   Credit Party nor any Indemnified Person shall have any liability for any   special, punitive, indirect or consequential damages resulting from this   Agreement or any other Credit Document or arising out of its activities in   connection herewith or therewith (whether before or after the ClosingDate);provided   that the foregoing shall not limit the Borrower’s indemnification obligations   to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages   incurred or paid by an Indemnified Person to a third party. No Indemnified   Person 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 Credit Documents or the   transactions contemplated hereby or thereby, except to the extent that such   damages have resulted from the willful misconduct, bad faith or gross   negligence of any Indemnified Person or any of its Related Parties as   determined by a final and non-appealable judgment of a court of competent   jurisdiction. 13.6 Successors and Assigns; Participations and Assignments.   (a) parties hereto The provisions of this Agreement shall be binding upon and   inure to the benefit of the and their respective successors and assigns   permitted hereby, except that (i) except as expressly permitted by Section   10.3, the Borrower may not assign or otherwise transfer any of their rights   or obligations hereunder without the prior written consent of the   Administrative Agent and each Lender (and any attempted assignment or   transfer by the Borrower without such consent shall be null and void) and   (ii) no Lender may assign or otherwise transfer its rights or obligations   hereunder except in accordance with this Section 13.6. 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 clause (c) of this   Section 13.6) and, to the extent expressly contemplated hereby, the Related   Parties of each of the Administrative Agent, the #89832380v1 -165- 


    




 










Collateral   Agent, the Letter of Credit Issuers and the Lenders and each other Person   entitled to indemnification this Agreement. under Section 13.5) any legal or   equitable right, remedy or claim under or by reason of #89832380v1 -166- 


    




 










(b) (i) Subject   to the conditions set forth in clause (b)(ii) below and Section 13.7, any   Lender may at any time assign to one or more assignees all or a portion of   its rights and obligations under this Agreement (including all or a portion   of its Commitments and the Loans (including participations in L/C Obligations   or Swingline Loans) at the time owing to it) with the prior written consent   (such consent not to be unreasonably withheld or delayed; it being understood   that, without limitation, the Borrower shall have the right to withhold its   consent to any assignment if, in order for such assignment to comply with   applicable law, the Borrower would be required to obtain the consent of, or   make any filing or registration with, any Governmental Authority) of: (A) the   Borrower; provided that the Borrower shall be deemed to have consented to any   such assignment of the Term Loans unless it shall have objected thereto by   written notice to the Administrative Agent within ten Business Days after   having received notice thereof; provided, further, that no consent of the   Borrower shall be required for (1) an assignment of Term Loans to (X) a   Lender, (Y) an Affiliate of a Lender, or (Z) an Approved Fund, (2) an   assignment of Loans or Commitments to any assignee if an Event of Default   under Section 11.1 or Section 11.5 (with respect to the Borrower) has   occurred and is continuing or (3) any assignments between Goldman Sachs Bank   USA and Goldman Sachs Lending Partners LLC; and (B) the Administrative Agent   (not to be unreasonably withheld or delayed) and, in the case of Revolving   Credit Commitments or Revolving Credit Loans only, the Swingline Lender and   the Letter of Credit Issuers; provided that no consent of the Administrative   Agent shall be required for an assignment of any Term Loan to a Lender, an   Affiliate of a Lender or an Approved Fund; provided, further that no consent   of the Administrative Agent, the Swingline Lender or any Letter of Credit   Issuer shall be required for any assignments between Goldman Sachs Bank USA   and Goldman Sachs Lending Partners LLC. Notwithstanding the foregoing, no   such assignment shall be made (i) to a natural Person, Disqualified Lender or   Defaulting Lender and (ii) with respect to the Revolving Credit Commitments,   the Borrower or any of its Subsidiaries. For the avoidance of doubt, the   Administrative Agent shall bear no responsibility or liability for monitoring   and enforcing the list of Persons who are Disqualified Lenders at any time.   (ii) Assignments shall be subject to the following additional conditions: (A)   except in the case of an assignment to a Lender, an Affiliate of a Lender or   an Approved Fund or an assignment of the entire remaining amount of the   assigning Lender’s Commitment or Loans of any Class, the amount of the   Commitment or Loans of the assigning Lender subject to each such assignment   (determined as of the date the Assignment and Acceptance with respect to such   assignment is delivered to the Administrative Agent) shall not be less than   $5,000,000 in the case of Revolving Credit Commitments and $1,000,000 in the   case of Term Loans, unless each of the Borrower and the Administrative Agent   otherwise consents (which consents shall not be unreasonably withheld or   delayed); provided that no such consent of the Borrower shall be required if   an Event of Default under Section 11.1 or Section 11.5 has occurred and is   continuing; provided, further, that contemporaneous assignments by a Lender   and its Affiliates or Approved Funds shall be aggregated for purposes of   meeting the minimum assignment amount requirements stated above (and   simultaneous assignments to or by two or more Related Funds shall be treated   as #8983238089847286v115 -167- 


    




 










one   assignment), if any; (B) each partial assignment shall be made as an   assignment of a proportionate part of all the this assigning Lender’s rights   and obligations under this Agreement; provided that #8983238089847286v115   -168- 


    




 










clause shall   not be construed to prohibit the assignment of a proportionate part of all   the assigning Lender’s rights and obligations in respect of one Class of   Commitments or Loans; (C) the parties to each assignment shall execute and   deliver to the Administrative Agent an Assignment and Acceptance via an   electronic settlement system or other method reasonably acceptable to the   Administrative Agent, together with a processing and recordation fee in the   amount 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; provided, further, that such recordation fee shall not be   payable in the case of assignments by any Affiliate of the Joint Bookrunners;   (D)the assignee, if it shall not be a Lender, shall deliver to the   Administrative Agent administrative questionnaire inaform approvedbythe   Administrative Agent(the “Administrative Questionnaire”) and applicable tax   forms (as required under Section 5.4(e)); and an (E) any assignment to the   Borrower or any Subsidiary shall also be subject to the requirements of   Section 13.6(h). For the avoidance of doubt, the Administrative Agent bears   no responsibility for tracking or monitoring assignments to or participations   by any Disqualified Lender. (iii) Subject to acceptance and recording thereof   pursuant to clause (b)(v) of this Section 13.6, from and after the effective   date specified in each Assignment and Acceptance, the assignee thereunder   shall be a party hereto and, to the extent of the interest assigned by such   Assignment and Acceptance, have Lender thereunder be released from the rights   and obligations of a Lender under this Agreement, and the assigning shall, to   the extent of the interest assigned by such Assignment and Acceptance, its   obligations under this Agreement (and, in the case of an Assignment and   Acceptance 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 2.10, 2.11, 3.5, 5.4 and   13.5). Any assignment or transfer by a Lender of rights or obligations under   this Agreement that does not comply with this Section 13.6 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 clause (c) of this Section   13.6. For the avoidance of doubt, in case of an assignment to a new Lender   pursuant to this Section 13.6, (i) the Administrative Agent, the new Lender   and other Lenders shall acquire the same rights and assume the same   obligations between themselves as they would have acquired and assumed had   the new Lender been an original Lender signatory to this Agreement with the   rights and/or obligations acquired or assumed by it as a result of the   assignment and to the extent of the assignment the assigning Lender shall   each be released from further obligations under the Credit Documents and (ii)   the benefit of each Security Document shall be maintained in favor of the new   Lender. (iv)The Administrative Agent, acting for this purpose as a   non-fiduciary agent of the Borrower, shall maintain at the Administrative   Agent’s Office a copy of each Assignment and Acceptance delivered to it and a   register for the recordation of the names and addresses of the Lenders, and   the Commitments of, and principal amount of the Loans (and stated interest   amounts) and any payment made by a Letter of Credit Issuer under any Letter   of Credit 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, the Collateral   Agent, the Letter of Credit Issuers 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, -160-#8983238089847286v115 


    




 










notwithstanding   notice to the -161-#8983238089847286v115 


    




 










contrary. The   Register shall be available for inspection by the Borrower, the Collateral   Agent, the Letter of Credit Issuers, the Administrative Agent and its   Affiliates and, with respect to itself, any Lender, at any reasonable time   and from time to time upon reasonable prior notice. (v)Upon its receipt of a   duly completed Assignment and Acceptance executed by an assigning Lender and   an assignee, the assignee’s completed Administrative Questionnaire and   applicable tax forms (unless the assignee shall already be a Lender   hereunder), the processing and recordation fee referred to in clause (b) of   this Section 13.6 and any written consent to such assignment required by   clause (b) of this Section 13.6, the Administrative Agent shall promptly   accept such Assignment and Acceptance and record the information contained   therein in the Register. No assignment, whether or not evidenced by a   promissory note, shall be effective for purposes of this Agreement unless it   has been recorded in the Register as provided in this clause (b)(v). (c) the   Letter of (i) Any Lender may, without the consent of the Borrower or the   Administrative Agent, Credit Issuers or the Swingline Lender, sell   participations to one or more banks or other entities (other than (x) a   natural person, (y) the Borrower and its Subsidiaries and (z) any   Disqualified Lender provided, however, that, notwithstanding clause (y)   hereof, participations may be sold to Disqualified Lenders unless a list of   Disqualified Lenders has been made available to all Lenders) (each, a   “Participant”) in all or a portion of such Lender’s rights and obligations   under this Agreement (including all or a portion of its Commitments and the   Loans owing to it); provided that (A) such Lender’s obligations under this   Agreement shall remain unchanged, (B) such Lender shall remain solely   responsible to the other parties hereto for the performance of such   obligations, and (C) the Borrower, the Administrative Agent, the Letter of   Credit Issuers 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, the   Administrative Agent shall bear no responsibility or liability for monitoring   and enforcing the list of Disqualified Lenders or the sales of participations   thereto at any time. 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 or any other Credit   Document; provided that such agreement or instrument may provide that such   Lender will not, without the consent of the Participant, agree to any   amendment, modification or waiver described in clauses (i) and (vii) of the   second proviso to Section 13.1 that affects such Participant. Subject to   clause (c)(ii) of this Section 13.6, the Borrower agrees that each   Participant shall be entitled to the benefits of Sections 2.10, 2.11, 3.5 and   5.4 to the same extent as if it were a Lender (subject to the Lender and had   acquired its including the requirements of limitations and requirements of   those Sections as though it were a interest by assignment pursuant to clause   (b) of this Section 13.6, clause (e) of Section 5.4) (it being agreed that   any documentation required under Section 5.4(e) shall be provided to the   participating Lender)). To the extent permitted by law, each Participant also   shall be entitled to the benefits of Section 13.8(b) as though it were a   Lender; provided such Participant shall be subject to Section 13.8(a) as   though it were a Lender. (ii) A Participant shall not be entitled to receive   any greater payment under Section 2.10, 2.11, 3.5 or 5.4 than the applicable   Lender would have been entitled to receive absent the sale of such the   participation sold to such Participant, unless the sale of the participation   to such Participant is made with the Borrower’s prior written consent (which   consent shall not be unreasonably withheld). Each Lender that sells a   participation shall, acting solely for this purpose as a non-fiduciary 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 amounts)   of each Participant’s interest in the Loans or other obligations under this   Agreement (the “Participant Register”). 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   -162-#8983238089847286v115 


    




 










Agreement   notwithstanding any notice -163-#8983238089847286v115 


    




 










to the   contrary. No Lender shall have any obligation to disclose all or any portion   of the Participant Register to any Person (including the identity of any   Participant or any information relating to a Participant’s interest in any   commitments, loans, letters of credit or its other obligations under any   Credit Document) 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. (d) Any Lender may, without the consent of the Borrower or the   Administrative Agent, 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, or other central bank having jurisdiction over such   Lender and this Section 13.6 shall not apply to any such pledge or assignment   of a security interest; provided that no such pledge or assignment of a   security interest shall release a Lender from any of its obligations   hereunder or substitute any such pledgee or assignee for such Lender as a   party hereto. (e) Participant, prospective Subject to Section 13.16, the Borrower   authorizes each Lender to disclose to any secured creditor of such Lender or   assignee (each, a “Transferee”) and any Transferee any and all financial   information in such Lender’s possession concerning the Borrower and its   Affiliates that has been delivered to such Lender by or on behalf of the   Borrower and its Affiliates pursuant to this Agreement or that has been   delivered to such Lender by or on behalf of the Borrower and its Affiliates   in connection with such Lender’s credit evaluation of the Borrower and its   Affiliates prior to becoming a party to this Agreement. (f) The words   “execution,” “signed,” “signature,” and words of like import in any   Assignment and Acceptance 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. (g) SPV Lender. Notwithstanding   anything to the contrary contained herein, any Lender (a “Granting Lender”)   may grant to a special purpose funding vehicle (an “SPV”), identified as such   in writing from time to time by the Granting Lender to the Administrative   Agent and the Borrower, the option to provide to the Borrower all or any part   of any Loan that such Granting Lender would otherwise be obligated to make   the Borrower pursuant to this Agreement; provided that (i) nothing herein   shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV   elects not to exercise such option or otherwise fails to provide all or any   part of such Loan, the Granting Lender shall be obligated to make such Loan   pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall   utilize the Commitment of the Granting Lender to the same extent, and as if,   such Loan were made by such Granting Lender. Each party hereto hereby agrees   that no SPV shall be liable for any indemnity or similar payment obligation   under this Agreement (all liability for which shall remain with the Granting   Lender). In furtherance of the foregoing, each party hereto hereby agrees   (which agreement shall survive the termination of this Agreement) that, prior   to the date that is one year and one day after the payment in full of all   outstanding commercial paper or other senior indebtedness of any SPV, it   shall not institute against, or join any other Person in instituting against,   such SPV any bankruptcy, reorganization, arrangement, insolvency or   liquidation proceedings under the laws of the United States or any State   thereof. In addition, notwithstanding anything to the contrary contained in   this Section 13.6, any SPV may (i) with notice to, but without the prior   written consent of, the Borrower and the Administrative Agent and without   paying any processing fee therefor, assign all or a portion of its interests   in any Loans -164-#8983238089847286v115 


    




 










to the Granting   Lender or to any financial institutions (consented to by the Borrower and the   Administrative Agent) other than a Disqualified Lender providing liquidity   and/or credit support to or for the account of such SPV to support the   funding or maintenance of Loans and (ii) subject to Section 13.16, disclose   on a confidential basis any non-public information relating to its Loans to   any rating agency, commercial paper dealer or provider of any surety,   guarantee or credit or liquidity enhancement to such SPV. This Section   13.6(g) may not be amended without the written consent of the SPV.   Notwithstanding anything to the contrary in this Agreement but subject to the   following sentence, each SPV shall be entitled to the benefits of Sections   2.10, 2.11, 3.5 and 5.4 to the same extent as if it were a Lender (subject to   the limitations and requirements of those Sections as though it were a Lender   and had acquired its interest by assignment pursuant to clause (b) of this   Section 13.6, including the requirements of clause (e) of Section 5.4 (it   being agreed that any documentation required under Section 5.4(e) shall be   provided to the Granting Lender)). Notwithstanding the prior sentence, an SPV   shall not be entitled to receive any greater payment under Section 2.10,   2.11, 3.5 or 5.4 than its Granting Lender would have been entitled to receive   absent the grant to such SPV, unless such grant to such SPV is made with the   Borrower’s prior written consent (which consent shall not be unreasonably   withheld). (h) Notwithstanding anything to the contrary contained herein, (x)   any Lender may, at any time, assign all or a portion of its rights and   obligations under this Agreement in respect of its Term Loans to the Borrower   or any Affiliate and (y) the Borrower and any Affiliate may, from time to   time, purchase or prepay Term Loans, in each case, on a non-pro rata basis   through (1) Dutch auction procedures open to all applicable Lenders on a pro   rata basis in accordance with customary procedures to be agreed between the   Borrower and the Auction Agent or (2) open market purchases; provided that   (I) at the time of such assignment, no Event of Default shall have occurred   and be continuing, (II) any Term Loans acquired by the Borrower or any of its   controlled Affiliates shall be retired and cancelled promptly upon the   acquisition thereof, and (III) no Term Loans shall be purchased by the   Borrower or any Affiliate with the proceeds of any Revolving Loans. (h)   [reserved]. None of the Borrower or any Subsidiary of the Borrower shall be   required to make any representation that it is not in possession of   information which is not publicly available and/or material with respect to   the Borrower and its Subsidiaries or their respective securities for purposes   of U.S. federal and state securities laws. 13.7 Replacements of Lenders Under   Certain Circumstances. (a) Commitment The Borrower shall be permitted (x) to   replace any Lender or (y) terminate the of such Lender or Letter of Credit   Issuer, as the case may be, and (1) in the case of a Lender (other than a   Letter of Credit Issuer), repay all Obligations of the Borrower due and owing   to such Lender relating to the Loans and participations held by such Lender   as of such termination date and (2) in the case of a Letter of Credit Issuer,   repay all Obligations of the Borrower owing to of Credit Letter of such   Letter of Credit Issuer Issuer as of such termination Credit Issuer any   Letters of relating to the Loans and participations held by such Letter date   and cancel or backstop on terms satisfactory to such Credit issued by it that   (a) requests reimbursement for amounts owing pursuant to Sections 2.10, 3.5   or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and   as a result thereof any of the actions described in such Section is required   to be taken, or (c) becomes a Defaulting Lender, with a replacement bank or   other financial institution; provided that (i) such replacement does not   conflict with any Requirements of Law, (ii) no Event of Default under   Sections 11.1 or 11.5 shall have occurred and be continuing at the time of   such replacement, (iii) the Borrower shall repay (or the replacement bank or   institution shall purchase, at par) all Loans and other amounts pursuant to   Sections 2.10, 2.11, 3.5 or 5.4, as the case may be, owing to such replaced   -165-#8983238089847286v115 


    




 










Lender prior to   the date of replacement, (iv) the replacement bank or institution, if not   already a Lender, an Affiliate of the Lender or Approved Fund, and the terms   and -166-#8983238089847286v115 


    




 










conditions of   such replacement, shall be reasonably satisfactory to the Administrative   Agent, (v) the replacement bank or institution, if not already a Lender shall   be subject to the provisions of Section 13.6(b), (vi) the replaced Lender   shall be obligated to make such replacement in accordance with the provisions   of Section 13.6 (provided that unless otherwise agreed the Borrower shall be   obligated topay the registration and processing fee referred to therein), and   (vii) any such replacement shall not be deemed to be a waiver of any rights   that the Borrower, the Administrative Agent or any other Lender shall have   against the replaced Lender. If any Lender (such Lender, a “Non-Consenting   Lender”) has failed to consent to a (b) proposed amendment, waiver, discharge   or termination that pursuant to the terms of Section 13.1 requires the   consent of either (i) all of the Lenders directly and adversely affected or   (ii) all of the Lenders, and, in each directly and adversely have the right   (unless case, with respect to which the Required Lenders (or at least 50.1%   of the affected Lenders) shall have granted their consent, then, the Borrower   shall such Non-Consenting Lender grants such consent) to (x) replace such   Non-Consenting Lender by requiring such Non-Consenting Lender to assign its   Loans, and its Commitments hereunder to one or more assignees reasonably   acceptable to the Administrative Agent (to the extent such consent would be   required under Section 13.6) or to terminate the Commitment of such Lender or   Letter of Credit Issuer, as the case may be, and (1) in the case of a Lender   (other than a Letter of Credit Issuer), repay all Obligations of the Borrower   due and owing to such Lender relating to the Loans and participations held by   such Lender as of such termination date and (2) in the case of a Letter of   Credit Issuer, repay all Obligations of the Borrower owing to such Letter of   Credit Issuer relating to the Loans and participations held by such Letter of   Credit Issuer as of such termination date and cancel or backstop on terms   satisfactory to such Letter of Credit Issuer any Letters of Credit issued by   it); provided that (a) all Obligations hereunder of the Borrower owing to   such Non-Consenting Lender being replaced shall be paid in full to such   Non-Consenting Lender concurrently with such assignment including any amounts   that such Lender may be owed pursuant to Section 2.11, and (b) the   replacement Lender shall purchase the foregoing by paying to such   Non-Consenting Lender a price equal to the principal amount thereof plus   accrued and unpaid interest thereon, and (c) the Borrower shall pay to such   Non-Consenting Lender the amount, if any, owing to such Lender pursuant to   Section 5.1(b). In connection with any such assignment, the Borrower, the   Administrative Agent, such Non-Consenting Lender and the replacementLender   shall otherwise comply with Section 13.6. 13.8 Adjustments; Set-off. (a)   Except as contemplated in Section 13.6 or elsewhere herein, if any Lender (a   “Benefited Lender”) shall at any time receive any payment of all or part of   its Loans, or interest thereon, 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 11.5, or otherwise), in a   greater proportion than any such payment to or collateral received by any other   Lender, if any, in respect of such other Lender’s Loans, or interest thereon,   such Benefited Lender shall purchase for cash from the other Lenders a   participating interest in such portion of each such other Lender’s Loan, or   shall provide such other Lenders with the benefits of any such collateral, or   the proceeds thereof, as shall be necessary to cause such Benefited Lender to   share the excess payment or benefits of such collateral or proceeds ratably   with each of the Lenders; provided, however, that if all or any portion of   such excess payment or benefits is thereafter recovered from such Benefited   Lender, such purchase shall be rescinded, and the purchase price and benefits   returned, to the extent of such recovery, but without interest. (b) After the   occurrence and during the continuance of an Event of Default, in addition to   any rights and remedies of the Lenders provided by law, each Lender shall   have the right, without -167-#8983238089847286v115 


    




 










prior notice   notice being to the Credit Parties but with the prior consent of the   Administrative Agent, any such -168-#8983238089847286v115 


    




 










expressly   waived by the Credit Parties to the extent permitted by applicable law, upon   any amount becoming due and payable by the Credit Parties hereunder (whether   at the stated maturity, by acceleration or otherwise) to set-off and   appropriate and apply against such amount any and all deposits (general or   special, time or demand, provisional or final) (other than payroll, trust,   tax, fiduciary, and petty cash accounts), in any currency, and any other   credits, indebtedness or claims, 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 or any branch or agency thereof to or for the credit   or the account of the Credit Parties. Each Lender agrees promptly to notify   the Credit Parties and the Administrative Agent after any such set-off and   application made by such Lender; provided that the failure to give such   notice shall not affect the validity of such set-off and application.   13.9Counterparts. This Agreement may be executed by one or more of the   parties to this Agreement on any number of separate counterparts (including   by facsimile or other electronic transmission), and all of said counterparts   taken together shall be deemed to constitute one and the same instrument. A   set of the copies of this Agreement signed by all the parties shall be lodged   with the Borrower and the Administrative Agent. 13.10Severability. 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. 13.11Integration. This Agreement and the other Credit   Documents represent the agreement of the Borrower, the Collateral Agent, the   Administrative Agent and the Lenders with respect to the subject matter   hereof, and there are no promises, undertakings, representations or   warranties by the Borrower, the Administrative Agent, the Collateral Agent   nor any Lender relative to subject matter hereof not expressly set forth or   referred to herein or in the other Credit Documents. 13.12GOVERNING LAW. THIS   AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED   BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF   NEW YORK. EACH LETTEROFCREDITSHALLBEGOVERNEDBY,ANDCONSTRUEDIN ACCORDANCE   WITH, THE LAWS OF THE STATE OF NEW YORK. 13.13Submission to Jurisdiction;   Waivers. Each party hereto irrevocably and unconditionally: (a)submits for   itself and its property in any legal action or proceeding relating to this   Agreement and the other Credit Documents to which it is a party to the   exclusive general jurisdiction of the courts of the State of New York or the   courts of the United States for the Southern District of New York, in each   case sitting in New York City in the Borough of Manhattan, and appellate   courts from any thereof; (b) consents that any such action or proceeding   shall be brought in such courts and waives (to the extent permitted by   applicable law) any objection that it may now or hereafter have to the venue   of any such action or proceeding in any such court or that such action or   proceeding was brought in an inconvenient court and agrees not to plead or   claim the same or to commence or support any such action or proceeding in any   other courts; -169-#8983238089847286v115 


    




 










(c) agrees that   service of process in any such action or proceeding shall be effected by mailing   a copy thereof by registered or certified mail (or any substantially similar   form of mail), postage prepaid, to such Person at its address set forth on   Schedule 13.2 at such other address of which the Administrative Agent shall   have been notified pursuant to Section 13.2; (d) agrees that nothing herein   shall affect the right of the Administrative Agent, any Lender or another   Secured Party to effect service of process in any other manner permitted by   law or to commence legal proceedings or otherwise proceed against the   Borrower or any other Credit Party in any other jurisdiction; and (e) waives,   to the maximum extent not prohibited by law, any right it may have to claim   or recover in any legal action or proceeding referred to in this Section   13.13 any special, exemplary, punitive or consequential damages; provided   that nothing in this clause (e) shall limit the Credit Parties’   indemnification obligations set forth in Section 13.5. 13.14Acknowledgments.   The Borrower hereby acknowledges that: (a) it has been advised by counsel in   the negotiation, execution, and delivery of this Agreement and the other   Credit Documents; (b)(i)the credit facilities provided for hereunder and any   related arranging or other services in connection therewith (including in   connection with any amendment, waiver or other modification hereof or of any   other Credit Document) are an arm’s-length commercial transaction between the   Borrower and the other Credit Parties, on the one hand, and the   Administrative Agent, the Lenders and the other Agents on the other hand, and   the Borrower and the other Credit Parties are capable of evaluating and   understanding and understand and accept the terms, risks and conditions of   the transactions contemplated hereby and by the other Credit Documents (including   any amendment, waiver or other modification hereof or thereof); (ii)in   connection with the process leading to such transaction, each of the   Administrative Agent and the other Agents, is and has been acting solely as a   principal and is not the financial advisor, agent or fiduciary for the   Borrower, any other Credit Parties or any of their respective Affiliates,   stockholders, creditors or employees, or any other Person; (iii) neither the   Administrative Agent nor any other Agent has assumed or will assume an   advisory, agency or fiduciary responsibility in favor of the Borrower or any   other Credit Party with respect to any of the transactions contemplated   hereby or the process leading thereto, including with respect to any   amendment, waiver or other modification hereof or of any other Credit   Document (irrespective of whether the Administrative Agent or other Agent has   advised or is currently advising the Borrower, the other Credit Parties or   their respective Affiliates on other matters) and neither the Administrative   Agent or other Agent has any obligation to the Borrower, the other Credit   Parties or their respective Affiliates with respect to the transactions   contemplated hereby except those obligations expressly set forth herein and   in the other Credit Documents; (iv)the Administrative Agent, each other Agent   and each Affiliate of the foregoing may be engaged in a broad range of   transactions that involve interests -170-#8983238089847286v115 


    




 










thatdiffer from   Administrative those of the Borrower and their Affiliates, and neither the   -171-#8983238089847286v115 


    




 










Agent nor any   other Agent has any obligation to disclose any of such interests by virtue of   any advisory, agency or fiduciary relationship; and (v) neither the   Administrative Agent nor any other Agent has provided and none will provide   any legal, accounting, regulatory or tax advice with respect to any of the   transactions contemplated hereby (including any amendment, waiver or other   modification hereof or of any other Credit Document) and the Borrower have   consulted their own legal, accounting, regulatory and tax advisors to the   extent it has deemed appropriate. The Borrower hereby agrees that it will not   claim that any Agent owes a fiduciary or similar duty to the Credit Parties   in connection with the Transactions contemplated hereby and waives and   releases, to the fullest extent permitted by law, any claims that it may have   against the Administrative Agent or any other Agent with respect to any   breach or alleged breach of agency or fiduciary duty; and (c) no joint   venture is created hereby or by the other Credit Documents or otherwise   exists by virtue of the transactions contemplated hereby among the Lenders or   among the Borrower, on the one hand, and any Lender, on the other hand.   13.15WAIVERS OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY   WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY LEGAL   ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND   FOR ANY COUNTERCLAIM THEREIN. 13.16Confidentiality. The Administrative Agent,   each other Agent and each Lender (collectively, the “Restricted Persons” and,   each a “Restricted Person”) shall treat confidentially all non-public   information provided to any Restricted Person by or on behalf of any Credit   Party hereunder in connection with such Restricted Person’s evaluation of   whether to become a Lender hereunder or obtained by such Restricted Person   pursuant to the requirements of this Agreement (“Confidential Information”)   and shall not publish, disclose or otherwise divulge such Confidential   Information; provided that nothing herein shall prevent any Restricted Person   from disclosing any such Confidential Information (a) pursuant to the order   of any court or administrative agency or in any pending legal, judicial or   administrative proceeding, or otherwise as required by applicable law, rule   or regulation or compulsory legal process (in which case such Restricted   Person agrees (except with respect to any routine or ordinary course audit or   examination conducted by bank accountants or any governmental or bank   regulatory authority exercising examination or regulatory authority), to the   extent practicable and not prohibited by applicable law, rule or regulation, to   inform the Borrower promptly thereof prior to disclosure), (b) upon the   request or demand of any regulatory authority having jurisdiction over such   Restricted Person or any of its Affiliates (in which case such Restricted   Person agrees (except with respect to any routine or ordinary course audit or   examination conducted by bank accountants or any governmental or bank   regulatory authority exercising examination or regulatory authority) to the   extentpracticable and not prohibited by applicable law, rule or regulation,   to inform the Borrower promptly thereof prior to disclosure), (c) to the   extent that such Confidential Information becomes publicly available other   than by reason of improper disclosure by such Restricted Person or any of its   affiliates or any related parties thereto in violation of any confidentiality   obligations owing under this Section 13.16, (d) to the extent that such   Confidential Information is received by such Restricted Person from a third   party that is not, to such Restricted Person’s knowledge, subject to   confidentiality obligations owing to any Credit Party or any of their   respective subsidiaries or affiliates, (e) to the extent that such   Confidential Information was already in the possession of the Restricted   Persons prior to any duty or -172-#8983238089847286v115 


    




 










other   undertakingof confidentiality or is independently developed by the Restricted   Persons without the use of such Confidential Information, (f) to such   Restricted Person’s affiliates and to its and their respective officers,   -173-#8983238089847286v115 


    




 










directors,   partners, employees, legal counsel, independent auditors, and other experts   or agents who need to know such Confidential Information in connection with   providing the Loans or action as an Agent hereunder and who are informed of   the confidential nature of such Confidential Information and who are subject   to customary confidentiality obligations of professional practice or who   agree to be bound by the terms of this Section 13.16 (or confidentiality   provisions at least as restrictive as those set forth in this Section 13.16)   (with each such Restricted Person, to the extent within its control,   responsible for such person’s compliance with this paragraph), (g) to   potential or prospective Lenders, hedge providers (orother derivative   transaction counterparties) (any such person, a “Derivative Counterparty”),   participantsor assignees, in each case who agree (pursuant to customary   provisions disclosure syndication practice) to be bound by the terms of this   Section 13.16 (or confidentiality at least as restrictive as those set forth   in this Section 13.16); provided that (i) the of any such Confidential   Information to any Lenders, Derivative Counterparties or prospective Lenders,   Derivative Counterparties or participants or prospective participants   referred to above shall be made subject to the acknowledgment and acceptance   by such Lender, Derivative Counterparty or prospective Lender or participant   or prospective participant that such Confidential Information is being   disseminated on a confidential basis (on substantially the terms set forth in   this Section 13.16 or confidentiality provisions at least as restrictive as   those set forth in this Section 13.16) in accordance with the customary   market standards for event require “click through” or standard syndication   processes of such Restricted Person or dissemination of such type of   information, which shall in any other affirmative actions on the part of   recipient to access such Confidential Information and (ii) no such disclosure   shall be made by any Restricted Person to whom a list of Disqualified Lenders   has been made available to any person that is at such time a Disqualified   Lender, (h) for purposes of establishing a “due diligence” defense, or (i) to   rating agencies in connection with obtaining ratings for the Borrower and the   Facilities to the extent such rating agencies are subject to customary   confidentiality obligations of professional practice or agree to be bound by   the terms of this Section 13.16 (or confidentiality provisions at least as   restrictive as those set forth in this Section 13.16). Notwithstanding the   foregoing, (i) Confidential Information shall not include, with respect to   any Person, information available to it or its Affiliates on a   non-confidential basis from a source other than the Borrower, its   Subsidiaries or its Affiliates, (ii) the Administrative Agent shall not be   responsible for compliance with this Section 13.16 by any other Restricted   Person (other than its officers, directors or employees), (iii) in no event shall   any Lender, the Administrative Agent or any other Agent be obligated or   required to return any materials furnished by the Borrower or any of its   Subsidiaries, and (iv) each Agent and each Lender may disclose the existence   of this Agreement and the information about this Agreement to market data   collectors, similar services providers to the lending industry, and service   providers to the Agents and the Lenders in connection with the   administration, settlement and management of this Agreement and the other   Credit Documents. 13.17Direct Website Communications. The Borrower may, at   its option, provide to the Administrative Agent any information, documents   and other materials that it is obligated to furnish to the Administrative   Agent pursuant to the Credit Documents, including, without limitation, all   notices, requests, financial statements, financial, and other reports,   certificates, and other information materials, but excluding any such   communication that (A) relates to a request for a new, or a conversion of an   existing, borrowing or other extension of credit (including any election of   an interest rate or interest period relating thereto, (B) relates to the   payment of any principal or other amount due under this Agreement prior to   the scheduled date therefor, (C) provides notice of any default or event of   default under this Agreement or (D) is required to be delivered to satisfy   any condition precedent to the effectiveness of this Agreement and/or any   borrowing or other extension of credit thereunder (all such non-excluded   communications being referred to herein collectively as “Communications”), by   transmitting the Communications in an electronic/soft medium in a format   -174-#8983238089847286v115 


    




 










reasonably   acceptable to the Administrative Agent to the Administrative Agent at an   email address request provided by the Administrative Agent the from time to   time; provided that (i) upon written by the Administrative Agent,   -175-#8983238089847286v115 


    




 










Borrower shall   deliver paper copies of such documents to the Administrative Agent for   further distribution to each Lender until a written request to cease   delivering paper copies is given by the Administrative Agent and (ii) the   Borrower shall notify (which may be by facsimile or electronic mail) the   Administrative Agent of the posting of any such documents and provide to the   Administrative Agent by electronic mail electronic versions (i.e., soft   copies) of such documents. Each Lender shall be solely responsible for timely   accessing posted documents or requesting delivery of paper copies of such   documents from the Administrative Agent and maintaining its copies of such   documents. Nothing in this Section 13.17 shall prejudice the right of the   Borrower, the Administrative Agent, any other Agent or any Lender to give any   notice or other communication pursuant to any Credit Document in any other   manner specified in such Credit Document. The   AdministrativeAgentagreesthatthereceiptoftheCommunicationsbythe   Administrative Agent at its e-mail address set forth above shall constitute   effective delivery of the Communications to the Administrative Agent for   purposes of the Credit Documents. Each Lender agrees that notice to it (as   provided in the next sentence) specifying that the Communications have been   posted to the Platform shall constitute effective delivery of the   Communications to such Lender for purposes of the Credit Documents. Each   Lender agrees (A) to notify the Administrative Agent in writing (including by   electronic communication) from time to time of such Lender’s e-mail address   to which the foregoing notice may be sent by electronic transmission and (B)   that the foregoing notice may be sent to such e-mail address. (a) Lenders by   transmission Agents, the The Borrower further agrees that any Agent may make   the Communications available to posting the Communications on Intralinks or a   substantially similar electronic system (the “Platform”), so long as the   access to such Platform (i) is limited to the Lenders and Transferees or prospective   Transferees and (ii) remains subject to the the confidentiality requirements   set forth in Section 13.16. (b) THE PLATFORM IS PROVIDED “AS IS” AND “AS   AVAILABLE.” THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF   ANY MATERIALS OR INFORMATIONPROVIDEDBYTHECREDIT PARTIES(THE“BORROWER   MATERIALS”) OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY   FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY   KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF   MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD   PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY   AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no   event shall the Administrative Agent or any of its Related Parties   (collectively, the “Agent Parties” and each an “Agent Party”) have any   liability to the Borrower, any Lender, or any other Person for losses,   claims, damages, liabilities, or expenses of any kind (whether in tort,   contract or otherwise) arising out of the Borrower’s or the Administrative   Agent’s transmission of Borrower Materials through the internet, except to   the extent the liability of any Agent Party resulted from such Agent Party’s   (or any of its Related Parties’ (other than any trustee or advisor)) gross   negligence, bad faith or willful misconduct or material breach of the Credit   Documents as determined in the final non-appealable judgment of a court of   competent jurisdiction. (c) The Borrower and each Lender acknowledge that   certain of the Lenders may be “public-side” Lenders (Lenders that do not wish   to receive material non-public information with respect to the Borrower, the   Subsidiaries or their securities) and, if documents or notices required to be   delivered pursuant to the Credit Documents or otherwise are being distributed   through the Platform, any document or notice that the Borrower has indicated   contains only publicly available information with -176-#8983238089847286v115 


    




 










respect to the   -177-#8983238089847286v115 


    




 










Borrower may be   posted on that portion of the Platform designated for such public-side   Lenders. If the Borrower has not indicated whether a document or notice   delivered contains only publicly available information, the Administrative   Agent shall post such document or notice solely on that portion of the   Platform designated for Lenders who wish to receive material nonpublic   information with respect to the Borrower, the Subsidiaries and their securities.   Notwithstanding the foregoing, the Borrower shall use commercially reasonable   efforts to indicate whether any document or notice contains only publicly   available information; provided, however, that the following documents shall   be deemed to be marked“PUBLIC,” unless the Borrower notifies the   Administrative Agent promptly that any such document contains material   nonpublic information: (1) the Credit Documents, (2) any notification of   changes in the terms of the Credit Facility and (3) all financial statements   and certificates delivered pursuant to Sections 9.1(a),(b) and (d). 13.18USA   PATRIOT Act. Each Lender hereby notifies each Credit Party that, pursuant to   the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed   into law October 26, 2001)) (the “Patriot Act”), it is required to obtain,   verify, and record information that identifies each Credit Party, which   information includes the name and address of each Credit Party and other   information that will allow such Lender to identify each Credit Party in   accordance with the Patriot Act. 13.19Payments Set Aside. To the extent that   any payment by or on behalf of the Borrower is made to any Agent or any   Lender, or any Agent or any Lender exercises its right of setoff, and such   payment or the proceeds of such setoff or any part thereof is subsequently   invalidated, declared to be fraudulent or preferential, set aside or required   (including pursuant to any settlement entered into by such Agent or such   Lender in its discretion) to be repaid to a trustee, receiver, or any other   party, in connection with any proceeding or otherwise, then (a) to the extent   of such recovery, the obligation or part thereof originally intended to be   satisfied shall be revived and continued in full force and effect as if such   payment had not been made or such setoff had not occurred and (b) each Lender   severally agrees to pay to the Administrative Agent upon demand its   applicable share of any amount so recovered from or repaid by any Agent, plus   interest thereon from the date of such demand to the date such payment is   made at a rate per annum equal to the applicable Overnight Rate from time to   time in effect. 13.20No Fiduciary Duty. Each Agent, each Lender and their   Affiliates (collectively, solely for purposes of this paragraph, the   “Lenders”), may have economic interests that conflict with those of the   Credit Parties, their stockholders and/or their affiliates. Each Credit Party   agrees that nothing in the Credit Documents or otherwise will be deemed to   create an advisory, fiduciary or agency relationship or fiduciary or other   implied duty between any Lender, on the one hand, and such Credit Party, its   stockholders or its affiliates, on the other. The Credit Parties acknowledge   and agree that (i) the transactions contemplated by the Credit Documents   (including the exercise of rights and remedies hereunder and thereunder) are   arm’s-length commercial transactions between the Lenders, on the one hand,   and the Credit Parties, on the other, and (ii) in connection therewith and   with the process leading thereto, (x) no Lender has assumed an advisory or   fiduciary responsibility in favor of any Credit Party, its stockholders or   its affiliates with respect to the transactions contemplated hereby (or the   exerciseof rights or remedies with respect thereto) or the process leading   thereto (irrespective of whether any Lender has advised, is currently   advising or will advise any Credit Party, its stockholders or its Affiliates   on other matters) or any other obligation to any Credit Party except the   obligations expressly set forth in the Credit Documents and (y) each Lender   is acting solely as principal and not as the agent or fiduciary of any Credit   Party, its management, stockholders or creditors. Each Credit Party   acknowledges and agrees that it has consulted its own legal and financial   advisors to the extent it deemed appropriate and that it is responsible for   making its own independent judgment with respect to such transactions and the   process leading thereto. Each Credit Party agrees that it will not claim that   any Lender has rendered advisory -170-#8983238089847286v115 


    




 









 



services of any   nature or respect, or owes a fiduciary or similar duty to such Credit Party,   in connection with such transaction or the process leading thereto.   13.21Nature of Borrower Obligations. (a) Notwithstanding anything to the   contrary contained elsewhere in this Agreement, it is understood and agreed   by the various parties to this Agreement that all of the Borrower’s   Obligations to repay principal of, interest on, and all other amounts with   respect to, all Loans, L/C Obligations and all other Obligations of the   Borrower pursuant to this Agreement (including, without limitation, all fees,   indemnities, taxes and other Obligations in connection therewith or in   connection with the related Commitments) shall be guaranteed pursuant to, and   in accordance with the terms of, the Guarantee. (b) The obligations of the   Borrower with respect to the Borrower’s Obligations are independent of the   obligations of any Guarantor under its guaranty of the Borrower’s   Obligations, and a separate action or actions may be brought and prosecuted   against the Borrower, whether or not any such Guarantor is joined in any such   action or actions. The Borrower waives, to the fullest extent permitted by   law, the benefit of any statute of limitations affecting its liability   hereunder or the enforcement thereof. (c) The Borrower authorizes the   Administrative Agent and the Lenders without notice or demand (except as   shall be required by the Credit Documents and applicable statute that cannot   be waived), and without affecting or impairing its liability hereunder, from   time to time to: (i) exercise or refrain from exercising any rights against   any Guarantor or others or otherwise act or refrain from acting; (ii)apply   any sums paid by any other Person, howsoever realized or otherwise received to   or for the account of the Borrower to any liability or liabilities of such   other Person regardless of what liability or liabilities of such other Person   remain unpaid; and/or (iii) Agreement or other Person. consent to or waive   any breach of, or act, omission or default under, this any of the instruments   or agreements referred to herein, or otherwise, by any (d)It is not necessary   for the Administrative Agent or any other Lender to inquire into the capacity   or powers of the Borrower or any of its Subsidiaries or the officers,   directors, members, partners or agents acting or purporting to act on its   behalf. (e) The Borrower waives any right to require the Administrative Agent   or the other Lenders to (i) proceed against any Guarantor or any other party,   (ii) proceed against or exhaust any security held from any Guarantor or any   other party or (iii) pursue any other remedy in the Administrative Agent’s or   the Lenders’ power whatsoever. The Borrower waives any defense based on or   arising out of suretyship or any impairment of security held from the   Borrower, any Guarantor or any other party or on or arising out of any   defense of any Guarantor or any other party other than payment in full in   cash of the Obligations of the Credit Parties, including, without limitation,   any defense based on or arising out of the disability of any Guarantor or any   other party, or the unenforceability of the Obligations of the Borrower or   any part thereof from any cause, in each case other than as a result of the   payment in full in cash of the Obligations of the Borrower. (f) All   provisions contained in any Credit Document shall be interpreted consistently   with this -171-#8983238089847286v115 


    




 










Section 13.21   to the extent possible. -172-#8983238089847286v115 


    




 










13.22Acknowledgement   and Consent to Bail-In of EEA Financial Institutions. Notwithstanding   anything to the contrary in any Loan Document or in any other agreement,   arrangement or understanding among any such parties, each party hereto acknowledges   that any liability of any Lender that is an EEA Financial Institution arising   under any Loan Document, to the extent such liability is unsecured, may be   subject to the write-down and conversion powers of an EEA Resolution   Authority and agrees and consents to, and acknowledges and agrees to be bound   by: (a)the application of any Write-Down and Conversion Powers by an EEA   Resolution Authority to any such liabilities arising hereunder which may be   payable to it by any Lender that is an EEA Financial Institution; and (b) the   effects of any Bail-In Action on any such liability, including, if   applicable: (i) a reduction in full or in part or cancellation of any such   liability (ii) a conversion of all, or a portion of, such liability into   shares or other instruments of ownership in such EEA Financial Institution,   its parent undertaking, or a bridge institution that may be issued to it or   otherwise conferred on it, and that such shares or other instruments of   ownership will be accepted by it in lieu of any rights with respect to any   such liability under this Agreement or any other Loan Document; or (iii) the   variation of the terms of such liability in connection with the exercise of   the write-down and conversion powers of any EEA Resolution Authority. 13.23Flood   Matters. Each of the parties hereto acknowledges and agree that, if there are   any Mortgaged Properties that are improved with a building (as defined in the   applicable flood regulations), any increase, extension, or renewal of any of   the Loans or Commitments shall be subject to (and conditioned upon) the prior   delivery to all Lenders, at least ten (10) Business Days, if no such   Mortgaged Property is in a “special flood hazard area” and forty-five (45)   days, if any such Mortgaged Property is in a “special flood hazard area” of:   (A) a completed flood hazard determination from a third party vendor; (B) if   such real property is located in a “special flood hazard area”, (1) a   notification to the applicable Lender(s) of that fact and (if applicable)   notification to the applicable Lender(s) that flood insurance coverage is not   available and (2) evidence of receipt by the applicable Lender(s) of such   notice; and (C) if required by applicable flood regulations, evidence of   required flood insurance as required by Section 9.3 hereof. [REMAINDER OF   PAGE INTENTIONALLY LEFT BLANK] -173-#8983238089847286v115 


    




 










Exhibit B   Amended Credit Agreement [Signature Page to First Amendment and Limited   Waiver to Credit Agreement] Error! Unknown document property name. 


    




 










Execution   Version CREDIT AGREEMENT dated as of January 19, 2017 as amended by the First   Amendment and Limited Waiver dated as of July 19, 2017 among SYNCHRONOSS   TECHNOLOGIES, INC., as the Borrower, The Several Lenders from Time to Time   Parties Hereto, GOLDMAN SACHS BANK USA, as the Administrative Agent, the   Collateral Agent, the Swingline Lender, a Letter of Credit Issuer and a   Lender, and GOLDMAN SACHS BANK USA, CREDIT SUISSE SECURITIES (USA) LLC,   MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, KEYBANC CAPITAL   MARKETS INC. and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and   Joint Bookrunners #89847286v15 


    




 










TABLE OF   CONTENTS Page Section 1.   Definitions...........................................................................................................................   1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 Defined   Terms.....................................................................................................................   1 Other Interpretive Provisions   ............................................................................................   61 Accounting Terms   .............................................................................................................   62 Rounding...........................................................................................................................   62 References to Agreements, Laws, Etc   ...............................................................................   63 Exchange Rates .................................................................................................................   63 Rates   .................................................................................................................................   63 Times of   Day.....................................................................................................................   63 Timing of Payment or Performance   ..................................................................................   63 Certifications   .....................................................................................................................   63 Compliance with Certain Sections   ....................................................................................   63 Pro Forma and Other Calculations   ....................................................................................   64 Section 2. Amount and Terms of Credit   ............................................................................................   66 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16   Commitments   ....................................................................................................................   66 Minimum Amount of Each Borrowing; Maximum Number of Borrowings .....................   68 Notice of Borrowing   .........................................................................................................   68 Disbursement of Funds   .....................................................................................................   69 Repayment of Loans; Evidence of Debt   ...............................................................................   70 Conversions and   Continuations.........................................................................................   72 Pro Rata Borrowings   .........................................................................................................   72   Interest...............................................................................................................................   73 Interest   Periods..................................................................................................................   73 Increased Costs, Illegality, Etc   ..........................................................................................   74   Compensation....................................................................................................................   76 Change of Lending   Office.................................................................................................   77 Notice of Certain Costs   .....................................................................................................   77 Incremental Facilities   ........................................................................................................   77 Permitted Debt Exchanges   ................................................................................................   84 Defaulting Lenders   ............................................................................................................   85 Section 3. Letters of Credit   ................................................................................................................   87 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 Letters of Credit   ................................................................................................................   87 Letter of Credit   Requests...................................................................................................   89 Letter of Credit Participations   ...........................................................................................   90 Agreement to Repay Letter of Credit   Drawings................................................................ 92   Increased Costs .................................................................................................................   94 New or Successor Letter of Credit Issuer   .......................................................................... 94   Role of Letter of Credit Issuer...........................................................................................   95 Cash Collateral   ..................................................................................................................   96 Applicability of ISP and UCP ...........................................................................................   97 Conflict with Issuer Documents   ........................................................................................   97 Letters of Credit Issued for Restricted Subsidiaries   .......................................................... 97 Provisions   Related to Extended Revolving Credit Commitments   ..................................... 97 -i-#89847286v15 


    




 










Page Section 4.   Fees ...................................................................................................................................   98 4.1 4.2 4.3 Fees   ...................................................................................................................................   98 Voluntary Reduction of Revolving Credit Commitments   ................................................. 99 Mandatory Termination of   Commitments   ......................................................................... 99   Section 5. Payments ...........................................................................................................................   99 5.1 5.2 5.3 5.4 5.5 5.6 Voluntary Prepayments   .....................................................................................................   99 Mandatory   Prepayments..................................................................................................   100 Method and Place of   Payment.........................................................................................   103 Net Payments   ..................................................................................................................   104 Computations of Interest and Fees   ..................................................................................   108 Limit on Rate of Interest   .................................................................................................   108 Section 6. Conditions Precedent to Initial Borrowing   ...................................................................... 108   6.1 6.2 6.3 6.4 6.5 Credit Documents   ...........................................................................................................   108 Collateral   .........................................................................................................................   109 Legal Opinions   ................................................................................................................   109 Closing Certificates   .........................................................................................................   109 Authorization of Proceedings of the Borrower and the Guarantors;   Corporate Documents   ..................................................................................................   109 Fees .................................................................................................................................   110 Representations and Warranties   ......................................................................................   110 Solvency Certificate ........................................................................................................   110 Acquisition   ......................................................................................................................   110 Patriot Act .......................................................................................................................   110 Pro Forma Balance Sheet   .....................................................................................................   110 Financial Statements   .......................................................................................................   111 No Company Material Adverse Effect   ............................................................................   111 Refinancing .....................................................................................................................   111 Notice of Term Loan   Borrowing.....................................................................................   111 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 Section 7. Conditions   Precedent to All Credit Events after the Closing Date   .................................. 111 7.1 7.2 No Default; Representations   and Warranties   .................................................................. 111 Notice   of Borrowing   .......................................................................................................   111 Section 8. Representations and Warranties   ......................................................................................   112 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 Corporate Status   ..............................................................................................................   112 Corporate Power and Authority   ......................................................................................   112 No   Violation....................................................................................................................   112 Litigation   .........................................................................................................................   113 Margin Regulations   .........................................................................................................   113 Governmental Approvals ................................................................................................   113 Investment Company   Act................................................................................................   113 True and Complete Disclosure   ........................................................................................   113 Financial Condition; Financial   Statements......................................................................   113 Compliance with Laws; No Default   ................................................................................   114 -ii-#89847286v15 


    




 










Page 8.11 8.12   8.13 8.14 8.15 8.16 8.17 8.18 8.19 8.20 Tax Matters   .....................................................................................................................   114 Compliance with   ERISA......................................................................................................   114 Subsidiaries   .....................................................................................................................   114 Intellectual Property   ........................................................................................................   115 Environmental   Laws.............................................................................................................   115 Properties   ........................................................................................................................   115   Solvency..........................................................................................................................   115 Patriot Act   .......................................................................................................................   115 Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions   ............................ 116 EEA Financial Institutions   ..............................................................................................   116 Section 9. Affirmative Covenants   ....................................................................................................   116 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12 9.13 9.14 9.15 9.16   Information Covenants   ....................................................................................................   116 Books, Records, Inspections and Discussions; Lender   Calls........................................... 119 Maintenance of Insurance   ...............................................................................................   120 Payment of Taxes   ............................................................................................................   120 Preservation of Existence; Consolidated Corporate   Franchises....................................... 120 Compliance with   Statutes, Regulations,   Etc.................................................................... 121   ERISA   .............................................................................................................................   121 Maintenance of   Properties...............................................................................................   121 Transactions with Affiliates   ............................................................................................   121 End of Fiscal Years   .........................................................................................................   122 Additional Guarantors and Grantors   ...............................................................................   123 Pledge of Additional Stock and Evidence of Indebtedness   ............................................. 123 Use of Proceeds...............................................................................................................   123 Further   Assurances..........................................................................................................   124 Maintenance of   Ratings........................................................................................................   125 Lines of Business   ............................................................................................................   125 Section 10. Negative Covenants   ........................................................................................................   125 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 Limitation on Indebtedness   .............................................................................................   126 Limitation on Liens   .........................................................................................................   131 Limitation on Fundamental Changes...............................................................................   131 Limitation on Sale of Assets   ................................................................................................   132 Limitation on Restricted Payments   .................................................................................   134 Limitation on   Investments...............................................................................................   135 Limitation on Subsidiary Distributions   ...........................................................................   138 Limitation on Prepayments of Subordinated Indebtedness   ............................................. 139 Financial Covenants   ........................................................................................................   140 Section 11. Events of Default   ............................................................................................................   140 11.1 11.2 11.3 11.4 11.5 11.6 Payments   .........................................................................................................................   140 Representations, Etc   ........................................................................................................   140 Covenants........................................................................................................................   141 Default Under Other   Agreements....................................................................................   141 Bankruptcy, Etc...............................................................................................................   142 ERISA   .............................................................................................................................   142 -iii-#89847286v15 


    




 










Page 11.7 11.8   11.9 11.10 11.11 11.12 11.13 Guarantee   ........................................................................................................................   142 [Reserved]   .......................................................................................................................   142 Security   Agreement.........................................................................................................   143 Judgments .......................................................................................................................   143 Change of Control   ...........................................................................................................   143 Remedies Upon Event of Default....................................................................................   143 Application of Proceeds   ..................................................................................................   144 Section 12. The Agents ......................................................................................................................   145 12.1 12.2 12.3 12.4 12.5 12.6   Appointment....................................................................................................................   145 Delegation of Duties   .......................................................................................................   145 Exculpatory Provisions   ...................................................................................................   145 Reliance by Agents .........................................................................................................   146 Notice of Default   ..................................................................................................................   147 Non-Reliance on Administrative Agent, Collateral Agent, and Other Lenders   ........................................................................................................................   147 Indemnification ...............................................................................................................   147 Agents in Their Individual Capacities   .............................................................................   148 Successor Agents ..................................................................................................................   149 Withholding Tax   .............................................................................................................   150 Agents Under Security Documents and Guarantee .........................................................   150 Right to Realize on Collateral and Enforce   Guarantee.................................................... 151   Intercreditor Agreement   Governs....................................................................................   152 12.7 12.8 12.9 12.10 12.11 12.12 12.13 Section 13.   Miscellaneous..................................................................................................................   152 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12 13.13   13.14 13.15 13.16 13.17 13.18 13.19 13.20 13.21 13.22 13.23 Amendments,   Waivers, and   Releases..............................................................................   152 Notices ............................................................................................................................   156 No Waiver; Cumulative Remedies   ..................................................................................   157 Survival of Representations and Warranties ...................................................................   157 Payment of Expenses; Indemnification   ...........................................................................   157 Successors and Assigns; Participations and Assignments   ............................................... 158 Replacements of Lenders   Under Certain Circumstances.................................................   163 Adjustments; Set-off   .......................................................................................................   164 Counterparts   ....................................................................................................................   165 Severability   .....................................................................................................................   165 Integration   .......................................................................................................................   165 GOVERNING LAW   .......................................................................................................   165 Submission to Jurisdiction; Waivers   ...............................................................................   165   Acknowledgments...........................................................................................................   166 WAIVERS OF JURY   TRIAL.........................................................................................   167 Confidentiality   ................................................................................................................   167 Direct Website   Communications.....................................................................................   168 USA PATRIOT Act   ........................................................................................................   170 Payments Set Aside.........................................................................................................   170 No Fiduciary Duty   ..........................................................................................................   170 Nature of Borrower   Obligations......................................................................................   171 Acknowledgement and Consent to Bail-In of EEA Financial Institutions   ...................... 172 Flood Matters   ..................................................................................................................   172 -iv-#89847286v15 


    




 










SCHEDULES   Schedule 1.1(a) Schedule 1.1(b) Schedule 1.1(c) Schedule 1.1(d) Schedule 8.13   Schedule 9.14 Schedule 10.1 Schedule 10.2 Schedule 10.6 Schedule 13.2   Commitments of Lenders Letter of Credit Issuers Letters of Credit Existing on   the Closing Date Secured Cash Management Agreements Existing on the Closing   Date Subsidiaries Post-Closing Actions Closing Date Indebtedness Closing Date   Liens Closing Date Investments Notice Addresses EXHIBITS Exhibit A Exhibit B   Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G-1 Exhibit G-2 Exhibit H-1   Exhibit H-2 Exhibit I-1 Form of Joinder Agreement Form of Guarantee   [Reserved] Form of Security Agreement Form of Credit Party Closing   Certificate Form of Assignment and Acceptance Form of Promissory Note   (Initial Term Loans) Form of Promissory Note (Revolving Credit Loans) Form of   First Lien Intercreditor Agreement Form of Second Lien Intercreditor   Agreement Form of Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Not   Partnerships For U.S. Federal Income Tax Purposes) Form of Non-Bank Tax   Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal   Income Tax Purposes) Form of Non-Bank Tax Certificate (For Non-U.S.   Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)   Form of Non-Bank Tax Certificate (For Foreign Participants That Are   Partnerships For U.S. Federal Income Tax Purposes) Form of Notice of   Borrowing or Continuation or Conversion Exhibit I-2 Exhibit I-3 Exhibit I-4   Exhibit J -v-#89847286v15 


    




 










CREDIT   AGREEMENT CREDITAGREEMENT,datedasofJanuary19,2017,amongSYNCHRONOSS   TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the lending institutions   from time to time parties hereto (each a “Lender” and, collectively, the   “Lenders”), and GOLDMAN SACHS BANK USA, as the Administrative Agent, the   Collateral Agent, the Swingline Lender and a Letter of Credit Issuer (such   terms and each other capitalized term used but not defined in this preamble   having the meaning provided in Section 1). WHEREAS, pursuant to that certain   Agreement and Plan of Merger, dated as of December 5, 2016 (the “Acquisition   Agreement”), by and among the Borrower, GL Merger Sub, Inc. (“Merger Sub”)   and Intralinks Holdings, Inc. (“Target”), the Borrower will acquire Target   (together with the other transactions contemplated in the Acquisition   Agreement, the “Acquisition”); WHEREAS, in connection with the foregoing, the   Borrower has requested that (i) the Term Loan Lenders extend credit in the   form of Initial Term Loans to the Borrower on the Closing Date, in an   aggregate principal amount of $900,000,000, (ii) the Revolving Credit Lenders   extend credit in the form of Revolving Credit Loans made available to the   Borrower at any time and from time to time prior to the Revolving Credit   Maturity Date, in an aggregate principal amount at any time outstanding not   in excess of, initially, $100,000,000 less the sum of (1) aggregate Letters   of Credit Outstanding at such time and (2) the aggregate principal amount of   all Swingline Loans outstanding at such time, (iii) the Letter of Credit   Issuers issue Letters of Credit at any time and from time to time prior to   the L/C Facility Maturity Date, in an aggregate Stated Amount at any time   outstanding not in excess of $25,000,000 and (iv) the Swingline Lender extend   credit in the form of Swingline Loans at any time and from time to time prior   to the Swingline Maturity Date, in an aggregate principal amount at any time   outstanding not in excess of $15,000,000; WHEREAS, the proceeds of the   Initial Term Loans will be used, together with (i) any net proceeds of   borrowings by the Borrower hereunder and (ii) cash on hand, to effect the   Acquisition, to consummate the Closing Date Refinancing and to pay   Transaction Expenses; WHEREAS, the Lenders and Letter of Credit Issuers are   willing to make available tothe Borrower such term loan and revolving credit   and letter of credit facilities upon the terms and subject to the conditions   set forth herein; NOW, THEREFORE, in consideration of the premises and the   covenants and agreements contained herein, the parties hereto hereby agree as   follows: Section 1. Definitions 1.1 Defined Terms. As used herein, the   following terms shall have the meanings specified in this Section 1.1 unless   the context otherwise requires (it being understood that defined terms in   this Agreement shall include in the singular number the plural and in the   plural the singular): “ABR” shall mean for any day a fluctuating rate per   annum equal to the highest of (i) the Federal Funds Effective Rate plus 1/2   of 1%, (ii) the rate of interest in effect for such day as determined from   time to time by the Administrative Agent as its “prime rate” at its principal   office in New York City, and (iii) the Adjusted LIBOR Rate then in effect   that would be payable in respect of a LIBOR Loan borrowed on such date (which   rate shall be calculated based on an Interest Period of one month as of such   date) plus 1.00%. Any change in the ABR due to a change in such rate   determined by the Administrative Agent or #89847286v15 


    




 










in the Federal   Funds Effective Rate or Adjusted LIBOR Rate shall take effect at the opening   of business on the day of such change. “ABR Loan” shall mean each Loan   bearing interest based on the ABR. “Accepting Term Loan Lender” shall have   the meaning provided in Section 5.2(f). “Acquired EBITDA” shall mean, with   respect to any Acquired Entity or Business (any of the foregoing, a “Pro Forma   Entity”) for any period, the EBITDA of such Pro Forma Entity (determined   using Borrower and the Restricted Subsidiaries therein were to amount for   such period of Consolidated such definitions as if references to the such Pro   Forma Entity and its Restricted Subsidiaries), all as determined on a   consolidated basis for such Pro Forma Entity in accordance with GAAP.   “Acquired Entity or Business” shall have the meaning provided in the   definition of the term Consolidated EBITDA. “Acquired Indebtedness” shall   mean, with respect to any specified Person, (i) Indebtedness of any other   Person existing at the time such other Person is merged, consolidated, or   amalgamated with or into or became a Restricted Subsidiary of such specified   Person, including Indebtedness incurred in connection with, or in   contemplation of, such other Person merging, consolidating, or amalgamating   with or into or becoming a Restricted Subsidiary of such specified Person,   and (ii) Indebtedness secured by a Lien encumbering any asset acquired by   such specified Person. “Acquisition” shall have the meaning provided in the   recitals to this Agreement. “Acquisition Agreement” shall have the meaning   provided in the recitals to this Agreement. “Acquisition Model” shall mean   the Borrower’s financial model, dated November 30, 2016, used in connection   with the syndication of the Credit Facilities. “Additional Revolving Credit   Commitment” shall have the meaning provided in Section 2.14(a). “Additional   Revolving Credit Loan” shall have the meaning provided in Section 2.14(b).   “Additional Revolving Loan Lender” shall have the meaning provided in Section   2.14(b). “Adjusted LIBOR Rate” shall mean, with respect to any LIBOR Rate   Borrowing for any Interest Period, an interest rate per annum equal to the   product of (i) the LIBOR Rate in effect for such Interest Period and (ii)   Statutory Reserves; provided that, if the Adjusted LIBOR Rate shall be less   than 1.00%, such rate shall be deemed 1.00% for purposes of this Agreement.   “Adjusted Total Initial Term Loan Commitment” shall mean at any time the   Total Initial Term Loan Commitment less the Initial Term Loan Commitments of   all Defaulting Lenders. “Adjusted Total Revolving Credit Commitment” shall   mean at any time the Total Revolving Credit Commitment less the aggregate   Revolving Credit Commitments of all Defaulting Lenders. “Adjusted Total Term   Loan Commitment” shall mean at any time the Total Term Loan Commitment less   the Term Loan Commitments of all Defaulting Lenders. -2-#89847286v15 


    




 










“Administrative   Agent” shall mean Goldman Sachs Bank USA, as the administrative agent for the   Lenders under this Agreement and the other Credit Documents, or any successor   administrative agent pursuant to Section 12.9. “Administrative Agent’s   Office” shall mean the Administrative Agent’s address and, as appropriate,   account as set forth on Schedule 13.2 or such other address or account as the   Administrative Agent may from time to time notify the Borrower and the   Lenders. “Administrative Questionnaire” shall have the meaning provided in   Section 13.6(b)(ii)(D). “Affiliate” shall mean, with respect to any Person,   any other Person directly or indirectly controlling, controlled by, or under   direct or indirect common control with such Person. A Person shall be deemed to   control another Person if such Person possesses, directly or indirectly, the   power to direct or cause the direction of the management and policies of such   other Person, whether through the ownership of voting securities, by contract   or otherwise. “Agent Parties” shall have the meaning provided in Section   13.17(b). “Agents” shall mean the Administrative Agent, the Collateral Agent   and each of the Joint Lead Arrangers and Joint Bookrunners. “Agreement” shall   mean this Credit Agreement. “Amendment No. 1” shall mean that First Amendment   and Limited Waiver to Credit Agreement, dated as of July 19, 2017, among the   Borrower, the Lenders party thereto, and the Administrative Agent. “Amendment   No. 1 Consenting Lenders” shall mean the Consenting Lenders Amendment No. 1.   as defined in “Amendment No. 1 Effective Date” shall mean the Effective Date,   as defined in Amendment No. 1. “Anti-Corruption Laws” means all laws, rules,   and regulations of any jurisdiction applicable to the Borrower and its   affiliated companies concerning or relating to bribery or corruption,   including, without limitation, under the United States Foreign Corrupt   Practices Act of 1977, as amended, (the “FCPA”) and the rules and regulations   thereunder and the UK Bribery Act. “Anti-Money Laundering Laws” means any and   all laws, statutes, regulations or obligatory government orders, decrees,   ordinances or rules applicable to the Borrower and its affiliated companies   related to terrorism financing or money laundering, including any applicable   provision of the Patriot Act and The Currency and Foreign Transactions   Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330   and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959). “Applicable Margin” shall   mean a percentage per annum equal to: (i) (1) prior to the Amendment No. 1   Effective Date, (x) for LIBOR Loans that are Initial Term Loans, 2.75% and   (y) for ABR Loans that are Initial Term Loans, 1.75%, (2) on and after the   Amendment No. 1 Effective Date through and including the day prior to the earlier   of (i) the Initial Period End Date and (ii) June 15, 2018, (x) for LIBOR   Loans that are Initial Term Loans, 4.50% and (y) for ABR Loans that are   Initial Term Loans, 3.50%, -3-#89847286v15 


    




 










(3) on and   after the earlier of (i) the Initial Period End Date and (ii) June 15, 2018,   if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as   set forth in the most recent Compliance Certificate received by the   Administrative Agent pursuant to Section 9.1(b)) is less than or equal to   5.00 to 1.00, (x) for LIBOR Loan that are Initial Term Loans, 5.75% and (y)   for ABR Loans that are Initial Term Loans, 4.75% and (4) on and after the   earlier of (i) the Initial Period End Date and (ii) June 15, 2018, if the   Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as set   forth in the most recent Compliance Certificate received by the   Administrative Agent pursuant to Section 9.1(b)) is greater than 5.00 to   1.00, (x) for LIBOR Loan that are Initial Term Loans, 6.75% and (y) for ABR   Loans that are Initial Term Loans, 5.75%; provided, that if the Initial   Period End Date occurs on a date after December 15, 2017 when the Borrower or   its counterparty publicly discloses that the Borrower or such counterparty   will no longer pursue an End Date Transaction that the Borrower had publicly   announced, or that such End Date Transaction cannot or will not be   consummated for any reason, then the Applicable Margin for the period from   December 15, 2017 through and including the Initial Period End Date shall   retroactively be the Applicable Margin that would have been in effect had the   Initial Period End Date occurred on December 15, 2017, and any amounts on   account of such retroactive Applicable Margin that have not yet been paid   shall become due and payable on the third Business Day following the date of   such disclosure; provided, further, that if the Restated Financial Statements   show an amount of net revenue for any fiscal year ended December 31, 2015, December   31, 2016 and, if applicable, December 31, 2014 that varies by greater than   15% of the net revenue set forth on consolidated balance sheets and related   consolidated income statements of the Borrower and the Restricted   Subsidiaries for such fiscal year that had originally been filed with the   SEC, then the Applicable Margin set forth in clauses (2), (3) and (4) hereof   shall be 0.25% greater than is otherwise set forth in this subparagraph (i),   which increase shall be retroactive to the Amendment No. 1 Effective Date and   due and payable within three Business Days thereof; and (ii) (1) prior to the   Amendment No. 1 Effective Date, (x) for LIBOR Loans that are Revolving Credit   Loans, 2.50%, (y) for ABR Loans that are Revolving Credit Loans, 1.50%, and   (z) for Letter of Credit Fees, 0.125% per annum; (2) on and after the   Amendment No. 1 Effective Date through and including the day prior to the   Initial Period End Date, (x) for LIBOR Loans that are Revolving Credit Loans,   4.50%, (y) for ABR Loans that are Revolving Credit Loans, 3.50%, and (z) for   Letter of Credit Fees, 0.125% per annum; and (3) on and after the Initial   Period End Date, in connection with Revolving Credit Loans and Letter of   Credit Fees, the percentages per annum set forth in the table below, based   upon the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio as   set forth in the most recent Compliance Certificate received by the   Administrative Agent pursuant to Section 9.1(b): -4-#89847286v15 Pricing   Level Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio   Letter of Credit Fees ABR Rate Revolving Credit Loans Adjusted LIBOR Rate   Revolving Credit Loans I > 3.50:1.00 0.125% 3.50% 4.50% II < 3.50:1.00   but > 2.75:1.00 0.125% 3.25% 4.25% 


    




 










Any increase or   decrease in the Applicable Margin for Revolving Credit Loans resulting from a   change in the Consolidated First Lien Secured Debt to Consolidated EBITDA   Ratio shallbecome effective as of the first Business Day immediately   following the date a Compliance Certificateis delivered pursuant to Section   9.1(d). Notwithstanding the foregoing, (a) the Applicable Margin in respect   of any Class of Extended Revolving Credit Commitments or any Extended Term   Loans or Revolving Credit Loans made pursuant to any Extended Revolving   Credit Commitments shall be the applicable percentages per annum set forth in   the relevant Extension Amendment, (b) the Applicable Margin in respect of any   Class of Additional Revolving Credit Commitments, any Class of Incremental   Loans, or any Class of Loans in respect of Additional Revolving Credit   Commitments shall be the applicable percentages per annum set forth in the   relevant Joinder Agreement, (c) the Applicable Margin in respect of any Class   of Replacement Term Loans shall be the applicable percentages per annum set   forth in the relevant agreement, (d) the Applicable Margin in respect of any   Class of Refinancing Indebtedness that would constitute Revolving Credit   Commitments shall be the applicable percentages per annum set forth in the relevant   agreement and (e) in the case of the Term Loans and any Class of Incremental   Loans, the Applicable Margin shall be increased as, and to the extent,   necessary to comply with the provisions of Section 2.14. Notwithstanding   anything to the contrary contained above in this definition or elsewhere in   this Agreement, if it is subsequently determined that the Consolidated First   Lien Secured Debt to Consolidated EBITDA Ratio set forth in any Compliance   Certificate delivered to the Administrative Agent is inaccurate for any   reason and the result thereof is that the Lenders received interest or fees   for any period based on an Applicable Margin that is less than that which   would have been applicable had the Consolidated First Lien Secured Debt to   Consolidated EBITDA Ratio been accurately determined, then, for all purposes   of this Agreement, the Applicable Margin for any day occurring within the   period covered by such Compliance Certificate shall retroactively be deemed   to be the relevant percentage as based upon the accurately determined   Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio for such   period, and any shortfall in the interest or fees theretofore paid by the   Borrower for the relevant period as a result of the miscalculation of the   Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio shall be   deemed to be (and shall be) due and payable, at the time the interest or fees   for such period were required to be paid; provided that notwithstanding the   foregoing, so long as an Event of Default described in Section 11.5 has not   occurred with respect to the Borrower, such shortfall shall be due and   payable within five Business Days following the written demand thereof by the   Administrative Agent and no Default shall be deemed to have occurred as a   result of such non-payment until the expiration of such five Business Day   period. In addition, at the option of the Required Revolving Credit Lenders,   at any time during which the Borrower shall have failed to deliver any of the   Section 9.1 Financials by the applicable date required under Section 9.1,   then the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio   shall be deemed to be, with respect to (ii) above, in Pricing Level I for the   purposes of determining the Applicable Margin (but only for so long as such   failure -5-#89847286v15 III < 2.75:1.00 but > 2.25:1.00 0.125% 3.00%   4.00% IV < 2.25:1.00 0.125% 2.75% 3.75% 


    




 










continues,   after which such ratio and Pricing Level and shall be determined based on the   then existing Consolidated First Lien Secured Debt to Consolidated EBITDA   Ratio). “Approved Fund” shall mean any Fund that is administered or managed   by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) an entity or an   Affiliate of an entity that administers, advises or manages a Lender. “Asset   Sale” shall mean: (i) the sale, conveyance, transfer, or other disposition,   whether in a single transaction or a series of related transactions, of   property or assets (including by way of a Sale Leaseback) (each a “disposition”)   of the Borrower or any Restricted Subsidiary, or (ii) the issuance or sale of   Equity Interests of any Restricted Subsidiary, whether in a transaction or a   series of related transactions, single in each case, other than: (a) any   disposition of Cash Equivalents or Investment Grade Securities or obsolete,   worn out or surplus property or property (including leasehold property   interests) that is no longer economically practical in its business or   commercially desirable to maintain or no longer used or useful equipment in   the ordinary course of business or any disposition of inventory, immaterial   assets, or goods (or other assets) in the ordinary course of business; (b)   [reserved] (c) 10.2 or the the incurrence of Liens that are permitted to be   incurred pursuant to Section making of any Restricted Payment or Investments   permitted to be made pursuant to Sections 10.5 or 10.6, respectively; (d) any   disposition of assets or issuance or sale of Equity Interests of any   Restricted Subsidiary in any transaction or series of transactions with an   aggregate Fair Market Value, with respect to any individual disposition of   assets or issuance or sale of Equity Interests of any Restricted Subsidiary,   of $1.0 million, up to an aggregate amount of $5.0 million; (e) any disposition   of property or assets or issuance of securities by (1) a Restricted   Subsidiary to the Borrower or (2) by the Borrower or a Restricted Subsidiary   to another Restricted Subsidiary; provided that any disposition made pursuant   to this clause (e) to Restricted Subsidiaries that are not Guarantors shall   be treated as Investments made pursuant to Section 10.6(a) hereof for   purposes of the proviso set forth in Section 10.6(a) hereof; (f) [reserved];   (g) [reserved]; (h) foreclosures, condemnation, casualty or any similar   action on assets (including dispositions in connection therewith); (i)   [reserved]; -6-#89847286v15 


    




 










(j) any   financing transaction with respect to property built or acquired by the   Borrower or any Restricted Subsidiary after the Closing Date, including Sale   Leasebacks and asset securitizations permitted by this Agreement; (k) (1) any   surrender or waiver of contractual rights or the settlement, release, or   surrender of contractual rights or other litigation claims, (2) the   termination or collapse of cost sharing agreements with the Borrower or any   Subsidiary and the settlement of any crossing payments in connection   therewith, or (3) the settlement, discount, write off, forgiveness, or   cancellation of any Indebtedness owing by any present or former consultants,   directors, officers or employees of the Borrower or any Subsidiary or any of   their successors or assigns; (l) the disposition or discount of inventory,   accounts receivable, or notes receivable in the ordinary course of business   or the conversion of accounts receivable to notes receivable; (m) Property or   otherwise) in the non-exclusive licensing, cross-licensing or sub-licensing   of Intellectual other general intangibles (whether pursuant to franchise   agreements or the ordinary course of business; (n) the unwinding of any   Hedging Obligations or obligations in respect of Cash Management Services;   (o) sales, transfers, and other dispositions of Investments in joint ventures   to the extent required by, or made pursuant to, customary buy/sell   arrangements between the jointventure parties set forth in joint venture   arrangements and similar binding arrangements; (p) the lapse or abandonment   of Intellectual Property rights in the ordinary course of business, which in   the reasonable business judgment of the Borrower are not material to the   conduct of the business of the Borrower and the Restricted Subsidiaries, taken   as a whole; (q) the issuance of directors’ qualifying shares and shares   issued to foreign nationals as required by applicable law; (r) leases,   assignments, subleases, licenses, or sublicenses, in each case in the   ordinary course of business and which do not materially interfere with the   business of the Borrower and the Restricted Subsidiaries, taken as a whole;   (s) dispositions of non-core assets acquired in connection with any Permitted   Acquisition or Investment permitted hereunder (each such disposition, a   “Permitted Non-Core Asset Disposition”), provided that (i) such Permitted   Non-Core Asset Disposition is sold for Fair Market Value and (ii) at least   75% of the consideration therefor received by the Borrower or Restricted   Subsidiary, as the case may be, is in the form of cash or Cash Equivalents;   and (t) other Asset Sales with a Fair Market Value, together with all   dispositions of assets or sale of Equity Interests of any Restricted   Subsidiaries described in clause (d) of the definition of Asset Sales, less   than or equal to $10.0 million. -7-#89847286v15 


    




 










“Asset Sale   Prepayment Event” shall mean any Asset Sale subject to the Reinvestment   Period allowed in Section 10.4, any Permitted Non-Core Asset Disposition, and   any transaction under clause (11)(a) of the definition of “Asset Sale”   provided herein; provided, further, that with respect to any Asset Sale   Prepayment Event, the Borrower shall not be obligated to make any prepayment   otherwise required by Section 5.2 unless and until the aggregate amount of   Net Cash Proceeds from all such Asset Sale Prepayment Events, after giving   effect to the reinvestment rights set forth herein, exceeds $5.0 million (the   “Prepayment Trigger”) in any fiscal year of the Borrower, but then from all   such Net Cash Proceeds (excluding amounts below the Prepayment Trigger).   “Assignment and Acceptance” shall mean an assignment and acceptance   substantially in the form of Exhibit F, or such other form as may be approved   by the Administrative Agent. “Authorized Officer” shall mean, with respect to   any Person, any individual holding the position of chairman of the board (if   an officer), the Chief Executive Officer, President, the Chief Financial   Officer, the Treasurer, the Controller, the Vice President-Finance, a Senior   Vice President, a Director, a Manager, the Secretary, the Assistant Secretary   or any other senior officer or agent with express authority to act on behalf   of such Person designated as such by the board of directors or other managing   authority of such Person. “Auto-Extension Letter of Credit” shall have the   meaning provided in Section 3.2(d). “Available Amount” shall mean, at any   time, an amount (which shall not be less than zero) equal to: (a) [reserved]   (b) the result of (x) 100% of Consolidated EBITDA for the most recently ended   Test Period (calculated on a Pro Forma Basis) minus (y) the amount equal to   the product of (i) 1.40 times (ii) the amount of Consolidated Interest   Expense for the most recently ended Test Period (calculated on a Pro Forma Basis),   plus (c) 100% of the aggregate net cash proceeds and the Fair Market Value of   marketable securities or other property received by the Borrower since   immediately after the Closing Date from the issue or sale of Equity Interests   of the Borrower (other than Disqualified Stock), plus (d) 100% of the   aggregate amount of cash and the Fair Market Value of marketable securities   or other property contributed to the capital of the Borrower following the   Closing Date (other than Disqualified Stock), plus -8-#89847286v15 


    




 










(e)100% of the   aggregate amount received in cash and the Fair Market Value of marketable   securities or other property received by means of the sale or other   disposition (other than to the Borrower or a Restricted Subsidiary) of   Investments made by the Borrower and the Restricted Subsidiaries pursuant to   Section 10.6(x) and repurchases and redemptions of such Investments from the   Borrower and the Restricted Subsidiaries and repayments of loans or advances,   and releases of guarantees, which constitute Investments made by the borrower   or the Restricted Subsidiaries, in each case, after the Closing Date, plus   (f) [reserved], plus (g) the aggregate amount of any Retained Declined   Proceeds since the Closing Date. “Available Commitment” shall mean an amount   equal to the excess, if any, of (i) the amount of the Total Revolving Credit   Commitment over (ii) the sum of the aggregate principal amount of, without   duplication, (a) all Revolving Credit Loans (but not Swingline Loans) then   outstanding and (b) the aggregate Letters of Credit Outstanding at such time.   “Bail-In Action” means the exercise of any Write-Down and Conversion Powers   by the applicable EEA Resolution Authority in respect of any liability of an   EEA Financial Institution. “Bail-In Legislation” means, with respect to any   EEA Member Country implementing Article 55 of Directive 2014/59/EU of the   European Parliament and of the Council of the European Union, the   implementing law for such EEA Member Country from time to time which is   described in the EU Bail-In Legislation Schedule. “Bankruptcy Code” shall   have the meaning provided in Section 11.5. “Benefited Lender” shall have the   meaning provided in Section 13.8(a). “Board” shall mean the Board of   Governors of the Federal Reserve System of the United States (or any   successor). “Borrower” shall mean Synchronoss Technologies, Inc. “Borrower   Historical Financial Statements” shall mean (i) the audited consolidated   balance sheets of the Borrower and its consolidated Subsidiaries as at December   31, 2013, December 31, 2014 and December 31, 2015 and the related audited   consolidated statements of income and cash flows of the Borrower and its   consolidated Subsidiaries for the years ended December 31, 2013, December 31,   2014 and December 31, 2015 and (ii) the unaudited interim consolidated   balance sheets of the Borrower and its consolidated Subsidiaries for the   fiscal quarters ending March 31, 2016, June 30, 2016 and September 30, 2016   and the related unaudited consolidated statements of income and cash flow of   the Borrower and its Subsidiaries for the fiscal quarters ending March 31,   2016, June 30, 2016 and September 30, 2016. “Borrowing” shall mean (i) Loans   of the same Class and Type, made, converted, or continued on the same date   and, in the case of LIBOR Loans, as to which a single Interest Period is in   effect, or (ii) a Swingline Loan. -9-#89847286v15 


    




 










“Business Day”   shall mean any day excluding Saturday, Sunday, and any other day on which   banking institutions in New York City are authorized by law or other   governmental actions to close, and, if such day relates to any interest rate   settings as to a LIBOR Loan, any fundings, disbursements, settlements, and   payments in respect of any such LIBOR Loan, or any other dealings in Dollars   to be carried out pursuant to this Agreement in respect of any such LIBOR   Loan, such day shall be a day on which dealings in deposits in Dollars are   conducted by and between banks in the applicable London interbank market.   “Capital Expenditures” shall mean, for any period, the aggregate of all   expenditures (whether paid in cash or accrued as liabilities and including in   all events all amounts expended or capitalized under Capital Leases) by the   Borrower and the Restricted Subsidiaries during such period that, in   conformity with GAAP, are or are required to be included as additions during   such period to property, plant, or equipment reflected in the consolidated   balance sheet of the Borrower and the Restricted Subsidiaries (including   Capitalized Software Expenditures, website development costs, website content   development costs, customer acquisition costs and incentive payments,   conversion costs, and contract acquisition costs). “Capital Lease” shall   mean, as applied to any Person, any lease of any property (whether real,   personal, or mixed) by that Person as lessee that, in conformity with GAAP,   is, or is required to be, accounted for as a capital lease on the balance   sheet of that Person, subject to Section 1.12. “Capital Stock” shall mean (i)   in the case of a corporation, corporate stock, (ii) in the case of an   association or business entity, any and all shares, interests,   participations, rights, or other equivalents (however designated) of   corporate stock, (iii) in the case of a partnership or limited liability   company, partnership or membership interests (whether general or limited),   and (iv) any other interest or participation that confers on a Person the   right to receive a share of the profits and losses of, or distributions of   assets of, the issuing Person (it being understood and agreed, for the   avoidance of doubt, that “cash-settled phantom appreciation programs” in   connection with employee benefits that do not require a dividend or   distribution shall not constitute Capital Stock). “Capitalized Lease   Obligation” shall mean, at the time any determination thereof is to be made,   the amount of the liability in respect of a Capital Lease that would at such   time be required to be capitalized and reflected as a liability on a balance   sheet (excluding the footnotes thereto) prepared in accordance with GAAP,   subject to Section 1.12. “Capitalized Software Expenditures” shall mean, for   any period, the aggregate of all expenditures (whether paid in cash or   accrued as liabilities) by the Borrower and the Restricted Subsidiaries   during such period in respect of purchased software or internally developed   software and software enhancements that, in conformity with GAAP, are or are   required to be reflected as capitalized costs on the consolidated balance   sheet of the Borrower and the Restricted Subsidiaries. “Cash Collateral”   shall have a meaning correlative to the immediately succeeding paragraph and   shall include the proceeds of such cash collateral and other credit support.   “Cash Collateralize” shall mean to pledge and deposit with or deliver to the   Administrative Agent, for the benefit of one or more of the Letter of Credit   Issuers or the Lenders (including the Swingline Lender), as collateral for   L/C Obligations or obligations of the Lenders (including those of the   Swingline Lender) to fund participations in respect of L/C Obligations, cash   or deposit account balances or, if the Administrative Agent and the   applicable Letter of Credit Issuer shall agree in their sole discretion,   other credit support. -10-#89847286v15 


    




 










“Cash   Equivalents” shall mean: (i) Dollars, (ii) (a) Euro, Pounds Sterling, Yen,   Swiss Francs, Canadian Dollars, or any national currency of any Participating   Member State in the European Union or (b) local currencies held from time to   time in the ordinary course of business, (iii) securities issued or directly   and fully and unconditionally guaranteed or insured by the United States   government or any country that is a member state of the European Union or any   agency or instrumentality thereof the securities of which are unconditionally   guaranteed as a full faith and credit obligation of such government with   maturities of 24 months or less from the date of acquisition,   (iv)certificates of deposit, time deposits, and eurodollar time deposits with   maturities of one year or less from the date of acquisition, bankers’   acceptances with maturities not exceeding one year, and overnight bank   deposits, in each case with any commercial bank having capital and surplus of   not less than $100,000,000, (v) repurchase obligations for underlying   securities of the types described in clauses (iii), (iv), and (ix) entered   into with any financial institution meeting the qualifications specified in   clause (iv) above, (vi) commercial paper rated at least P-2 by Moody’s or at   least A-2 by S&P and in each case maturing within 24 months after the   date of creation thereof, (vii) marketable short-term money market and   similar securities having a rating of at least P-2 or A-2 from either Moody’s   or S&P, respectively (or, if at any time neither Moody’s nor S&P   shall be rating such obligations, an equivalent rating from another   nationally recognized ratings agency) and in each case maturing within 24   months after the date of creation or acquisition thereof, (viii) readily   marketable direct obligations issued by any state, commonwealth, or territory   of the United States or any political subdivision or taxing authority thereof   having one of the two highest rating categories obtainable from either   Moody’s or S&P with maturities of 24 months or less from the date of   acquisition, (ix) Indebtedness or preferred stock issued by Persons with a   rating of “A” or higher from S&P or “A2” or higher from Moody’s with   maturities of 24 months or less from the date of acquisition, (x) solely with   respect to any Foreign Subsidiary: (a) obligations of the national government   of the country in which such Foreign Subsidiary maintains its chief executive   office and principal place of business provided such country is a member of   the Organization for Economic Cooperation and Development, in each case   maturing within one year after the date of investment therein, (b)   certificates of deposit of, bankers acceptances of, or time deposits with,   any commercial bank which is organized and existing under the laws of the   country in which such Foreign Subsidiary maintains its chief executive office   and principal place of business provided such country is a member of the   Organization for Economic Cooperation and Development, and whose short-term   commercial paper rating from S&P is at least “A-2” or the equivalent   thereof or -11-#89847286v15 


    




 










from Moody’s is   at least “P-2” or the equivalent thereof (any such bank being an “Approved   Foreign Bank”), and in each case with maturities of not more than 24 months   from the date of acquisition, and (c) the equivalent of demand deposit   accounts which are maintained with an Approved Foreign Bank, in each case,   customarily used by corporations for cash management purposes in any   jurisdiction outside the United States to the extent reasonably required in   connection with any business conducted by such Foreign Subsidiary organized   in such jurisdiction, (xi) in the case of investments by any Foreign   Subsidiary or investments made in a country outside the United States, Cash   Equivalents shall also include investments of the type and maturity described   in clauses (i) through (ix) above of foreign obligors, which investments have   ratings, described in such clauses or equivalent ratings from comparable   foreign rating agencies, and (xii) investment funds investing 90% of their   assets in securities of the types described in clauses (i) through (ix)   above. Notwithstanding the foregoing, Cash Equivalents shall include amounts   denominated in currencies other than those set forth in clauses (i) and (ii)   above; provided that suchamountsare converted into any currency listed in   clauses (i) and (ii) as promptly as practicable and in any event within ten   Business Days following the receipt of such amounts. For the avoidance of   doubt, any items identified as Cash Equivalents under this definition will be   deemed to be Cash Equivalents for all purposes under the Credit Documents   regardless of the treatment of such items under GAAP. “Cash Management   Agreement” shall mean any agreement or arrangement to provide Cash Management   Services. “Cash Management Bank” shall mean any Person that, at the time it   enters into a Cash Management Agreement with the Borrower or any Restricted   Subsidiary, is an Agent or a Lender or an Affiliate of an Agent or a Lender.   “Cash Management Services” shall mean any one or more of the following types   of services or facilities: (i) commercial credit cards, merchant card   services, purchase or debit cards, including non-card e-payables services, or   electronic funds transfer services, (ii) treasury management services   (including controlled disbursement, overdraft automatic clearing house fund   transfer services, return items, and interstate depository network services),   (iii) any other demand deposit or operating account relationships or other   cash management services, including pursuant to any Cash Management Agreements   and (iv) and other services related, ancillary or complementary to the   foregoing. “Casualty Event” shall mean, with respect to any property of any   Person, any loss of or damage to, or any condemnation or other taking by a   Governmental Authority of, such property for which such Person or any of its   Restricted Subsidiaries receives insurance proceeds or proceeds of a   condemnation award in respect of any equipment, fixed assets, or real   property (including any improvements thereon) to replace or repair such   equipment, fixed assets, or real property; provided, further, that with   respect to any Casualty Event, the Borrower shall not be obligated to make   any prepayment otherwise required by Section 5.2 unless and until the   aggregate amount of Net Cash Proceeds from all such Casualty Events, after   giving effect to the reinvestment rights set forth herein, exceeds $5.0   million (the “Casualty -12-#89847286v15 


    




 










Prepayment   Trigger”) in any fiscal year of the Borrower, but then from all such Net Cash   Proceeds (excluding amounts below the Casualty Prepayment Trigger). “CFC”   shall mean a direct or indirect Subsidiary of the Borrower that is a   “controlled foreign corporation” within the meaning of Section 957 of the   Code. “CFC Holding Company” shall mean a Domestic Subsidiary of the Borrower   that has no material assets other than the Capital Stock of one or more   Foreign Subsidiaries that are CFCs. “Change in Law” means the occurrence,   after the date of this Agreement (or with respect to any Lender, if later,   the date on which such Lender becomes a Lender), of any of the following: (a)   the adoption or taking effect of any law, rule, regulation or treaty, (b) any   change in any law, rule, regulation or treaty or in the administration,   interpretation, implementation or application thereof by any Governmental   Authority, or (c) the making or issuance of any request, rules, guideline,   requirement or directive (whether or not having the force of law) by any   Governmental Authority; provided however, that notwithstanding anything   herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer   Protection Act and all requests, rules, guidelines, requirements and   directives thereunder, issued in connection therewith or in implementation   thereof, and (ii) all requests, rules, guidelines, requirements and   directives promulgated by the Bank for International Settlements, the Basel   Committee on Banking Supervision (or any successor or similar authority) or   the United States or foreign regulatory authorities, in each case pursuant to   Basel III, shall in each case be deemed to be a “Change in Law” regardless of   the date enacted, adopted, issued or implemented. “Change of Control” shall   mean (a) the acquisition of ownership, directly or indirectly, beneficially or   of record, by any Person or group (within the meaning of the Securities   Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the   date hereof), of Equity Interests representing more than 35% of the aggregate   ordinary voting power represented by the issued and outstanding Equity   Interests of the Borrower; or (b) the occurrence of a change in control, or   other similar provision, as defined in any agreement or instrument evidencing   any Indebtedness with an aggregate principal amount in excess of $50.0   million which occurrence triggers a default or mandatory prepayment not   waived in writing prior to such occurrence. “Class” (i) when used in   reference to any Loan or Borrowing, shall refer to whether such Loan, or the   Loans comprising such Borrowing, are Revolving Credit Loans, Additional   Revolving Credit Loans, New Revolving Credit Loans, Initial Term Loans, New   Term Loans (of each Series), Extended Term Loans (of the same Extension   Series), Replacement Term Loans (of the same Series), Extended Revolving   Credit Loans (of the same Extension Series), or Swingline Loans and (ii) when   used in reference to any Commitment, refers to whether such Commitment is a   Revolving Credit Commitment, an Additional Revolving Credit Commitment, a New   Revolving Credit Commitment, an Extended Revolving Credit Commitment (of the   same Extension Series), an Initial Term Loan Commitment or a New Term Loan   Commitment. “Closing Date” shall mean January 19, 2017. “Closing Date   Refinancing” means the repayment, repurchase, redemption, defeasance or other   discharge of the Existing Debt Facilities and termination and/or release of   any security interests and guarantees in connection therewith. “Code” shall   mean the Internal Revenue Code of 1986, as amended from time to time. -13-#89847286v15   


    




 










“Collateral”   shall mean all property pledged or mortgaged or purported to be pledged or   mortgaged pursuant to the Security Documents, excluding in all events   Excluded Property. “Collateral Agent” shall mean Goldman Sachs Bank USA, as   collateral agent under the Security Documents, or any successor collateral   agent pursuant to Section 12.9, and any Affiliate or designee of Goldman   Sachs Bank USA, may act as the Collateral Agent under any Credit Document.   “Commitment Fee” shall have the meaning provided in Section 4.1(a).   “Commitment Fee Rate” shall mean a rate per annum set forth below opposite   the Status in effect on such day: Status Commitment Fee Rate Level I Status   0.375% Level II Status 0.25% Notwithstanding the foregoing, the term   Commitment Fee Rate shall mean 0.375% during the period from and including   the Closing Date to but excluding the Trigger Date. “Commitments” shall mean,   with respect to each Lender (to the extent applicable), such Lender’s Initial   Term Loan Commitment, New Term Loan Commitment, Revolving Credit Commitment,   New Revolving Credit Commitment, Extended Revolving Credit Commitment,   Additional Revolving Credit Commitment, or Incremental Revolving Credit   Commitment. “Commodity Exchange Act” shall mean the Commodity Exchange Act (7   U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.   “Communications” shall have the meaning provided in Section 13.17. “Company   Material Adverse Effect” shall have the meaning provided to the term “Company   Material Adverse Effect” in the Acquisition Agreement. “Company   Representations” shall mean the representations and warranties made by the   Target with respect to itself, its subsidiaries and their respective   businesses in the Acquisition Agreement as are material to the interests of   the Lenders, but only to the extent that Borrower (or one of its Affiliates)   has the right (taking into account any applicable cure provisions) to   terminate its obligations under the Acquisition Agreement or decline to consummate   the Acquisition as a result of a breach of such representations and   warranties in the Acquisition Agreement. “Compliance Certificate” shall mean   a certificate of a responsible financial or accounting officer of the   Borrower delivered pursuant to Section 9.1(d) for the applicable Test Period.   “Confidential Information” shall have the meaning provided in Section 13.16.   “ConfidentialInformation Memorandum”shallmeantheConfidentialInformation   Memorandum of the Borrower dated January 5, 2017. -14-#89847286v15 


    




 










“Consolidated   EBITDA” shall mean, with respect to any Person and its Restricted   Subsidiaries on a consolidated basis for any period, (a) the Consolidated Net   Income of such Person for such period, plus (b) to the extent deducted from   revenues and without duplication of the additions in determining Consolidated   Net Income, (i) (A) Consolidated Interest Expense, (B) expense for income   taxes paid or accrued, (C) depreciation, and (D) amortization, in each case   for such period, (ii) to the extent publicly disclosed prior to the Amendment   No. 1 Effective Date or contained within the projections provided to the   private-side Term Loan Lenders on the call therewith that took place on July   11, 2017, (A) severance costs in an amount not to exceed $45.0 million in the   aggregate, (B) fees and expenses of professional advisors not to exceed $48.0   million in the aggregate, (C) the “Consent Fees” as defined in Amendment No.   1, such amount not to exceed $18.0 million in the aggregate, (D) Pro Forma   Adjustments related to mergers and other business combinations, acquisitions,   divestitures and other transactions in aggregate amount not to exceed $4.4   million on a net basis, and (E) cost savings, operating expense reductions   and synergies, in aggregate amount not to exceed $60.0 million, provided that   any amounts to be added to Consolidated Net Income for each of the foregoing   cases (A)-(E) in this clause (ii) shall be treated as having occurred or   having been incurred during the period in which such actions, transactions or   costs actually occurred or were incurred, and (iii) (A) extraordinary,   unusual or non-recurring items, (B) non-cash expenses or losses, (C)   restructuring charges, (D) Pro Forma Adjustments related to mergers and other   business combinations, acquisitions, divestitures and other transactions   already completed (including in respect of the Pro Forma Adjustments and   other addbacks set forth in sub-clauses (A)-(C) of this clause (iii)) and (E)   “run rate” cost savings, operating expense reductions and synergies, in each   case of clauses (A) to (E) resulting from actions taken prior to the end of   such period, and in the case of clause (E), projected by the Borrower in good   faith to be realized within twelve-months after the date of the action or   transaction giving rise to any such cost savings and synergies, so long as   such cost savings and synergies are reasonably identifiable and factually   supportable and certified by a financial officer of the Borrower, provided   that any amounts to be added to Consolidated Net Income pursuant to this   clause (b) on account of any such adjustment set forth in clause (iii) hereof   (other than clause (B) thereof and other than consent fees paid to Lenders)   shall (A) for the period ending September 30, 2017, be subject to a cap of 5%   of the unadjusted Consolidated EBITDA (without giving effect to other   adjustments including those set forth in clauses (b)(ii) and b(iii) of this   definition) for such period, (B) for the period ending December 31, 2017, be   subject to a cap of 15% of the unadjusted Consolidated EBITDA (without giving   effect to other adjustments including those set forth in clauses (b)(ii) and   b(iii) of this definition) for such period and (C) thereafter be subject to a   cap of 25% of the unadjusted Consolidated EBITDA (without giving effect to   other adjustments including those set forth in clauses (b)(ii) and b(iii) of   this definition) for such period plus (iv) for the fiscal quarters ended   September 30, 2017 and December 31, 2017, taken together, an aggregate   additional amount of addbacks of the types set forth in clause (iii) above,   including but not limited to anticipated cost savings project by the Borrower   in good faith to be realized within twelve-months from the date of the action   or transaction giving rise thereto, which action or transaction shall have   occurred at the time of such calculation, which are reasonably #89847286v15 


    




 










identifiable   and factually supportable and certified by a financial officer of the   Borrower, in an aggregate amount for all such adjustments pursuant to this   clause (iv) not to exceed $7.0 million; provided, further that to the extent   that any revenue is shifted into later periods in the Restated Financial   Statements (as defined in Amendment No. 1), such shifting shall not be taken   into account for purposes of this definition, minus (c) to the extent   included in Consolidated Net Income, (1) interest income, (2) income tax   credits and refunds (to the extent not netted from tax expense), (3) any cash   payments made during such period in respect of items described in clause   (iii)(B) above (or described in the definition of Consolidated Net Income)   subsequent to the fiscal quarter in which the relevant non-cash expenses or   losses were incurred and (4) extraordinary, unusual or non-recurring income   or gains realized, all calculated for the Borrower and its Restricted   Subsidiaries on a consolidated basis. For the avoidance of doubt: (i) to the   extent included in Consolidated Net Income, there shall be excluded in   determining Consolidated EBITDA for any period any adjustments resulting from   the application of ASC 815 and its related pronouncements and interpretations,   or the equivalent accounting standard under GAAP or an alternative basis of   accounting applied in lieu of GAAP, (ii) there shall be included in   determining Consolidated EBITDA for any period, without duplication, (1) the   Acquired EBITDA of any Person or business, or attributable to any property or   asset acquired by the Borrower or any Restricted Subsidiary during such   period (but not the Acquired EBITDA of any related Person or business or any   Acquired EBITDA attributable to any assets or property, in each case to the   extent not so acquired) to the extent not subsequently sold, transferred,   abandoned, or otherwise disposed by the Borrower or such Restricted   Subsidiary during such period (each such Person, business, property, or asset   acquired and not subsequently so disposed of, an “Acquired Entity or   Business”), based on the actual Acquired EBITDA of such Acquired Entity or   Business for such period (including the portion thereof occurring prior to   such acquisition or conversion) and (2) an adjustment in respect of each   Acquired Entity or Business equal to the amount of the Pro Forma Adjustment   with respect to such Acquired Entity or Business for such period (including   the portion thereof occurring prior to such acquisition); and to the extent   included in Consolidated Net Income, there shall be excluded in determining   Consolidated EBITDA for any period the Disposed EBITDA of any Person,   property, business, or asset sold, transferred, abandoned, or otherwise   disposed of, closed or classified as discontinued operations by the Borrower   or any Restricted Subsidiary during such period (each such Person, property,   business, or asset so sold or disposed of, a “Sold Entity or Business”),   based on the actual Disposed EBITDA of such Sold Entity or Business for such   period (including the portion thereof occurring prior to such sale, transfer,   or disposition or conversion); provided that for the avoidance of doubt,   notwithstanding any classification under GAAP of any Person or business in   respect of which a definitive agreement for the disposition thereof has been   entered into as discontinued operations, the Disposed EBITDA of such Person   or business shall not be excluded pursuant to this paragraph until such   disposition shall have been consummated. “Consolidated First Lien Secured   Debt” shall mean Consolidated Total Debt as of such date secured by a   first-priority security interest on any assets of the Borrower or any   Guarantor. “Consolidated First Lien Secured Debt to Consolidated EBITDA   Ratio” shall mean, as of any date of determination, the ratio of (i)   Consolidated First Lien Secured Debt as of such date of #89847286v15 


    




 










determination,   minus unrestricted cash and Cash Equivalents of the Borrower and the   Restricted Subsidiaries to (ii) Consolidated EBITDA of the Borrower for the   Test Period most recently ended on or prior to such date of determination, in   each case with such pro forma adjustments to Consolidated First Lien Secured   Debt and Consolidated EBITDA as are appropriate and consistent with the pro   forma adjustment provisions set forth herein; provided that the calculation   of the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio for   purposes of determining (1) the amount of any interest payable hereunder, (2)   compliance with the financial covenants contained in Section 10.9, or (3) any   amounts payable under Section 5.2 shall be without regard to any pro forma   adjustments for events, actions, or transactions that occurred after the end   of such period. “Consolidated Interest Coverage Ratio” shall mean for any   period, the ratio of (a) Consolidated EBITDA for such period to (b)   Consolidated Interest Expense for such period, provided that the calculation   of the Consolidated Interest Coverage Ratio for purposes of determining   compliance with the financial covenants contained in Section 10.9 shall be   without regard to any pro forma adjustments for events, actions, or   transactions that occurred after the end of such period. “Consolidated   Interest Expense” shall mean the sum of (1) cash interest expense (including   that attributable to Capitalized Lease Obligations), net of cash interest   income of such Person and its Restricted Subsidiaries with respect to all   outstanding Indebtedness of such Person and its Restricted Subsidiaries,   including all commissions, discounts and other fees and charges owed with   respect to letters of credit and bankers’ acceptance financing and net costs   under hedging agreements, plus (2) non-cash interest expense resulting solely   from the net amortization of original issue discount and original issuance   premium from the issuance of Indebtedness of such Person and its Restricted   Subsidiaries (excluding any Indebtedness borrowed under this Agreement in   connection with the Transactions and any Permitted Refinancing thereof) but   excluding, for the avoidance of doubt, (a) amortization of deferred financing   costs, debt issuance costs, commissions, fees and expenses and any other   amounts of non-cash interest other than referred to in clause (2) above   (including as a result of the effects of acquisition method accounting or   pushdown accounting), (b) non-cash interest expense attributable to the   movement of the mark-to-market valuation of Indebtedness or obligations under   Hedging Obligations or other derivative instruments pursuant to FASB   Accounting Standards Codification Topic 815—Derivatives and Hedging, (c) any   one-time cash costs associated with breakage in respect of hedging agreements   for interest rates, (d) [reserved], (e) any “additional interest” owing   pursuant to a registration rights agreement with respect to any securities,   (f) any payments with respect to make-whole premiums or other breakage costs   of any Indebtedness, including, without limitation, any Indebtedness issued   in connection with the Transactions, (g) penalties and interest relating to   taxes, (h) accretion or accrual of discounted liabilities not constituting   Indebtedness, (i) any expense resulting #89847286v15 


    




 










from the   discounting of Indebtedness in connection with the application of recapitalization   or purchase accounting, and (j) any interest expense attributable to the   exercise of appraisal rights and the settlement of any claims or actions   (whether actual, contingent or potential), with respect thereto and with   respect to the Transactions, any acquisition or Investment permitted   hereunder, all as calculated on a consolidated basis. For purposes of this   definition, interest on a Capitalized Lease Obligation shall be deemed to   accrue at an interest rate reasonably determined by such Person to be the   rate of interest implicit in such Capitalized Lease Obligation in accordance   with GAAP. “Consolidated Net Income” shall mean, with respect to any Person   for any period, the net income (or loss) of such Person calculated in   accordance with GAAP on a consolidated basis for such period, plus (or minus   if applicable), to the extent deducted from revenues in determining such net   income (or loss) and without duplication, (i) non-cash charges, losses or   expenses resulting from the after-tax write-down of deferred revenue, (ii)   non-cash after-tax stock-based compensation expense, (iii) charges, losses or   expenses, net of associated taxes, resulting from acquisitions or   restructurings, (iv) non-cash charges, losses or expenses resulting from the   net after-tax change in contingent consideration obligations, calculated   after adjusting for related foreign exchange gains or losses, (v) deferred   compensation expense with respect to earn-out obligations, net of taxes and   (vi) after-tax amortization expense. Consolidated Net Income shall (a)   exclude any income (or loss) of any Person other than the Borrower or a   Subsidiary, but any such income so excluded may be included in such period or   any later period to the extent of any cash dividends or distributions actually   paid in the relevant period to the Borrower or any wholly-owned Subsidiary of   the Borrower and (b) include any income of the Joint Venture Subsidiaries to   the extent of any cash dividends or distributions actually paid in the   relevant period to the Consolidated Parties, to the extent not already   included in determining Consolidated Net Income. “Consolidated Total Assets”   shall mean, as of any date of determination, the amount that would, in   conformity with GAAP, be set forth opposite the caption “total assets” (or   any like caption) on the most recent consolidated balance sheet of the   Borrower and the Restricted Subsidiaries at such date. “Consolidated Total   Debt” shall mean, as at any date of determination, an amount equal to the sum   of the aggregate amount of all outstanding Indebtedness of the Borrower and   the Restricted Subsidiaries on a consolidated basis consisting of   Indebtedness for borrowed money, Capitalized Lease Obligations and debt   obligations evidenced by promissory notes and similar instruments (and   excluding, for the avoidance of doubt, Hedging Obligations); provided that   Consolidated Total Debt shall not include Letters of Credit, except to the   extent of Unpaid Drawings thereunder. “Consolidated Total Debt to   Consolidated EBITDA Ratio” shall mean, as of any date of determination, the   ratio of (i) Consolidated Total Debt as of such date of determination, minus   unrestricted cash and Cash Equivalents of the Borrower and the Restricted   Subsidiaries to (ii) Consolidated EBITDA of the Borrower for the Test Period   most recently ended on or prior to such date of determination, in each case   with such pro forma adjustments to Consolidated Total Debt and Consolidated   EBITDA as are appropriate and consistent with the pro forma adjustment   provisions set forth herein; provided that the calculation of the   Consolidated Total Debt to Consolidated EBITDA Ratio for purposes of   determining (1) the amount of any interest payable hereunder or (2) any   amounts payable under Section 5.2 shall be without regard to any pro forma   adjustments for events, actions, or transactions that occurred after the end   of such period. #89847286v15 


    




 










“Consolidated   Working Capital” shall mean, at any date, the excess of (i) the sum of all   amounts (other than cash and Cash Equivalents) that would, in conformity with   GAAP, be set forth #89847286v15 


    




 










opposite the   caption “total current assets” (or any like caption) on a consolidated   balance sheet of the Borrower and the Restricted Subsidiaries at such date   excluding the current portion of current and deferred income taxes over (ii)   the sum of all amounts that would, in conformity with GAAP, be set forth   opposite the caption “total current liabilities” (or any like caption) on a   consolidated balance sheet of the Borrower and the Restricted Subsidiaries on   such date, but excluding (for purposes of both clauses (i) and (ii) above),   without duplication, (a) the current portion of any Funded Debt, (b) all   Indebtedness consisting of Loans and Letter of Credit Exposure to the extent   otherwise included therein, (c) the current portion of interest, (d) the current   portion of current and deferred income taxes; provided that, for purposes of   calculating Excess Cash Flow, increases or decreases in working capital (A)   arising from acquisitions or dispositions by the Borrower and the Restricted   Subsidiaries shall be measured from the date on which such acquisition or   disposition occurred and (B) shall exclude (I) the impact of non-cash   adjustments contemplated in the Excess Cash Flow calculation, (II) the impact   of adjusting items in the definition of “Consolidated Net Income” and (III)   any changes in current assets or current liabilities as a result of (x) the   effect of fluctuations in the amount of accrued or contingent obligations,   assets or liabilities under hedging agreements or other derivative   obligations, (y) any reclassification, other than as a result of the passage   of time, in accordance with GAAP of assets or liabilities, as applicable,   between current and noncurrent or (z) the effects of acquisition method   accounting. “Contingent Obligations” shall mean, with respect to any Person,   any obligation of such Person guaranteeing any leases, dividends, or other   payment obligations that do not constitute Indebtedness (“primary   obligations”) of any other Person (the “primary obligor”) in any manner,   whether directly or indirectly, including, without limitation, any obligation   of such Person, whether or not contingent, (i) to purchase any such primary   obligation or any property constituting direct or indirect security therefor,   (ii) to advance or supply funds (a) for the purchase or payment of any such   primary obligation or (b) to maintain working capital or equity capital of   the primary obligor or otherwise to maintain the net worth or solvency of the   primary obligor, or (iii) 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 against loss in respect thereof. “Contract Consideration”   shall have the meaning provided in the definition of Excess Cash Flow.   “Contractual Requirement” shall have the meaning provided in Section 8.3.   “Control Agreement” shall mean, with respect to any deposit account,   securities account, commodity account, securities entitlement or commodity contract,   an agreement among the Agent, the financial institution or other Person at   which such account is maintained or with which such entitlement or contract   is carried and the Loan Party maintaining such account, effective to grant   “control” (as defined under the applicable Uniform Commercial Code) over such   account (and all assets on deposit therein or credited thereto) to the Agent,   for the benefit of the Secured Parties. “Convertible Notes” means the   Borrower’s 0.75% Convertible Senior Notes maturing on August 15, 2019.   “Credit Documents” shall mean this Agreement, each Joinder Agreement, each   Extension Amendment, each Permitted Repricing Amendment, the Guarantees, the   Security Documents, each Fee Letter, and any promissory notes issued by the   Borrower pursuant hereto. “Credit Event” shall mean and include the making   (but not the conversion or continuation) of a Loan and the issuance,   amendment, renewal, increase or extension of a Letter of Credit. #89847286v15   


    




 










“Credit   Facilities” shall mean, collectively, each category of Commitments and each   extension of credit hereunder. “Credit Facility” shall mean a category of   Commitments and extensions of credit thereunder. “Credit Party” shall mean   the Borrower and the Guarantors. “Davis Polk” shall mean Davis Polk &   Wardwell LLP. “Debt Incurrence Prepayment Event” shall mean any issuance or   incurrence by the Borrower or any of the Restricted Subsidiaries of any   Indebtedness (excluding any Indebtedness permitted to be issued or incurred   under Section 10.1 other than Section 10.1(u)(i)). “Declined Proceeds” shall   have the meaning provided in Section 5.2(f). “Declined Proceeds Rejection   Notice” shall have the meaning provided in Section 5.2(f). “Default” shall   mean any event, act, or condition that with notice or lapse of time, or both,   would constitute an Event of Default. “Default Rate” shall have the meaning   provided in Section 2.8(c). “Defaulting Lender” shall mean any Lender whose   acts or failure to act, whether directly or indirectly, cause it to meet any   part of the definition of Lender Default. “Deferred Net Cash Proceeds” shall   have the meaning provided such term in the definition of Net Cash Proceeds.   “Deferred Net Cash Proceeds Payment Date” shall have the meaning provided   such term in the definition of Net Cash Proceeds. “Derivative Counterparty”   shall have the meaning provided in Section 13.16. “Designated Person” means   any Person listed on a Sanctions List. “Disposed EBITDA” shall mean, with   respect to any Sold Entity or Business for any period, the amount for such   period of Consolidated EBITDA of such Sold Entity or Business (determined as   if references to the Borrower and the Restricted Subsidiaries in the   definition of Consolidated EBITDA were references to such Sold Entity or Business   and its respective Subsidiaries), all as determined on a consolidated basis   for such Sold Entity or Business, as the case may be. #89847286v15 


    




 










“disposition”   shall have the meaning assigned such term in clause (i) of the definition of   Asset Sale. “Disqualified Lenders” shall mean such Persons (i) that have been   specified in writing to the Administrative Agent and the Joint Lead Arrangers   and Joint Bookrunners prior to December 5, 2016 as being Disqualified   Lenders, (ii) who are competitors of the Borrower and its Subsidiaries that   are separately identified in writing by the Borrower to the Administrative   Agent from time to time, and (iii) in the case of each of clauses (i) and   (ii), any of their Affiliates (other than any such Affiliate that is   affiliated with a financial investor in such Person and that is not itself an   operating company or otherwise an Affiliate of an operating company so long   as such Affiliate is a bona fide Fund) that are either (a) identified in   writing by the Borrower to the Administrative Agent from time to time or (b)   clearly identifiable solely on the basis of such Affiliate’s name; provided   that no updates to the list of Disqualified Lenders shall be deemed to   retroactively disqualify any parties that have previously validly acquired an   assignment or participation in respect of the Loans from continuing to hold   or vote such previously acquired assignments and participations on the terms   set forth herein for Lenders that are not Disqualified Lenders. Notwithstanding   the foregoing, each Credit Party and the Lenders acknowledge and agree that   the Administrative Agent shall not have any responsibility or obligation to   determine whether any Lender or potential Lender is a Disqualified Lender and   the Administrative Agent shall have no liability with respect to any   assignment made to a Disqualified Lender. “Disqualified Stock” shall mean,   with respect to any Person, any Capital Stock of such Person which, by its   terms, or by the terms of any security into which it is convertible or for   which it is puttable or exchangeable, or upon the happening of any event,   matures or is mandatorily redeemable (other than solely for Qualified Stock),   other than as a result of a change of control, asset sale, condemnation event   or similar event, pursuant to a sinking fund obligation or otherwise, or is   redeemable at the option of the holder thereof (other than solely for   Qualified Stock), other than as a result of a change of control, asset sale,   condemnation event or similar event, in whole or in part, in each case, prior   to the date that is 91 days after the Latest Term Loan Maturity Date   hereunder; provided that if such Capital Stock is issued to any plan for the   benefit of employees of the Borrower or its Subsidiaries or by any such plan   to such employees, such Capital Stock shall not constitute Disqualified Stock   solely because it may be required to be repurchased by the Borrower or its   Subsidiaries in order to satisfy applicable statutory or regulatory   obligations or as a result of such employee’s termination, death, or   disability. “Dollar Equivalent” means, with respect to an amount of   Australian Dollars, the equivalent amount thereof in Dollars as determined by   the Administrative Agent or the applicable Letter of Credit Issuer at such   time on the basis of the Spot Rate (determined in respect of the most recent   Revaluation Date or other relevant date of determination) for the purchase of   Dollars with Australian Dollars. “Dollars” and “$” shall mean dollars in   lawful currency of the United States. “Domestic Subsidiary” shall mean each   Subsidiary of the Borrower that is organized under the laws of the United   States, any state thereof, or the District of Columbia. “EEA Financial   Institution” shall mean (a) any credit institution or investment firm   established in any EEA Member Country which is subject to the supervision of   an EEA Resolution Authority, (b) any entity established in an EEA Member   Country which is a parent of an institution described in clause (a) of this   definition, or (c) any financial institution established in an EEA Member   Country which is a #89847286v15 


    




 










subsidiary of   an institution described in clauses (a) or (b) of this definition and is   subject to consolidated supervision with its parent. “EEA Member Country”   shall mean any of the member states of the European Union, Iceland,   Liechtenstein, and Norway. “EEA Resolution Authority” shall mean any public   administrative authority or any person entrusted with public administrative   authority of any EEA Member Country (including any delegee) having   responsibility for the resolution of any EEA Financial Institution.   “Effective Yield” shall mean, as of any date of determination, the sum of (x)   the higher of (A) the LIBOR Rate on such date for a deposit in dollars with a   maturity of one month and (B) the “LIBOR floor”, if any, with respect thereto   as of such date, (y) the interest rate margins as of such date (with such   interest rate margin and interest spreads to be determined by reference to   the LIBOR Rate) and (z) the amount of original issue discount and upfront   fees thereon paid generally to lenders (converted to yield assuming a   four-year average life and without any present value discount). “End Date   Transaction” shall mean a strategic transaction, or merger, business   combination, acquisition or divestiture that will result in a Change of   Control or a requirement to prepay the Loans in full and terminate the   Commitments hereunder, the financing for which has been previously committed   or obtained (or evidence of financing sufficient to consummate the   transaction has been provided). “Environmental Claims” shall mean any and all   actions, suits, orders, decrees, demand letters, claims, notices of   noncompliance or potential responsibility or violation, or proceedings   pursuant to any Environmental Law or any permit issued, or any approval   given, under any such Environmental Law (hereinafter, “Claims”), including,   without limitation, (i) any and all Claims by governmental or regulatory   authorities for enforcement, investigation, cleanup, removal, response,   remedial, or other actions or damages pursuant to any Environmental Law and   (ii) any and all Claims by any third party seeking damages, contribution,   indemnification, cost recovery, compensation, or injunctive relief relating   to the presence, Release or threatened Release of Hazardous Materials or   arising from alleged injury or threat of injury to health or safety (to the   extent relating to human exposure to Hazardous Materials), or the environment   including, without limitation, ambient air, indoor air, surface water,   groundwater, soil, land surface and subsurface strata, and natural resources   such as wetlands, flora and fauna. “Environmental Law” shall mean any   applicable federal, state, foreign, or local statute, law, rule, regulation,   ordinance, code, and rule of common law now or hereafter in effect and in   each case as amended, and any binding judicial or administrative   interpretation thereof, including any binding judicial or administrative   order, consent decree, or judgment, relating to pollution or protection of   the environment, including, without limitation, ambient air, indoor air,   surface water, groundwater, soil, land surface and subsurface strata and   natural resources such as flora, fauna, or wetlands, or protection of human   health or safety (to the extent relating to human exposure to Hazardous   Materials) and including those relating to the generation, storage,   treatment, transport, Release, or threat of Release of Hazardous Materials.   “Equity Interest” shall mean Capital Stock and all warrants, options, or   other rights to acquire Capital Stock, but excluding any debt security that   is convertible into, or exchangeable for, Capital Stock. “Equity Prepayment   Event” shall mean 25% of the Net Cash Proceeds of the issuance or sale of any   Equity Interests of the Borrower; provided, that with respect to any Equity   Prepayment Event, the Borrower shall not be obligated to make any prepayment   otherwise required by Section 5.2 during any time when the Consolidated Total   Debt to Consolidated EBITDA Ratio (at the time of receipt of such   #89847286v15 


    




 










proceeds) is   less than 3.50 to 1.00. “ERISA” shall mean the Employee Retirement Income   Security Act of 1974, as amended from time to time. “ERISA Affiliate” shall   mean any trade or business (whether or not incorporated) that, together with   any Credit Party, is treated as a single employer under Section 414 (b) or   (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of   provisions relating to Section 412 of the Code). #89847286v15 


    




 










“ERISA Event”   shall mean (i) the failure of any Plan to comply with any provisions of ERISA   and/or the Code (and applicable regulations under either) or with the terms   of such Plan; (ii) the existence with respect to any Plan of a non-exempt   Prohibited Transaction; (iii) any Reportable Event; (iv) the failure of any   Credit Party or ERISA Affiliate to make by its due date a required   installment under Section 430(j) of the Code with respect to any Pension Plan   or any failure by any Pension Plan to satisfy the minimum funding standards   (within the meaning of Section 412 of the Code or Section 302 of ERISA)   applicable to such Pension Plan, whether or not waived; (v) a determination   that any Pension Plan is in “at risk” status (within the meaning of Section   430 of the Code or Section 303 of ERISA); (vi) the filing pursuant to Section   412(c) of the Code or Section 302(c) of ERISA of an application for a waiver   of the minimum funding standard with respect to any Pension Plan; (vii) the   termination of, or the appointment of a trustee to administer, any Pension   Plan under Section 4042 of ERISA or the incurrence by any Credit Party or any   of its ERISA Affiliates of any liability under Title IV of ERISA with respect   to the termination of any Pension Plan (other than for PBGC premiums due but   not delinquent under Section 4007 of ERISA), including but not limited to the   imposition of any Lien in favor of the PBGC or any Pension Plan; (viii) the   receipt by any Credit Party or any of its ERISA Affiliates from the PBGC or a   plan administrator of any notice to terminate any Pension Plan under Section   4041 of ERISA or to appoint a trustee to administer any Pension Plan under   Section 4042 of ERISA; (ix) the failure by any Credit Party or any of its   ERISA Affiliates to make any required contribution to a Multiemployer Plan;   (x) the incurrence by any Credit Party or any of its ERISA Affiliates of any   liability with respect to the withdrawal from any Pension Plan subject to   Section 4063 of ERISA during a plan year in which it was a “substantial   employer” (within the meaning of Section 4001(a)(2) of ERISA), or a cessation   of operations that is treated as such a withdrawal under Section 4062(e) of   ERISA, or the complete or partial withdrawal (within the meaning of Section   4203 or 4205 of ERISA) from any Multiemployer Plan; (xi) the receipt by any   Credit Party or any of its ERISA Affiliates of any notice concerning the   imposition of Withdrawal Liability or a determination that a Multiemployer   Plan is, or is expected to be, Insolvent, in “endangered” or “critical”   status (within the meaning of Section 432 of the Code or Section 305 of   ERISA), or terminated (within the meaning of Section 4041A of ERISA); or   (xii) the failure by any Credit Party or any of its ERISA Affiliates to pay   when due (after expiration of any applicable grace period) any installment   payment with respect to Withdrawal Liability under Section 4201 of ERISA. “EU   Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule   published by the Loan Market Association (or any successor person), as in effect   from time to time. “Event of Default” shall have the meaning provided in   Section 11. “Excess Cash Flow” shall mean, for any period, an amount equal to   the excess of: (i) the sum, without duplication (in each case, for the   Borrower and the Restricted Subsidiaries on a consolidated basis), of: (a)   Consolidated Net Income for such period, (b) an amount equal to the amount of   all non-cash charges to the extent deducted in arriving at such Consolidated   Net Income and cash receipts to the extent excluded in arriving at such   Consolidated Net Income, (c) decreases in Consolidated Working Capital for   such period (other than (1) reclassification of items from short-term to   long-term or vice versa and (2) any such decreases arising from acquisitions   or Asset Sales by the Borrower and the Restricted Subsidiaries completed   during such period or the application of purchase accounting), #89847286v15 


    




 










(d) an amount   equal to the aggregate net non-cash loss on Asset Sales by the Borrower and   the Restricted Subsidiaries during such period (other than Asset Sales in the   ordinary course of business) to the extent deducted in arriving at such   Consolidated Net Income, (e) cash receipts in respect of Hedge Agreements   during such period to the extent not otherwise included in Consolidated Net   Income, and (f) increases in current and non-current deferred revenue to the   extent deducted or not included in arriving at such Consolidated Net Income;   over (ii) the sum, without duplication, of: (a) an amount equal to the amount   of all non-cash credits included in arriving at such Consolidated Net Income,   cash charges to the extent excluded in arriving at such Consolidated Net   Income, and Transaction Expenses to the extent not deducted in arriving at   such Consolidated Net Income and paid in cash during such period, (b) without   duplication of amounts deducted pursuant to clause (k) below in prior   periods, the amount of Capital Expenditures or acquisitions of Intellectual   Property accrued or made in cash during such period, except to the extent   that such Capital Expenditures or acquisitions were financed with the   proceeds of long-term Indebtedness of the Borrower or the Restricted   Subsidiaries (unless such Indebtedness has been repaid other than with the   proceeds of long-term indebtedness) other than intercompany loans, (c) the   aggregate amount of all principal payments of Indebtedness of the Borrower   and the Restricted Subsidiaries (including (1) the principal component of   payments in respect of Capitalized Lease Obligations, (2) the amount of any   scheduled repayment of Term Loans pursuant to Section 2.5, and (3) the amount   of a mandatory prepayment of Term Loans pursuant to Section 5.2(a) to the   extent required due to an Asset Sale that resulted in an increase to Consolidated   Net Income and not in excess of the amount of such increase but excluding (A)   all other prepayments of Term Loans and (B) all prepayments of Revolving   Loans (and any other revolving loans (unless there is an equivalent permanent   reduction in commitments thereunder)) made during such period, except to the   extent financed with the proceeds of other long-term Indebtedness of the   Borrower or the Restricted Subsidiaries, (d)an amount equal to the aggregate   net non-cash gain on Asset Sales by the Borrower and the Restricted   Subsidiaries during such period (other than Asset Sales in the ordinary   course of business) to the extent included in arriving at such Consolidated   Net Income, (e) increases in Consolidated Working Capital for such period   (other than (1) reclassification of items from short-term to long-term or   vice versa and (2) any such increases arising from acquisitions or Asset   Sales by the Borrower and the Restricted Subsidiaries completed during such   period or the application of purchase accounting), (f) payments in cash by   the Borrower and the Restricted Subsidiaries during such period in respect of   any purchase price holdbacks, earn-out obligations, and long-term liabilities   of the Borrower and the Restricted Subsidiaries other than Indebtedness, to   the extent not already deducted from Consolidated Net Income, #89847286v15 


    




 










(g)without   duplication of amounts deducted pursuant to clause (k) below in prior fiscal   periods, the aggregate amount of cash consideration paid by the Borrower and   the Restricted Subsidiaries (on a consolidated basis) in connection with   Investments (including acquisitions (but excluding Investments of the type   described in clauses (a) and (b) of Section 10.6) made during such period to   the extent that such Investments were not financed with the proceeds received   from (1) the issuance or incurrence of long-term Indebtedness or (2) the   issuance of Capital Stock, (h) [reserved], (i) the aggregate amount of   expenditures actually made by the Borrower and the Restricted Subsidiaries in   cash during such period (including expenditures for the payment of financing   fees) to the extent that such expenditures are not expensed during such   period and are not deducted in calculating Consolidated Net Income, (j) the   aggregate amount of any premium, make-whole, or penalty payments actually   paid in cash by the Borrower and the Restricted Subsidiaries during such   period that are made in connection with any prepayment of Indebtedness to the   extent that such payments are not deducted in calculating Consolidated Net   Income, (k) without duplication of amounts deducted from Excess Cash Flow in   other periods, the aggregate consideration required to be paid in cash by the   Borrower or any of its Restricted Subsidiaries pursuant to binding contracts   entered into prior to or during such period or planned cash expenditures by   the Borrower or any of the Restricted Subsidiaries, in an aggregate amount   not to exceed $25.0 million (the “Planned Expenditures”) relating to   Permitted Acquisitions (or Investments similar to those made for Permitted   Acquisitions), Capital Expenditures, or acquisitions of Intellectual Property   to be consummated or made during the period of four consecutive fiscal   quarters of the Borrower following the end of such period (except to the   extent financed with any of the proceeds received from (A) the issuance or   incurrence of long-term Indebtedness or (B) the issuance of Equity   Interests); provided that to the extent that the aggregate amount of cash   actually utilized to finance such Permitted Acquisitions (or Investments   similar to those made for Permitted Acquisitions), Capital Expenditures, or   acquisitions of Intellectual Property during such following period of four   consecutive fiscal quarters is less than the Contract Consideration and   Planned Expenditures, the amount of such shortfall shall be added to the   calculation of Excess Cash Flow, at the end of such period of four   consecutive fiscal quarters; provided, further that any amounts deducted   under this clause (k) shall be first deducted from the portion of Excess Cash   Flow that was not required to be applied as a mandatory prepayment under   Section 5.2(a)(11), and only the excess above such amount shall be deducted   from the applicable mandatory prepayment, (l) the amount of taxes (including   penalties and interest) paid in cash or tax reserves set aside or payable   (without duplication) in such period to the extent they exceed the amount of   tax expense deducted in determining Consolidated Net Income for such period,   (m) cash expenditures in respect of Hedge Agreements during such period to   the extent not deducted in arriving at such Consolidated Net Income, and (n)   decreases in current and non-current deferred revenue to the extent included   or not deducted in arriving at such Consolidated Net Income. #89847286v15 


    




 










“Excluded   Property” shall have the meaning set forth in the Security Agreement.   “Excluded Stock and Stock Equivalents” shall mean (i) any Capital Stock or   Stock Equivalents with respect to which, in the reasonable judgment of the   Administrative Agent and the Borrower (as agreed to in writing), the cost or   other consequences of pledging such Capital Stock or Stock Equivalents in   favor of the Secured Parties under the Security Documents shall be excessive   in view of the benefits to be obtained by the Lenders therefrom, (ii) solely   in the case of any pledge of Voting Stock of any CFC or CFC Holding Company,   any Capital Stock in excess of 66% of the outstanding Voting Stock and 100%   of the Non-Voting Stock of such CFC or CFC Holding Company, (iii) any Capital   Stock of any direct or indirect Subsidiary of a CFC or CFC Holding Company;   (iv) any Capital Stock or Stock Equivalents to the extent the pledge thereof   would violate any applicable Requirements of Law after giving effect to the   applicable provisions of the Uniform Commercial Code or other applicable law   (including any legally effective requirement to obtain the consent of any   Governmental Authority unless such consent has been obtained), (v) in the   case of (A) any Capital Stock or Stock Equivalents of any Subsidiary to the   extent such Capital Stock or Stock Equivalents are subject to a Lien   permitted by clause (ix) of the definition of Permitted Lien or (B) any   Capital Stock or Stock Equivalents of any Subsidiary that is not Wholly-Owned   by the Borrower and its Subsidiaries at the time such Subsidiary becomes a   Subsidiary, any Capital Stock or Stock Equivalents of each such Subsidiary   described in clause (A) or (B) to the extent (I) that a pledge thereof to   secure the Obligations is prohibited by any applicable Contractual   Requirement (other than customary non-assignment provisions which are   ineffective under the Uniform Commercial Code or other applicable law and   other than proceeds thereof the assignment of which is expressly deemed   effective under the Uniform Commercial Code or other applicable law   notwithstanding such prohibition or restriction), (II) any Contractual   Requirement prohibits such a pledge without the consent of any other party;   provided that this clause (II) shall not apply if (x) such other party is a   Credit Party or Wholly-Owned Subsidiary or (y) consent has been obtained to   consummate such pledge (it being understood that the foregoing shall not be   deemed to obligate the Borrower or any Subsidiary to obtain any such consent)   and for so long as such Contractual Requirement or replacement or renewal   thereof is in effect, or (III) a pledge thereof to secure the Obligations   would give any other party (other than a Credit Party or Wholly-Owned   Subsidiary) to any contract, agreement, instrument, or indenture governing   such Capital Stock or Stock Equivalents the right to terminate its   obligations thereunder (other than customary non-assignment provisions which   are ineffective under the Uniform Commercial Code or other applicable law and   other than proceeds thereof the assignment of which is expressly deemed   effective under the Uniform Commercial Code or other applicable law   notwithstanding such prohibition or restriction), (vi) any Capital Stock or   Stock Equivalents of any Subsidiary to the extent that the pledge of such   Capital Stock or Stock Equivalents would result in materially adverse tax   consequences to the Borrower or any Subsidiary as reasonably determined by   the Borrower in consultation with the Administrative Agent, (vii) any Capital   Stock or Stock Equivalents that are margin stock, and (viii) any Capital   Stock and Stock Equivalents of any Subsidiary that is not a Material   Subsidiary, a captive insurance Subsidiary, an SPV or any special purpose   entity. “Excluded Subsidiary” shall mean (i) each Subsidiary, in each case,   for so long as any such Subsidiary does not (on (x) a consolidated basis with   its Restricted Subsidiaries, if determined on the Closing Date by reference   to the Pro Forma Financial Statements or (y) a consolidated basis with its Restricted   Subsidiaries, if determined after the Closing Date by reference to the   financial statements delivered to the Administrative Agent pursuant to   Section 9.1(a) and (b)) constitute a Material Subsidiary, (ii) (after   December 31, 2018, solely to the extent that the consent of a third party   that is not an Affiliate of the Borrower is required in order for such   Subsidiary to be a Guarantor and, after use of commercially reasonable   efforts, such consent is not obtained) each Subsidiary that is not a Wholly-Owned   Subsidiary on any date such Subsidiary would otherwise be required to become   a Guarantor pursuant to the requirements of Section 9.11 (for so long as such   Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any CFC   Holding Company, (iv) any direct or indirect Subsidiary of a Foreign   #89847286v15 


    




 










Subsidiary that   is a CFC, (v) any Foreign Subsidiary, (vi) prior to December 31, 2018, each   Subsidiary that is prohibited by any applicable permitted Contractual Requirement   (with respect to any such Contractual Obligation, only to the extent existing   on the Closing Date or on the date such Subsidiary becomes a direct or   indirect Subsidiary of the Borrower and not incurred in contemplation   thereof) or Requirements of Law from guaranteeing or granting Liens to secure   the Obligations at the time such Subsidiary becomes a Restricted Subsidiary   (and for so long as such restriction or any replacement or renewal thereof is   in effect), (vii) prior to December 31, 2018, each Subsidiary with respect to   which, as reaosnably determined by the Borrower, the consequence of providing   a Guarantee of the Obligations would adversely affect the ability of the   Borrower and its Subsidiaries to satisfy applicable Requirements of Law,   (viii) each Subsidiary with respect to which, as reasonably determined by the   Borrower in consultation with the Administrative Agent, providing such a   Guarantee would result in material adverse tax consequences to the Borrower   or one of its Subsidiaries, (ix) any other Subsidiary with respect to which,   in the reasonable judgment of the Administrative Agent and the Borrower, as   agreed in writing, the cost or other consequences of providing a Guarantee of   the Obligations shall be excessive in view of the benefits to be obtained by   the Lenders therefrom, (x) [reserved], (xi) [reserved], (xii) each other   Subsidiary acquired pursuant to a Permitted Acquisition or other Investment   permitted hereunder and financed with assumed secured Indebtedness permitted   to be incurred hereunder as assumed Indebtedness (and not incurred in   contemplation of such Permitted Acquisition), and each Restricted Subsidiary   acquired in such Permitted Acquisition or other Investment permitted   hereunder that guarantees such Indebtedness, in each case to the extent that,   and for so long as, the documentation relating to such Indebtedness to which   such Subsidiary is a party prohibits such Subsidiary from guaranteeing the   Obligations and such prohibition was not created in contemplation of such   Permitted Acquisition or other Investment permitted hereunder and (xiii)   prior to December 31, 2018, each SPV or not-for-profit Subsidiary. “Excluded   Swap Obligation” shall mean, with respect to any Credit Party, (a) any Swap   Obligation if, and to the extent that, all or a portion of the Obligations of   such Credit Party of, or the grant by such Credit Party of a security   interest to secure, such Swap Obligation (or any Obligations thereof) is or   becomes illegal or unlawful under the Commodity Exchange Act or any rule,   regulation, or order of the Commodity Futures Trading Commission (or the   application or official interpretation of any thereof) or (b) any other Swap   Obligation designated as an “Excluded Swap Obligation” of such Guarantor as   specified in any agreement between the relevant Credit Parties and Hedge Bank   applicable to such Swap Obligation. If a Swap Obligation arises under a   master agreement governing more than one swap, such exclusion shall apply   only to the portion of such Swap Obligation that is attributable to swaps for   which such Obligation or security interest is or becomes illegal or unlawful.   “Excluded Taxes” shall mean, with respect to the Administrative Agent, any   Lender, or any other recipient of any payment to be made by or on account of   any obligation of any Credit Party hereunder or under any other Credit   Document, (i) Taxes imposed on or measured by its overall net income, net   profits, or branch profits (however denominated, and including (for the   avoidance of doubt) any backup withholding in respect thereof under Section   3406 of the Code or any similar provision of state, local, or foreign law),   and franchise (and similar) Taxes imposed on it (in lieu of net income   Taxes), in each case by a jurisdiction (including any political subdivision thereof)   as a result of such recipient being organized in, having its principal office   in, or in the case of any Lender, having its applicable lending office in,   such jurisdiction, or as a result of any other present or former connection   with such jurisdiction (other than any such connection arising solely 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   Credit Document, or sold or assigned an interest in any Loan or Credit   Document), (ii) any U.S. federal withholding Tax imposed on any payment by or   on account of any obligation of any Credit Party hereunder or under any Credit   Document that is required to be imposed on amounts payable to or for the   account of a Lender pursuant to laws in force on the date on which (A) such   Lender acquires such interest in the Loan or #89847286v15 


    




 










Commitment   (other than pursuant to an assignment request by the Borrower under Section   13.7) or (B) such Lender changes its lending office, except in each case to   the extent that, pursuant to Section 5.4, amounts with respect to such Taxes   were payable either to such Lender’s assignor immediately before such Lender   acquired the applicable interest in a Loan or Commitment or to such Lender   immediately before it changed its lending office, (iii) any Taxes   attributable to a recipient’s failure to comply with Section 5.4(e), or (iv)   any withholding Tax imposed under FATCA. “Existing Class” shall mean any   Existing Term Loan Class and any Existing Revolving Credit Class. “Existing   Debt Facilities” shall mean: (i) that certain Amended and Restated Credit   Agreement, dated as of July 7, 2016, by and among the Borrower, the lenders   from time to time party thereto and Wells Fargo Bank, National Association,   as agent; (ii) that certain Credit Agreement, dated as of February 24, 2014,   by and among Intralinks, Inc., as borrower, the guarantors from time to time   party thereto, the lenders from time to time party thereto and JPMorgan Chase   Bank, N.A., as agent; and (iii) that certain Credit Agreement, dated as of   February 24, 2014, as amended, by and among Intralinks, Inc., as borrower,   the guarantors from time to time party thereto and JPMorgan Chase Bank, N.A.,   as lender. “Existing Revolving Credit Class” shall have the meaning provided   in Section 2.14(g)(ii). “Existing Revolving Credit Commitment” shall have the   meaning provided in Section 2.14(g)(ii). “Existing Revolving Credit Loans”   shall have the meaning provided in Section 2.14(g)(ii). “Existing Term Loan   Class” shall have the meaning provided in Section 2.14(g)(i). “Expiring   Credit Commitment” shall have the meaning provided in Section 2.1(f).   “Extended Repayment Date” shall have the meaning provided in Section 2.5(c).   “Extended Revolving Credit Commitments” shall have the meaning provided in   Section 2.14(g)(ii). “Extended Revolving Credit Loans” shall have the meaning   provided in Section 2.14(g)(ii). “Extended Revolving Loan Maturity Date”   shall mean the date on which any tranche Extended Revolving Credit Loans   matures. of “Extended Term Loan Repayment Amount” shall have the meaning   provided Section 2.5(c). in “Extended Term Loans” shall have the meaning   provided in Section 2.14(g)(i). “Extending Lender” shall have the meaning   provided in Section 2.14(g)(iii). “Extension Amendment” shall have the   meaning provided in Section 2.14(g)(iv). “Extension Date” shall have the   meaning provided in Section 2.14(g)(v). “Extension Election” shall have the   meaning provided in Section 2.14(g)(iii). #89847286v15 


    




 









 



“Extension   Request” shall mean a Term Loan Extension Request. “Extension Series” shall   mean all Extended Term Loans and Extended Revolving Credit Commitments that   are established pursuant to the same Extension Amendment (or any subsequent   Extension Amendment to the extent such Extension Amendment expressly provides   that the Extended Term Loans or Extended Revolving Credit Commitments, as   applicable, provided for therein are intended to be a part of any previously   established Extension Series) and that provide for the same interest margins,   extension fees, and amortization schedule. “Facility” means any Term Loan   Facility or Revolving Credit Facility, as the context may require. “Fair   Market Value” shall mean with respect to any asset or group of assets on any   date of determination, the value of the consideration obtainable in a sale of   such asset at such date of determination assuming a sale by a willing seller   to a willing purchaser dealing at arm’s length and arranged in an orderly   manner over a reasonable period of time having regard to the nature and   characteristics of such asset, as determined by the board of directors of the   Borrower. “FATCA” shall mean Sections 1471 through 1474 of the Code, as of   the date of this Agreement (or any amended or successor version that is   substantively comparable and not materially more onerous to comply with), any   current or future regulations or official interpretations thereof, any   agreements entered into pursuant to Section 1471(b)(1) of the Code as of the   date of this Agreement (or any amended or successor version described above),   any intergovernmental agreements (or related legislation or official   administrative rules or practices) implementing the foregoing, and any laws,   fiscal or regulatory legislation, rules, guidance notes and practices adopted   by a non-U.S. jurisdiction to effect any such intergovernmental agreement.   “Federal Funds Effective Rate” shall mean, for any day, the weighted average   of the per annum rates on overnight federal funds transactions with members   of the Federal Reserve System arranged by federal funds brokers on such day,   as published on the next succeeding Business Day by the Federal Reserve Bank   of New York; provided that (i) if such day is not a Business Day, the Federal   Funds Effective Rate for such day shall be such rate on such transactions on   the next preceding Business Day as so published on the next succeeding   Business Day, and (ii) if no such rate is so published on such next   succeeding Business Day, the Federal Funds Effective Rate for such day shall   be the average rate charged to the Administrative Agent on such day on such   transactions as determined by the Administrative Agent. If the Federal Funds   Effective Rate would otherwise be negative, it shall be deemed to be 0.00%.   “Fee Letters” shall mean (i) that certain Amended and Restated Fee Letter   dated as of January 4, 2017 by and among Goldman Sachs Bank USA, Credit   Suisse AG, Credit Suisse Securities (USA) LLC, Bank of America, N.A., Merrill   Lynch, Pierce, Fenner & Smith Incorporated, Keybank National Association,   Keybanc Capital Markets Inc., Wells Fargo Bank, N.A., Wells Fargo Securities,   LLC and the Borrower and (ii) that certain Administrative Agent Fee Letter   dated as of January 19, 2017 by and among the Administrative Agent and the   Borrower, in each case as amended, amended and restated, supplemented and/or   replaced from time to time. “Fees” shall mean all amounts payable pursuant   to, or referred to in, Section 4.1. “First Lien Intercreditor Agreement”   shall mean an Intercreditor Agreement substantially in the form of Exhibit   H-1 (with such changes to such form as may be reasonably acceptable to the   Administrative Agent and the Borrower) among the Administrative Agent, the   Collateral Agent, and the #89847286v15 


    




 










representatives   for purposes thereof for holders of one or more classes of First Lien   Obligations (other than the Obligations). “First Lien Obligations” shall mean   the Obligations. “First Lien Secured Leverage Test” shall mean, as of any   date of determination, with respect to the last day of the most recently   ended Test Period, the Consolidated First Lien Secured Debt to Consolidated   EBITDA Ratio shall be no greater than 3.00 to 1.00. “Fixed Charges” shall   mean, with respect to any Person for any period, the sum of: (i) Consolidated   Interest Expense of such Person and its Restricted Subsidiaries on a   consolidated basis for such period, (ii) all cash dividend payments   (excluding items eliminated in consolidation) on any series of preferred   stock of such Person made during such period, and (iii) all cash dividend   payments (excluding items eliminated in consolidation) on any series of   Disqualified Stock made during such period. “Foreign Benefit Arrangement”   shall mean any employee benefit arrangement mandated by non-U.S. law that is   maintained or contributed to by any Credit Party or any of its Subsidiaries.   “Foreign Plan” shall mean each “employee benefit plan” (within the meaning of   Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject   to U.S. law and is maintained or contributed to by any Credit Party or any of   its Subsidiaries. “Foreign Plan Event” shall mean, with respect to any   Foreign Plan or Foreign Benefit Arrangement, (i) the failure to make or, if   applicable, accrue in accordance with normal accounting practices, any   employer or employee contributions required by applicable law or by the terms   of such Foreign Plan or Foreign Benefit Arrangement; (ii) the failure to   register or loss of good standing (if applicable) with applicable regulatory   authorities of any such Foreign Plan or Foreign Benefit Arrangement required   to be registered; or (iii) the failure of any Foreign Plan or Foreign Benefit   Arrangement to comply with any provisions of applicable law and regulations   or with the terms of such Foreign Plan or Foreign Benefit Arrangement.   “Foreign Subsidiary” shall mean each Subsidiary of the Borrower that is not a   Domestic Subsidiary. “Fronting Exposure” shall mean, at any time there is a   Defaulting Lender, (a) with respect to a Letter of Credit Issuer, such   Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding   L/C Obligations other than L/C Obligations 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 Credit #89847286v15 


    




 










Commitment   Percentage of Swingline Loans as to which such Defaulting Lender’s participation   obligation has been reallocated to other Lenders or Cash Collateralized in   accordance with the terms hereof. “Fronting Fee” shall have the meaning   provided in Section 4.1(d). “Fund” shall mean any Person (other than a   natural Person) that is engaged or advises funds or other investment vehicles   that are engaged in making, purchasing, holding, or investing in commercial   loans and similar extensions of credit in the ordinary course. “Funded Debt”   shall mean all Indebtedness of the Borrower and the Restricted Subsidiaries   for borrowed money that matures more than one year from the date of its   creation or matures within one year from such date that is renewable or   extendable, at the option of the Borrower or any Restricted Subsidiary, to a   date more than one year from the date of its creation 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 amounts of such Funded Debt required to be paid or prepaid within one   year from the date of its creation), and, in the case of the Credit Parties,   Indebtedness in respect of the Loans. “GAAP” shall mean generally accepted   accounting principles in the United States, as in effect from time to time;   provided, however, that if the Borrower notifies the Administrative Agent   that the Borrower requests an amendment to any provision hereof to eliminate   the effect of any change occurring after the Closing Date in GAAP or in the   application thereof on the operation of such provision, regardless of whether   any such notice is given before or after such change in GAAP or in the   application thereof, then such provision shall be interpreted on the basis of   GAAP as in effect and applied immediately before such change shall have   become effective until such notice shall have been withdrawn or such   provision amended in accordance herewith. Notwithstanding any other provision   contained herein, the amount of any Indebtedness under GAAP with respect to   Capitalized Lease Obligations shall be determined in accordance with the   definition of Capitalized Lease Obligations. “Governmental Authority” shall   mean any nation, sovereign, or government, any state, province, territory, or   other political subdivision thereof, and any entity or authority exercising   executive, legislative, judicial, taxing, regulatory, or administrative   functions of or pertaining to government, including a central bank or stock   exchange (including any supranational body exercising such powers or functions,   such as the European Union or the European Central Bank). “Granting Lender”   shall have the meaning provided in Section 13.6(g). “Guarantee” shall mean   (i) the Guarantee made by each Guarantor in favor of the Collateral Agent for   the benefit of the Secured Parties, substantially in the form of Exhibit B,   and (ii) any other guarantee of the Obligations made by a Restricted   Subsidiary in form and substance reasonably acceptable to the Administrative   Agent. “guarantee obligations” shall mean, as to any Person, any obligation   of such Person guaranteeing or intended to guarantee any Indebtedness of any   primary obligor in any manner, whether directly or indirectly, including any   obligation of such Person, whether or not contingent, (i) to purchase any such   Indebtedness or any property constituting direct or indirect security   therefor, (ii) to advance or supply funds (a) for the purchase or payment of   any such Indebtedness or (b) to maintain working capital or equity capital of   the primary obligor or otherwise to maintain the net worth or solvency of the   primary obligor, (iii) to purchase property, securities, or services   primarily for the purpose of assuring the owner #89847286v15 


    




 










of any such   Indebtedness of the ability of the primary obligor to make payment of such   Indebtedness, or (iv) otherwise to assure or hold harmless the owner of such   Indebtedness against loss in respect thereof; provided, however, that the   term guarantee obligations shall not include endorsements of instruments for   deposit or collection in the ordinary course of business or customary and   reasonable indemnity obligations or product warranties in effect on the   Closing Date or entered into in connection with any acquisition or   disposition of assets permitted under this Agreement (other than such   obligations with respect to Indebtedness). The amount of any guarantee   obligation shall be deemed to be an amount equal to the stated or   determinable amount of the Indebtedness in respect of which such guarantee   obligation is made or, if not stated or determinable, the maximum reasonably   anticipated liability in respect thereof (assuming such Person is required to   perform thereunder) as determined by such Person in good faith. “Guarantors”   shall mean (i) each Subsidiary of the Borrower that is party to the Guarantee   on the Closing Date and (ii) each Subsidiary of the Borrower that becomes a   party to the Guarantee after the Closing Date pursuant to Section 9.11 or   otherwise; provided that in no event shall any Excluded Subsidiary be   required to be a Guarantor (unless such Subsidiary is no longer an Excluded   Subsidiary). “Hazardous Materials” shall mean (i) any petroleum or petroleum   products, radioactive materials, friable asbestos, polychlorinated biphenyls,   and radon gas; (ii) any chemicals, materials, or substances defined as or   included in the definition of “hazardous substances,” “hazardous waste,”   “hazardous materials,” “extremely hazardous waste,” “restricted hazardous   waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or   “pollutants,” or words of similar import, under any Environmental Law; and   (iii) any other chemical, material, or substance, which is prohibited,   limited, or regulated due to its dangerous or deleterious properties or   characteristics, by any Environmental Law. “Hedge Agreements” shall mean (i)   any and all rate swap transactions, basis swaps, credit derivative   transactions, forward rate transactions, commodity swaps, commodity options,   forward commodity contracts, equity or equity index swaps or options, bond or   bond price or bond index swaps or options or forward bond or forward bond   price or forward bond index transactions, interest rate options, forward   foreign exchange transactions, cap transactions, floor transactions, collar   transactions, currency swap transactions, cross-currency rate swap   transactions, currency options, spot contracts, or any other similar   transactions or any combination of any of the foregoing (including any   options to enter into any of the foregoing), whether or not any such   transaction is governed by or subject to any master agreement, and (ii) any   and all transactions of any kind, and the related confirmations, which are   subject to the terms and conditions of, or governed by, any form of master   agreement published by the International Swaps and Derivatives Association,   Inc., any International Foreign Exchange Master Agreement, or any other   master agreement (any such master agreement, together with any related   schedules, a “Master Agreement”), including any such obligations or   liabilities under any Master Agreement. “Hedge Bank” shall mean (a) any   Person that, at the time it enters into a Hedge Agreement with the Borrower   or any Restricted Subsidiary, is a Lender, an Agent or an Affiliate of a   Lender or an Agent and (b) with respect to any Hedge Agreement entered into   prior to the Closing Date, any Person that is a Lender or an Agent or an   Affiliate of a Lender or an Agent on the Closing Date. “Hedging Obligations”   shall mean, with respect to any Person, the obligations of such Person under   any Hedge Agreements. “Houlihan Lokey” shall mean Houlihan Lokey Capital,   Inc. “Impacted Loans” shall have the meaning provided in Section 2.10(a).   “Increased Amount Date” shall mean, with respect to any New Loan Commitments,   the date on #89847286v15 


    




 










which such New   Loan Commitments shall be effective. #89847286v15 


    




 










“Incremental   Loans” shall have the meaning provided in Section 2.14(c). “Incremental   Revolving Credit Commitments” shall have the meaning provided in Section   2.14(a). “Incremental Revolving Credit Loans” shall have the meaning provided   in Section 2.14(b). “Incremental Revolving Credit Maturity Date” shall mean   the date on which any tranche of Revolving Credit Loans made pursuant to the   Lenders’ Incremental Revolving Credit Commitments matures. “Incremental   Revolving Loan Lender” shall have the meaning provided in Section 2.14(b).   “incur” shall have the meaning provided in Section 10.1. “Indebtedness” shall   mean, with respect to any Person, (i) any indebtedness (including principal   and premium) of such Person, whether or not contingent (a) in respect of borrowed   money, (b) evidenced by bonds, notes, debentures, or similar instruments or   letters of credit or bankers’ acceptances (or, without double counting,   reimbursement agreements in respect thereof), (c) representing the balance   deferred and unpaid of the purchase price of any property (including   Capitalized Lease Obligations), or (d) representing any Hedging Obligations,   if and to the extent that any of the foregoing Indebtedness (other than   letters of credit and Hedging Obligations) would appear as a net liability   upon a balance sheet (excluding the footnotes thereto) of such Person   prepared in accordance with GAAP, (ii) to the extent not otherwise included,   any obligation by such Person to be liable for, or to pay, as obligor,   guarantor or otherwise, on the obligations of the type referred to in clause   (i) of another Person (whether or not such items would appear upon the   balance sheet of such obligor or guarantor), other than by endorsement of   negotiable instruments for collection in the ordinary course of business,   (iii) to the extent not otherwise included, all obligations of such Person in   respect of Disqualified Stock and (iv) to the extent not otherwise included,   the obligations of the type referred to in clause (i) of another Person   secured by a Lien on any asset owned by such Person, whether or not such   Indebtedness is assumed by such Person; provided that notwithstanding the   foregoing, Indebtedness shall be deemed not to include (1) Contingent   Obligations incurred in the ordinary course of business, (2) obligations   under or in respect of Receivables Facilities, (3) prepaid or deferred   revenue arising in the ordinary course of business, (4) purchase price   holdbacks arising in the ordinary course of business in respect of a portion   of the purchase price of an asset to satisfy warrants or other unperformed   obligations of the seller of such asset, (5) any balance that constitutes a   trade payable or similar obligation to a trade creditor, accrued in the   ordinary course of business, or (6) any earn-out obligation until such   obligation is reflected as a liability on the balance sheet of such Person in   accordance with GAAP. The amount of Indebtedness of any Person for purposes   of clause (iv) above shall (unless such Indebtedness has been assumed by such   Person) be deemed to be equal to the lesser of (x) the aggregate unpaid   amount of such Indebtedness and (y) the Fair Market Value of the property   encumbered thereby as determined by such Person in good faith. For all   purposes hereof, the Indebtedness of the Borrower and the Restricted   Subsidiaries, shall exclude all intercompany Indebtedness having a term not   exceeding 365 days (inclusive of any roll-over or extensions of terms) and   made in the ordinary course of business consistent with past practice.   “Indemnified Liabilities” shall have the meaning provided in Section 13.5.   “Indemnified Person” shall have the meaning provided in Section 13.5.   #89847286v15 


    




 










“Indemnified   Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with   respect to any payment made by or on account of any obligation of any Credit   Party under any Loan Document and (b) to the extent not otherwise described   in clause (a) above, Other Taxes. “Initial Period End Date” shall mean the   later of (a) December 15, 2017 and (b) in the event that, prior to December   15, 2017, the Borrower has publicly announced an End Date Transaction, then   the date after December 15, 2017 when either such End Date Transaction is   consummated or the Borrower or its counterparty publicly discloses that the   Borrower or such counterparty will no longer pursue such End Date   Transaction, or that such End Date Transaction cannot or will not be   consummated for any reason. “Initial Term Loan” shall have the meaning   provided in Section 2.1(a). “Initial Term Loan Commitment” shall mean, in the   case of each Lender that is a Lender on the Closing Date, the amount set   forth opposite such Lender’s name on Schedule 1.1(a) as such Lender’s Initial   Term Loan Commitment. The aggregate amount of the Initial Term Loan   Commitments as of the Closing Date is $900,000,000. “Initial Term Loan   Lender” shall mean a Lender with an Initial Term Loan Commitment or an   outstanding Initial Term Loan. “Initial Term Loan Maturity Date” shall mean   January 19, 2024 or, if such date is not a Business Day, the immediately   preceding Business Day. “Initial Term Loan Repayment Amount” shall have the   meaning provided in Section 2.5(b). “Initial Term Loan Repayment Date” shall   have the meaning provided in Section 2.5(b). “Insolvent” shall mean, with   respect to any Multiemployer Plan, the condition that such Multiemployer Plan   is “insolvent” within the meaning of Section 4245 of ERISA. “Intellectual   Property” shall mean all intellectual property, including all (i) (a)   patents, inventions, designs, processes and know-how; (b) copyrights and   works of authorship; (c) trademarks, service marks, trade names, brand names,   corporate names, Internet domain names, logos, trade dress, and other source   indicators, and the goodwill of any business symbolized thereby; (d) trade   secrets; and (e) rights in software, data and databases, and (ii) all   registrations and applications for registration of the foregoing. “Interest   Period” shall mean, with respect to any Loan, the interest period applicable   thereto, as determined pursuant to Section 2.9. “Investment” shall mean, with   respect to any Person, all investments by such Person in other Persons   (including Affiliates) in the form of loans (including guarantees), advances,   or capital contributions (excluding accounts receivable, trade credit,   advances to customers, commission, travel, and similar advances to officers   and employees, in each case made in the ordinary course of business),   purchases or other acquisitions for consideration of Indebtedness, Equity   Interests, or other securities issued by any other Person and investments   that are required by GAAP to be classified on the consolidated balance sheet   (excluding the footnotes) of the Borrower in the same manner as the other   investments included in this definition to the extent such transactions   involve the transfer of cash or other property; provided that Investments   shall not include, in the case of the Borrower and the Restricted   Subsidiaries, intercompany loans (including guarantees), advances, or Indebtedness   having a term not exceeding 364 days (inclusive of any roll-over or   extensions of terms) and made in the ordinary course of #89847286v15 


    




 










business. The   amount of any Investment outstanding at any time shall be the original cost   of such Investment, reduced by any dividend, distribution, interest payment,   return of capital, repayment, or other amount received by the Borrower or a   Restricted Subsidiary in respect of such Investment (provided that, with   respect to amounts received other than in the form of Cash Equivalents, such   amount shall be equal to the Fair Market Value of such consideration).   “Investment Grade Rating” shall mean a rating equal to or higher than Baa3   (or the equivalent) by Moody’s and BBB-(or the equivalent) by S&P, or an   equivalent rating by any other rating agency. “Investment Grade Securities”   shall mean: (i) securities issued or directly and fully guaranteed or insured   by the United States government or any agency or instrumentality thereof   (other than Cash Equivalents), (ii) debt securities or debt instruments with   an Investment Grade Rating, but excluding any debt securities or instruments   constituting loans or advances among the Borrower and its Subsidiaries, (iii)   investments in any fund that invest at least 90% in investments of the type   described in clauses (i) and (ii) which fund may also hold immaterial amounts   of cash pending investment or distribution, and (iv) corresponding   instruments in countries other than the United States customarily utilized   for high-quality investments. “ISP” shall mean, with respect to any Letter of   Credit, the “International Standby Practices 1998” as published by the   Institute of International Banking Law & Practice (or such later version   thereof as may be in effect at the time of issuance). “Issuer Documents”   shall mean, with respect to any Letter of Credit, the Letter of Credit   Request and any other document, agreement, and instrument entered into by the   applicable Letter of Credit Issuer and the Borrower (or any other Restricted   Subsidiary) or in favor of the applicable Letter of Credit Issuer and   relating to such Letter of Credit. “Joinder Agreement” shall mean an   agreement substantially in the form of Exhibit A. #89847286v15 


    




 










“Joint Lead   Arrangers and Joint Bookrunners” shall mean Goldman Sachs Bank USA, Credit   Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith   Incorporated, KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC.   “Joint Venture Subsidiaries” means each of SNCR, LLC and Zentry, LLC. “Junior   Debt” shall mean any Indebtedness (other than any permitted intercompany   Indebtedness owing the Borrower or any Restricted Subsidiary) constituting   Subordinated Indebtedness or that is secured by a Lien ranking junior to   Liens securing the Obligations. “Latest Term Loan Maturity Date” shall mean,   at any date of determination, the latest maturity or expiration date   applicable to any Term Loan hereunder at such time, including the latest   maturity or expiration date of any New Term Loan or any Extended Term Loan,   in each case as extended in accordance with this Agreement from time to time.   “L/C Borrowing” shall mean an extension of credit resulting from a drawing   under any Letter of Credit which has not been reimbursed on the date when   made or refinanced as a Borrowing. “L/C Facility Maturity Date” shall mean   the date that is five Business Days prior to the Revolving Credit Maturity   Date; provided that the L/C Facility Maturity Date may be extended beyond such   date with the consent of the applicable Letter of Credit Issuer. “L/C   Obligations” shall mean, as at any date of determination, the aggregate   amount available to be drawn under all outstanding Letters of Credit plus the   aggregate of all Unpaid Drawings, including all L/C Borrowings. For all   purposes of this Agreement, if on any date of determination a Letter of   Credit has expired by its terms but any amount may still be drawn thereunder   by reason of the operation of Rule 3.14 of the International Standby Practices   (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the   amount so remaining available to be drawn. Unless otherwise specified herein,   the amount of a Letter of Credit at any time shall be deemed to be the stated   amount of such Letter of Credit in effect at such time. “L/C Participant”   shall have the meaning provided in Section 3.3(a). “L/C Participation” shall   have the meaning provided in Section 3.3(a). “L/C Sublimit” shall mean up to   $25.0 million in aggregate amount of Letters of Credit that may be issued   under the Revolving Credit Facility. “Lender” shall have the meaning provided   in the preamble to this Agreement. “Lender Default” shall mean (i) the   refusal or failure of any Lender to make available its portion of any incurrence   of Loans, which refusal or failure is not cured within one business day after   the date of such refusal or failure, unless such Lender notifies the   Administrative Agent in writing that such refusal or failure is the result of   such Lender’s good faith determination that one or more conditions precedent   to funding (each of which conditions precedent, together with any applicable   default, shall be specifically identified in writing) has not been satisfied,   (ii) the failure of any Lender to pay over to the #89847286v15 


    




 










Administrative   Agent or any other Lender any other amount required to be paid by it   hereunder within one business day of the date when due, unless the subject of   a good faith dispute, (iii) a Lender has notified, in writing, the Borrower   or the Administrative Agent that it does not intend to comply with its   funding obligations under this Agreement or has made a public statement to   that effect with respect to its funding obligations under this Agreement, or   a Lender has publicly announced that it does not intend to comply with its   funding obligations under other loan agreements, credit agreements or similar   facilities generally, (iv) a Lender has failed to confirm in a manner   reasonably satisfactory to the Administrative Agent that it will comply with   its funding obligations under this Agreement (v) a Distressed Person has   admitted in writing that it is insolvent or such Distressed Person becomes   subject to a Lender-Related Distress Event or (vi) a Lender has become the   subject of a Bail-In Action; provided that no Lender Default shall occur   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 or instrumentality)   to reject, repudiate, disavow or disaffirm any contracts or agreements made   with such Lender. “Lender-Related Distress Event” shall mean, with respect to   any Lender or any other Person that directly or indirectly controls such   Lender (each, a “Distressed Person”), other than via an Undisclosed   Administration, a voluntary or involuntary case with respect to such   Distressed Person under any debt relief law, or a custodian, conservator,   receiver, or similar official is appointed for such Distressed Person or any   substantial part of such Distressed Person’s assets, or such Distressed   Person, or any Person that directly or indirectly controls such Distressed   Person or is subject to a forced liquidation or such Distressed Person makes   a general assignment for the benefit of creditors or is otherwise adjudicated   as, or determined by any governmental authority having regulatory authority   over such Distressed Person to be, insolvent or bankrupt; provided that a   Lender-Related Distress Event shall not be deemed to have occurred solely by   virtue of the ownership or acquisition of any equity interests in any Lender   or any Person that directly or indirectly controls such Lender by a   governmental authority or an instrumentality thereof. “Letter of Credit” shall   mean each letter of credit issued pursuant to Section 3.1, including for the   avoidance of doubt all Letters of Credit existing on the Closing Date and set   forth on Schedule 1.1(c); provided that each of Goldman Sachs Bank USA and   Credit Suisse AG shall only be required to issue standby Letters of Credit   hereunder. “Letter of Credit Commitment” shall mean with respect to each   Letter of Credit Issuer, the amount set forth on Schedule 1.1(b), as may be   reduced from time to time pursuant to Section 3.1. “Letter of Credit   Expiration Date” shall mean the day that is three Business Days prior to the   scheduled Maturity Date then in effect for the Revolving Credit Facility.   “Letter of Credit Exposure” shall mean, with respect to any Lender, at any   time, the sum of (i) the amount of the principal amount of any Unpaid   Drawings in respect of which such Lender has made (or is required to have   made) payments to the Letter of Credit Issuers pursuant to Section 3.4(a) at   such time and (ii) such Lender’s Revolving Credit Commitment Percentage of   the Letters of Credit Outstanding at such time (excluding the portion thereof   consisting of Unpaid Drawings in respect of which the Lenders have made (or   are required to have made) payments to the Letter of Credit Issuers pursuant to   Section 3.4(a)). “Letter of Credit Fee” shall have the meaning provided in   Section 4.1(b). #89847286v15 


    




 










“Letter of   Credit Issuer” shall mean Goldman Sachs Bank USA, Credit Suisse AG, JPMorgan   Chase Bank, N.A., Bank of America, N.A., Keybank National Association and   Wells Fargo Bank, N.A. and/or one of their respective designated Affiliates   or branches and other Lenders reasonably acceptable to the Borrower and the   Administrative Agent which agree to issue Letters of Credit hereunder;   provided that in respect of a Letter of Credit issued pursuant to the terms   of this Agreement, the “Letter of Credit Issuer” shall be the Letter of   Credit Issuer which has issued the Letter of Credit and the relevant   provisions herein and the other Loan Documents shall be construed accordingly   to refer to the applicable Letter of Credit Issuer, as appropriate. Any   Letter of Credit Issuer may, in its discretion, arrange for one or more   Letters of Credit to be issued by one or more Affiliates or branches of such   Letter of Credit Issuer (and such Affiliate shall be deemed to be a “Letter   of Credit Issuer” for all purposes of the Loan Documents). As of the Closing   Date, the respective commitments of each Letter of Credit Issuer are set   forth on Schedule 1.1(b), which commitments may be amended pursuant to   Section 3.1(a). “Letter of Credit Request” shall mean a notice executed and   delivered by the Borrower pursuant to Section 3.2, in form acceptable to the   applicable Letter of Credit Issuer in its reasonable discretion. “Letters of   Credit Outstanding” shall mean, at any time the sum of, without duplication,   (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii)   the aggregate amount of the principal amount of all Unpaid Drawings. “Level I   Status” shall mean, on any date, the circumstance that Level II Status does   not exist. “Level II Status” shall mean, on any date, the circumstance that   the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less   than or equal to 2.50 to 1.00 as of such date. “LIBOR” shall have the meaning   provided in the definition of LIBOR Rate. “LIBOR Loan” shall mean any Loan   bearing interest at a rate determined by reference to the Adjusted LIBOR   Rate. “LIBOR Rate” shall mean, (i) for any Interest Period with respect to a   LIBOR Loan, the rate per annum equal to the offered rate administered by ICE   Benchmark Administration (“LIBOR”) or successor rate, which rate is approved   by the Administrative Agent, on the applicable Reuters screen page (or such   other commercially available source providing such quotations of LIBOR as   designated by the Administrative Agent from time to time) at approximately   11:00 a.m., London time, two Business Days prior to the commencement of such   Interest Period, for Dollar deposits (for delivery on the first day of such   Interest Period) with a term equivalent to such Interest Period, and (ii) for   any interest calculation with respect to an ABR Loan on any date, the rate   per annum equal to LIBOR, at or about 11:00 a.m., London time, determined two   Business Days prior to such date for Dollar deposits with a term of one month   commencing that day; provided that to the extent a comparable or successor   rate is approved by the Administrative Agent in connection herewith, the   approved rate shall be applied in a manner consistent with market practice;   provided, further, that to the extent such market practice is not   administratively feasible for the Administrative Agent, such approved rate   shall be applied in a manner as otherwise reasonably determined by the   Administrative Agent in consultation with the Borrower. “Lien” shall mean   with respect to any asset, any mortgage, lien, pledge, hypothecation, charge,   #89847286v15 


    




 










security   interest, preference, priority, or encumbrance of any kind in respect of such   asset, whether or not filed, recorded or otherwise perfected under applicable   law, including any conditional sale or other title retention agreement, any   lease in the nature thereof, any option or other agreement to sell or give a   security interest in, and any filing of, or agreement to, give any financing   statement under the Uniform Commercial Code (or equivalent statutes) of any   jurisdiction; provided that in no event shall an operating lease or a   non-exclusive license, sub-license or cross-license to Intellectual Property   be deemed to constitute a Lien. “Limited Waiver Default” shall have the   meaning provided in Amendment No. 1. “Loan” shall mean any Revolving Loan,   Swingline Loan, Term Loan or any other loan made by any Lender pursuant to   this Agreement. “Mandatory Borrowing” shall have the meaning provided in   Section 2.1(d). “Master Agreement” shall have the meaning provided in the   definition of the term “Hedge Agreement.” “Material Adverse Effect” shall   mean a circumstance or condition affecting the business, assets, operations,   properties, or financial condition of the Borrower and its Subsidiaries,   taken as a whole, that would, individually or in the aggregate, materially   adversely affect (i) the ability of the Borrower and the other Credit   Parties, taken as a whole, to perform their payment obligations under this   Agreement or any of the other Credit Documents or (ii) the rights and   remedies of the Administrative Agent and the Lenders under the Credit   Documents. “Material Subsidiary” shall mean, at any date of determination,   each Restricted Subsidiary (i) whose total assets at the last day of the Test   Period ending on the last day of the most recent fiscal period for which   Section 9.1 Financials have been delivered were equal to or greater than (x)   5.0% or (y) after December 31, 2018, 1.0%, of the Consolidated Total Assets   of the Borrower and the Restricted Subsidiaries at such date or (ii) whose   revenues during such Test Period were equal to or greater than 1.0% of the consolidated   revenues of the Borrower and the Restricted Subsidiaries for such period, in   each case determined in accordance with GAAP; provided that if, at any time   and from time to time after the Closing Date, Restricted Subsidiaries that   are not Material Subsidiaries (other than Subsidiaries that are Excluded   Subsidiaries by virtue of any of clauses (ii) through (xiii) of the   definition of “Excluded Subsidiary”) have, in the aggregate, (a) total assets   at the last day of such Test Period equal to or greater than (x) 7.5% or (y)   after December 31, 2018, 2.5%, of the Consolidated Total Assets of the   Borrower and the Restricted Subsidiaries at such date or (b) revenues during   such Test Period equal to or greater than (x) 7.5% or (y) after December 31,   2018, 2.5%, of the consolidated revenues of the Borrower and the Restricted   Subsidiaries for such period, in each case determined in accordance with   GAAP, then the Borrower shall, on the date on which financial statements for   such quarter are delivered pursuant to this Agreement, designate in writing   to the Administrative Agent one or more of such Restricted Subsidiaries as   Material Subsidiaries for each fiscal period until this proviso is no longer   applicable. “Maturity Date” shall mean the Revolving Credit Maturity Date,   the Extended Revolving Credit Maturity Date, any Incremental Revolving Loan   Maturity Date, the Initial Term Loan Maturity Date, the New Term Loan   Maturity Date or the maturity date of an Extended Term Loan, as applicable.   #89847286v15 


    




 










“Maximum   Incremental Facilities Amount” shall mean, at any date of determination, (i)   the aggregate amount of voluntary prepayments of Term Loans and, to the   extent accompanied by permanent optional reductions of Revolving Credit Commitments,   Revolving Loans (excluding purchases of the Loans by the Borrower and its   Subsidiaries below par) in each case, other than from proceeds of the   incurrence of long-term Indebtedness, plus (ii) an amount such that, after   giving effect to the incurrence of such amount the Borrower would be in   compliance on a Pro Forma Basis (including any adjustments required by such   definition as a result of a contemplated Permitted Acquisition) with the   First Lien Secured Leverage Test ((I) assuming that all Indebtedness incurred   pursuant to Section 2.14(a) or Section 10.1(v)(i) on such date of   determination would be included in the definition of Consolidated First Lien   Secured Debt, whether or not such Indebtedness would otherwise be so   included, (II) without netting any cash proceeds of such incurrence and (III)   assuming the Incremental Revolving Credit Commitments established at such   time are fully drawn), minus (ii) the sum of (a) the aggregate principal   amount of New Loan Commitments incurred pursuant to Section 2.14(a) prior to   such date and (b) the aggregate principal amountof Permitted Other   Indebtedness issued or incurred (including any unused commitments obtained)   Amount pursuant to Section 10.1(v)(i) prior to such date. “Merger” shall mean   the short-form merger of Merger Sub with and into the Target following the   Tender Offer, pursuant to the Acquisition Agreement. “MFN Protection” shall   have the meaning provided in Section 2.14(d)(iii). “Minimum Borrowing Amount”   shall mean with respect to a Borrowing, $500,000. “Minimum Collateral Amount”   shall mean, at any time, (i) with respect to Cash Collateral consisting of   cash or Cash Equivalents or deposit account balances provided to reduce or   eliminate Fronting Exposure during the existence of a Defaulting Lender, an   amount equal to 103% of the Fronting Exposure of the Letter of Credit Issuer   with respect to Letters of Credit issued and outstanding at such time and   (ii) with respect to Cash Collateral consisting of cash or Cash Equivalents   or deposit account balances provided in accordance with the provisions of   Section 3.8(a)(i), (a)(ii), or (a)(iii), an amount equal to 101% of the   outstanding amount of all L/C Obligations. “Moody’s” shall mean Moody’s   Investors Service, Inc. or any successor by merger or consolidation to its   business. “Mortgage” shall mean a mortgage, deed of trust, deed to secure   debt, trust deed, or other security document entered into by the owner of a   Mortgaged Property and the Collateral Agent for the benefit of the Secured   Parties in respect of that Mortgaged Property to secure the Obligations, in   form and substance reasonably acceptable to the Collateral Agent and the   Borrower, together with such terms and provisions as may be required by local   laws. “Mortgaged Property” shall mean each parcel of real property and   improvements thereto with respect to which a Mortgage is granted pursuant to   Section 9.14. “Multiemployer Plan” shall mean a “multiemployer plan” as   defined in Section 4001(a)(3) of ERISA to which any Credit Party or ERISA   Affiliate makes or is obligated to make contributions, or during the five   preceding calendar years, has made or been obligated to make contributions.   #89847286v15 


    




 










“Net Cash   Proceeds” shall mean, with respect to any Prepayment Event and any incurrence   of Permitted Other Indebtedness, (i) the gross cash proceeds (including   payments from time to time in respect of installment obligations, seller   financing or seller notes, earn-out obligations and other deferred or   contingent consideration, if applicable, but only as and when received)   received by or on behalf of the Borrower or any of its Restricted   Subsidiaries in respect of such Prepayment Event or incurrence of Permitted   Other Indebtedness, as the case may be, less (ii) the sum of: (a) the amount,   if any, of all taxes (including in connection with any repatriation of funds)   paid or estimated to be payable by the Borrower or any of its Restricted   Subsidiaries in connection with such Prepayment Event or incurrence of   Permitted Other Indebtedness, (b) the amount of any reasonable reserve   established in accordance with GAAP against any liabilities (other than any   taxes deducted pursuant to clause (a) above) (1) associated with the assets   that are the subject of such Prepayment Event and (2) retained by the   Borrower or any of the Restricted Subsidiaries; provided that the amount of   any subsequent reduction of such reserve (other than in connection with a   payment in respect of any such liability) shall be deemed to be Net Cash   Proceeds of such a Prepayment Event occurring on the date of such reduction,   (c) the amount of any Indebtedness (other than the Loans and Permitted Other   Indebtedness) secured by a Lien on the assets that are the subject of such   Prepayment Event to the extent that the instrument creating or evidencing   such Indebtedness requires that such Indebtedness be repaid upon consummation   of such Prepayment Event, (d) in the case of any Casualty Event, the amount of   any proceeds of such Casualty Event that the Borrower or any Restricted   Subsidiary has reinvested (or intends to reinvest within the Reinvestment   Period or has entered into a binding commitment prior to the last day of the   Reinvestment Period to reinvest) in the business of the Borrower or any of   the Restricted Subsidiaries; provided that any portion of such proceeds that   has not been so reinvested within such Reinvestment Period (with respect to   such Prepayment Event, the “Deferred Net Cash Proceeds”) shall, unless the   Borrower or a Restricted Subsidiary has entered into a binding commitment   prior to the last day of such Reinvestment Period to reinvest such proceeds   no later than 180 days following the last day of such Reinvestment Period,   (1) be deemed to be Net Cash Proceeds of a Casualty Event occurring on the   last day of such Reinvestment Period or, if later, 180 days after the date   the Borrower or such Restricted Subsidiary has entered into such binding   commitment, as applicable (such last day or 180th day, as applicable, the   “Deferred Net Cash Proceeds Payment Date”), and (2) be applied to the   repayment of Term Loans in accordance with Section 5.2(a)(i); (e) in the case   of any Asset Sale Prepayment Event, Casualty Event, or Permitted Sale   Leaseback by a non-Wholly-Owned Restricted Subsidiary, the pro rata portion   of the Net Cash Proceeds thereof (calculated without regard to this clause   (e)) attributable to non-controlling interests and not available for   distribution to or for the account of the Borrower or a Wholly-Owned   Restricted Subsidiary as a result thereof; (f) in the case of any Asset Sale   Prepayment Event or Permitted Sale Leaseback, any funded escrow established   pursuant to the documents evidencing any such sale or disposition to secure   any indemnification obligations or adjustments to the purchase price   associated with any such sale or disposition; provided that the amount of any   subsequent reduction of such escrow (other than in connection with a payment   in respect of any such liability) shall be deemed to be Net Cash Proceeds of   such a Prepayment Event occurring on the date of such reduction solely to   #89847286v15 


    




 










the extent that   the Borrower and/or any Restricted Subsidiaries receives cash in an amount   equal to the amount of such reduction; and (g) all fees and out-of-pocket   expenses paid by the Borrower or a Restricted Subsidiary in connection with   any of the foregoing (for the avoidance of doubt, including, (1) in the case   of the issuance of Permitted Other Indebtedness, any fees, underwriting   discounts, premiums, and other costs and expenses incurred in connection with   such issuance and (2) attorney’s fees, investment banking fees, survey costs,   title insurance premiums, and related search and recording charges, transfer   taxes, deed or mortgage recording taxes, underwriting discounts and   commissions, other customary expenses, and brokerage, consultant, accountant,   and other customary fees), in each case, only to the extent not already   deducted in arriving at the amount referred to in clause (i) above. “Net   Income” shall mean, with respect to any Person, the net income (loss) of such   Person, determined in accordance with GAAP and before any reduction in   respect of preferred stock dividends. “New Loan Commitments” shall have the   meaning provided in Section 2.14(a). “New Revolving Credit Commitments” shall   have the meaning provided in Section 2.14(a). “New Revolving Credit Loan”   shall have the meaning provided in Section 2.14(b). “New Revolving Loan   Lender” shall have the meaning provided in Section 2.14(b). “New Revolving   Loan Repayment Amount” shall have the meaning provided in Section 2.5(c).   “New Revolving Loan Repayment Date” shall have the meaning provided in   Section 2.5(c). “New Term Loan” shall have the meaning provided in Section   2.14(c). “New Term Loan Commitments” shall have the meaning provided in   Section 2.14(a). “New Term Loan Lender” shall have the meaning provided in   Section 2.14(c). “New Term Loan Maturity Date” shall mean the date on which a   New Term Loan matures. “New Term Loan Repayment Amount” shall have the   meaning provided in Section 2.5(c). “New Term Loan Repayment Date” shall have   the meaning provided in Section 2.5(c). “Non-Bank Tax Certificate” shall have   the meaning provided in Section 5.4(e)(ii)(B)(3). “Non-Consenting Lender”   shall have the meaning provided in Section 13.7(b). “Non-Defaulting Lender”   shall mean and include each Lender other than a Defaulting Lender.   “Non-Expiring Credit Commitment” shall have the meaning provided in Section   2.1(f). “Non-Extension Notice Date” shall have the meaning provided in   Section 3.2(d). #89847286v15 


    




 










“Non-U.S.   Lender” shall mean any Lender that is not a “United States person” as defined   by Section 7701(a)(30) of the Code. “Non-Voting Stock” shall mean, with   respect to any Person as of any date, the Capital Stock of such Person that   is at the time not entitled to vote in the election of the board of directors   of such Person. “Notice of Borrowing” shall have the meaning provided in   Section 2.3(a). “Notice of Conversion or Continuation” shall have the meaning   provided in Section 2.6(a). “Obligations” shall mean all advances to, and   debts, liabilities, obligations, covenants, and duties of, any Credit Party   arising under any Credit Document or otherwise with respect to any Revolving   Credit Commitment, Loan, or Letter of Credit or under any Secured Cash   Management Agreement or Secured Hedge Agreement (other than with respect to   any Credit Party’s obligations that constitute Excluded Swap Obligations   solely with respect to such Credit Party), in each case, entered into with   the Borrower or any of the Restricted Subsidiaries, whether direct or   indirect (including those acquired by assumption), absolute or contingent,   due or to become due, now existing or hereafter arising and including   interest and fees that accrue after the commencement by or against any Credit   Party or any Affiliate thereof of any proceeding under any bankruptcy or   insolvency law naming such Person as the debtor in such proceeding, regardless   of whether such interest and fees are allowed claims in such proceeding.   Without limiting the generality of the foregoing, the Obligations of the   Credit Parties under the Credit Documents (and any of their Subsidiaries to   the extent they have obligations under the Credit Documents) include the   obligation (including guarantee obligations) to pay principal, interest,   charges, expenses, fees, attorney costs, indemnities, and other amounts   payable by any Credit Party under any Credit Document. “OFAC” means the   Office of Foreign Assets Control of the U.S. Department of Treasury.   “Original Revolving Credit Commitments” shall mean all Revolving Credit   Commitments, Existing Revolving Credit Commitments, and Extended Revolving   Credit Commitments, other than any New Revolving Credit Commitments (and any   Extended Revolving Credit Commitments related thereto). “Other Taxes” shall   mean all present or future stamp, registration, court or documentary Taxes or   any other excise, property, intangible, mortgage recording, filing or similar   Taxes arising from any payment made hereunder or under any other Credit   Document or from the execution, delivery, performance, enforcement or   registration of, from the receipt or perfection of a security interest under,   or otherwise with respect to, this Agreement or any other Credit Document;   provided that such term shall not include (i) any Taxes that result from an   assignment, (“Assignment Taxes”) to the extent such Assignment Taxes are   imposed as a result of a connection between the Lender and the taxing   jurisdiction (other than a connection arising solely from any Credit   Documents or any transactions contemplated thereunder), except to the extent   that any such action described in this proviso is requested or required by   the Borrower or (ii) Excluded Taxes. “Overnight Rate” shall mean, for any   day, the greater of (a) the Federal Funds Effective Rate and (b) an overnight   rate determined by the Administrative Agent, the Letter of Credit Issuer or   the Swingline Lender, as the case may be, in accordance with banking industry   rules on interbank compensation. “Participant” shall have the meaning   provided in Section 13.6(c)(i). “Participant Register” shall have the meaning   provided in Section 13.6(c)(ii). #89847286v15 


    




 










“Participating   Member State” shall mean any member state of the European Union that adopts   or has adopted the Euro as its lawful currency in accordance with legislation   of the European Union relating to economic and monetary union. “Patriot Act”   shall have the meaning provided in Section 13.18. “PBGC” shall mean the   Pension Benefit Guaranty Corporation referred to and defined in ERISA and any   successor entity performing similar functions. “Pension Plan” shall mean any   “employee pension benefit plan” (as defined in Section 3(2) of ERISA, but   excluding any Multiemployer Plan) that is subject to Title IV of ERISA,   Section 302 of ERISA or Section 412 of the Code, in respect of which any   Credit Party or any ERISA Affiliate is (or, if such plan were terminated, would   under Section 4062 or Section 4069 of ERISA, be deemed to be) an “employer”   as defined in Section 3(5) of ERISA. “Permitted Acquisition” shall have the   meaning provided in Section 10.6(c). “Permitted Investments” shall have the   meaning provided in Section 10.6. “Permitted Liens” shall mean, with respect   to any Person: (i) pledges or deposits by such Person under workmen’s   compensation laws, unemployment insurance laws, or similar legislation, or   good faith deposits in connection with bids, tenders, contracts (other than   for the payment of Indebtedness), or leases to which such Person is a party,   or deposits to secure public or statutory obligations of such Person or   deposits of cash or U.S. government bonds to secure surety or appeal bonds to   which such Person is a party, or deposits as security for the payment of rent   or deposits made to secure obligations arising from contractual or warranty   refunds, in each case, incurred in the ordinary course of business; (ii)   Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s,   repairmen’s, and mechanics’ Liens, in each case, for sums not yet overdue for   a period of more than 60 days or being contested in good faith by appropriate   proceedings or other Liens arising out of judgments or awards against such   Person with respect to which such Person shall then be proceeding with an   appeal or other proceedings for review if adequate reserves with respect   thereto are maintained on the books of such Person in accordance with GAAP;   (iii) Liens for taxes, assessments, or other governmental charges not yet   overdue for a period of more than 60 days or which are being contested in   good faith by appropriate #89847286v15 


    




 










proceedings   diligently conducted, if adequate reserves with respect thereto are   maintained on the books of such Person in accordance with GAAP or are not   required to be paid pursuant to Section 8.11, or for property taxes on   property of such Person, which Person has determined to abandon if the sole   recourse for such tax, assessment, charge, levy, or claim is to such   property; (iv) Liens in favor of issuers of performance, surety, bid,   indemnity, warranty, release, appeal, or similar bonds or with respect to   other regulatory requirements or letters of credit or bankers’ acceptances   issued, and completion guarantees provided for, in each case pursuant to the   request of and for the account of such Person in the ordinary course of its   business; (v) minor survey exceptions, minor encumbrances, ground leases,   easements, or reservations of, or rights of others for, licenses,   rights-of-way, servitudes, sewers, electric lines, drains, telegraph and   telephone and cable television lines, gas and oil pipelines, and other   similar purposes, or zoning, building codes, or other restrictions   (including, without limitation, minor defects or irregularities in title and   similar encumbrances) as to the use of real properties or Liens incidental to   the conduct of the business of such Person or to the ownership of its   properties which were not incurred in connection with Indebtedness and which   do not, in the aggregate, materially adversely affect the value of said   properties or materially impair their use in the operation of the business of   such Person; (vi) Liens securing Indebtedness permitted to be outstanding   pursuant to clause (a), (c), (q), (u), (v) or (w) of Section 10.1; provided   that, (a) in the case of clause (c) of Section 10.1, such Lien may not extend   to any property or equipment (or assets affixed or appurtenant thereto) other   than the property or equipment being financed or refinanced under such clause   (c) of Section 10.1, replacements of such property, equipment or assets, and   additions and accessions and in the case of multiple financings of equipment   provided by any lender, other equipment financed by such lender; (b) in the   case of clause (q) of Section 10.1, such Lien may not extend to any assets   other than the assets owned by the Restricted Subsidiaries incurring such   Indebtedness; and (c) in the case of Liens securing Permitted Other   Indebtedness Obligations pursuant to this clause (vi), the applicable   Permitted Other Indebtedness Secured Parties (or a representative thereof on   behalf of such holders) shall enter into security documents with terms and   conditions not materially more restrictive to the Credit Parties, taken as a   whole, than the terms and conditions of the Security Documents and (x) the   Collateral Agent, the Administrative Agent and the representative of the   holders of such Permitted Other Indebtedness Obligations shall have entered   into the Second Lien Intercreditor Agreement and (y) in the case of   subsequent issuances of Permitted Other Indebtedness, the representative for   the holders of such Permitted Other Indebtedness shall have become a party to   the Second Lien Intercreditor Agreement in accordance with the terms thereof;   without any further consent of the Lenders, the Administrative Agent and the   Collateral Agent shall be authorized to execute and deliver on behalf of the   Secured Parties the First Lien Intercreditor Agreement and the Second Lien   Intercreditor Agreement contemplated by this clause (vi); (vii) subject to   Section 9.14, other than with respect to Mortgaged Property, Liens existing   on the Closing Date; provided that any Lien securing Indebtedness or other   obligations in excess of $5.0 million in the aggregate (when taken together   with all other Liens securing obligations outstanding in reliance on this   clause (vii) that are not listed on Schedule 10.2) shall only be permitted if   set forth on Schedule 10.2, and, in each case, any modifications,   replacements, renewals, or extensions thereof; (viii) Liens on property or   shares of stock of a Person at the time such Person becomes #89847286v15 


    




 










a Subsidiary;   provided such Liens are not created or incurred in connection with, or in   contemplation of, such other Person becoming a Subsidiary; provided, further,   however, that such Liens may not extend to any other property owned by the   Borrower or any Restricted Subsidiary (other than, with respect to such   Person, any replacements of such property or assets and additions and   accessions thereto, after-acquired property subject to a Lien securing   Indebtedness and other obligations incurred prior to such time and which   Indebtedness and other obligations are permitted hereunder that require,   pursuant to their terms at such time, a pledge of after-acquired property of   such Person, and the proceeds and the products thereof and customary security   deposits in respect thereof and in the case of multiple financings of   equipment provided by any lender, other equipment financed by such lender, it   being understood that such requirement shall not be permitted to apply to any   property to which such requirement would not have applied but for such   acquisition); (ix) Liens on property at the time the Borrower or a Restricted   Subsidiary acquired the property, including any acquisition by means of a   merger or consolidation with or into the Borrower or any Restricted   Subsidiary; provided that such Liens are not created or incurred in   connection with, or in contemplation of, such acquisition, merger,   consolidation, or designation; provided, further, however, that such Liens   may not extend to any other property owned by the Borrower or any Restricted   Subsidiary (other than, with respect to such property, any replacements of   such property or assets and additions and accessions thereto, after-acquired   property subject to a Lien securing Indebtedness and other obligations   incurred prior to such time and which Indebtedness and other obligations are   permitted hereunder that require, pursuant to their terms at such time, a   pledge of after-acquired property, and the proceeds and the products thereof   and customary security deposits in respect thereof and in the case of   multiple financings of equipment provided by any lender, other equipment   financed by such lender, it being understood that such requirement shall not   be permitted to apply to any property to which such requirement would not   have applied but for such acquisition); (x) Liens on property of any   Restricted Subsidiary that is not a Credit Party, which Liens secure   Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary   that is not a Credit Party, in each case, to the extent permitted under   Section 10.1; #89847286v15 


    




 










(xi) Liens   securing Hedging Obligations and Cash Management Services so long as the   related Indebtedness is, and is permitted hereunder to be, secured by a Lien   on the same property securing such Hedging Obligations and Cash Management   Services; (xii) Liens on specific items of inventory or other goods and   proceeds of any Person securing such Person’s obligations in respect of   bankers’ acceptances issued or created for the account of such Person to   facilitate the purchase, shipment, or storage of such inventory or other   goods; (xiv) Liens arising from Uniform Commercial Code financing statement   filings regarding operating leases or consignments entered into by the   Borrower or any Restricted Subsidiary in the ordinary course of business;   (xv) Liens in favor of the Borrower or any Guarantor; (xvi) Liens on   equipment of the Borrower or any Restricted Subsidiary granted in the   ordinary course of business to the Borrower’s or such Restricted Subsidiary’s   client at which such equipment is located; (xvii) [reserved]; (xviii) Liens   to secure any refinancing, refunding, extension, renewal, or replacement (or   successive refinancing, refunding, extensions, renewals, or replacements) as   a whole, or in part, of any Indebtedness secured by any Lien referred to in   clauses (vi), (vii), (viii), (ix), (x), and (xv) of this definition of   Permitted Liens; provided that (a) such new Lien shall be limited to all or   part of the same property that secured the original Lien (plus improvements   on such property), and (b) the Indebtedness secured by such Lien at such time   is not increased to any amount greater than the sum of (1) the outstanding   principal amount or, if greater, the committed amount of the Indebtedness   described under clauses (vi), (vii), (viii), (ix), (x), and (xv) at the time   the original Lien became a Permitted Lien under this Agreement, and (2) an   amount necessary to pay any fees and expenses, including premiums and accrued   and unpaid interest, related to such refinancing, refunding, extension,   renewal, or replacement; (xix) deposits made or other security provided to   secure liabilities to insurance carriers under insurance or self-insurance   arrangements in the ordinary course of business; (xx) other Liens securing   obligations (including Capitalized Lease Obligations) which do not exceed   $25.0 million; (xxi) Liens securing judgments for the payment of money not   constituting an Event of Default under Section 11.5 or Section 11.10; (xxii)   Liens in favor of customs and revenue authorities arising as a matter of law   to secure payment of customs duties in connection with the importation of   goods in the ordinary course of business; (xxiii) Liens (a) of a collection   bank arising under Section 4-210 of the Uniform Commercial Code or any   comparable or successor provision on items in the course of collection, (b)   attaching to commodity trading accounts or other commodity brokerage accounts   incurred in the ordinary course of business, and (c) in favor of banking or   other financial institutions or other electronic payment service providers   arising as a matter of law encumbering deposits (including #89847286v15 


    




 










the right of   set-off) and which are within the general parameters customary in the banking   or finance industry; (xxiv) Liens deemed to exist in connection with   Investments in repurchase agreements permitted under Section 10.1; provided   that such Liens do not extend to any assets other than those that are the   subject of such repurchase agreement; (xxv) Liens encumbering reasonable   customary initial deposits and margin deposits and similar Liens attaching to   commodity trading accounts or other brokerage accounts incurred in the   ordinary course of business and not for speculative purposes; (xxvi) Liens   that are contractual rights of set-off (a) relating to the establishment of   depository relations with banks not given in connection with the issuance of   Indebtedness, (b) relating to pooled deposits or sweep accounts of the   Borrower or any of the Restricted Subsidiaries to permit satisfaction of   overdraft or similar obligations incurred in the ordinary course of business   of the Borrower and the Restricted Subsidiaries, or (c) relating to purchase   orders and other agreements entered into by the Borrower or any of the   Restricted Subsidiaries in the ordinary course of business; (xxvii) Liens (a)   solely on any cash earnest money deposits made by the Borrower or any of the   Restricted Subsidiaries in connection with any letter of intent or purchase   agreement permitted under this Agreement or (b) consisting of an agreement to   dispose of any property pursuant to a disposition permitted hereunder;   (xxviii)rights reserved or vested in any Person by the terms of any lease,   license, franchise, grant, or permit held by the Borrower or any of the   Restricted Subsidiaries or by a statutory provision, to terminate any such   lease, license, franchise, grant, or permit, or to require annual or periodic   payments as a condition to the continuance thereof; (xxix) restrictive   covenants affecting the use to which real property may be put; provided that   the covenants are complied with; #89847286v15 


    




 










(xxx) security   given to a public utility or any municipality or governmental authority when   required by such utility or authority in connection with the operations of   that Person in the ordinary course of business; (xxxi) zoning by-laws and   other land use restrictions, including, without limitation, site plan   agreements, development agreements, and contract zoning agreements; (xxxii)   Liens arising out of conditional sale, title retention, consignment, or   similar arrangements for sale of goods entered into by the Borrower or any   Restricted Subsidiary in the ordinary course of business; (xxxiii)Liens   arising under the Security Documents; (xxxiv)Liens on goods purchased in the   ordinary course of business, the purchase price of which is financed by a   documentary letter of credit issued for the account of the Borrower or any of   its Subsidiaries; (xxxv) (a) Liens on Equity Interests in joint ventures;   provided that any such Lien is in favor of a creditor of such joint venture   and such creditor is not an Affiliate of any partner to such joint venture   and (b) purchase options, call, and similar rights of, and restrictions for   the benefit of, a third party with respect to Equity Interests held by the   Borrower or any Restricted Subsidiary in joint ventures; (xxxvi)Liens on cash   and Cash Equivalents that are earmarked to be used to satisfy or discharge   Indebtedness; provided (a) such cash and/or Cash Equivalents are deposited   into an account from which payment is to be made, directly or indirectly, to   the Person or Persons holding the Indebtedness that is to be satisfied or   discharged, (b) such Liens extend solely to the account in which such cash   and/or Cash Equivalents are deposited and are solely in favor of the Person   or Persons holding the Indebtedness (or any agent or trustee for such Person   or Persons) that is to be satisfied or discharged, and (c) the satisfaction   or discharge of such Indebtedness is expressly permitted hereunder, (xxxvii)   with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily   by any Requirements of Law, and (xxxviii) to the extent pursuant to a   Requirements of Law, Liens on cash or Permitted Investments securing Swap   Obligations in the ordinary course of business and constituting Hedging   Obligations permitted by Section 10.1. For purposes of this definition, the   term “Indebtedness” shall be deemed to include interest on, and fees,   expenses and other obligations payable with respect to, such Indebtedness.   “Permitted Other Indebtedness” shall mean subordinated o r s e n i o r   Indebtedness (which Indebtedness may (i) be unsecured or (ii) be secured by a   Lien ranking junior to the Lien securing the First Lien Obligations) issued   or incurred by the Borrower or a Guarantor, (a) the terms of which do not   provide for any scheduled repayment, mandatory repayment, or redemption or   sinking fund obligations prior to, at the time of incurrence, the Latest Term   Loan Maturity Date (other than, in each case, customary offers or obligations   to repurchase upon a change of control, asset sale, or casualty or   condemnation event, AHYDO payments and customary acceleration rights after an   event of default), (b) the covenants, taken as a whole, are not materially   more restrictive to the Borrower and the Restricted Subsidiaries than those   herein (taken as a whole) (except for covenants applicable only to the   periods after the Latest Term Loan Maturity Date) (it being understood that,   (1) to the extent that any financial maintenance covenant is added for the   benefit #89847286v15 


    




 










of any such   Indebtedness (other than an amortizing Incremental Term Facility in the form   of a “term loan A” or similar form where such financial maintenance covenant   is also added for the benefit of the Revolving Credit Facility), no consent   shall be required by the Administrative Agent or any of the Lenders if such   financial maintenance covenant is also added for the benefit of any   corresponding Loans remaining outstanding after the issuance or incurrence of   such Indebtedness or (2) no consent shall be required by the Administrative   Agent or any of the Lenders if any covenants are only applicable after the   Latest Term Loan Maturity Date at the time of such refinancing); provided   that a certificate of an Authorized Officer of the Borrower delivered to the Administrative   Agent at least five Business Days (or such shorter period as the   Administrative Agent may reasonably agree) prior to the incurrence of such   Indebtedness, together with a reasonably detailed description of the material   terms and conditions of such Indebtedness or drafts of the documentation   relating thereto, stating that the Borrower has determined in good faith that   such terms and conditions satisfy the foregoing requirement shall be   conclusive evidence that such terms and conditions satisfy the foregoing   requirement unless the Administrative Agent notifies the Borrower within two   Business Days after receipt of such certificate that it disagrees with such   determination (including a reasonable description of the basis upon which it   disagrees), (c) of which no Subsidiary of the Borrower (other than a   Guarantor) is an obligor and (d) that, if secured, is not secured by a lien   any assets of the Borrower or its Subsidiaries other than the Collateral.   “Permitted Other Indebtedness Documents” shall mean any document or   instrument (including any guarantee, security agreement, or mortgage and   which may include any or all of the Credit Documents) issued or executed and   delivered with respect to any Permitted Other Indebtedness by any Credit   Party. “Permitted Other Indebtedness Obligations” shall mean, if any   Permitted Other Indebtedness is issued or incurred, all advances to, and   debts, liabilities, obligations, covenants, and duties of, any Credit Party   arising under any Permitted Other Indebtedness Document, whether direct or   indirect (including those acquired by assumption), absolute or contingent,   due or to become due, now existing or hereafter arising, and including   interest and fees that accrue after the commencement by or against any Credit   Party or any Affiliate thereof of any proceeding under any bankruptcy or   insolvency law naming such Person as the debtor in such proceeding,   regardless of whether such interest and fees are allowed claims in such   proceeding. Without limiting the generality of the foregoing, the Permitted   Other Indebtedness Obligations of the applicable Credit Parties under the   Permitted Other Indebtedness Documents (and any of their Restricted   Subsidiaries to the extent they have obligations under the Permitted Other   Indebtedness Documents) include the obligation (including guarantee   obligations) to pay principal, interest, charges, expenses, fees, attorney   costs, indemnities, and other amounts payable by any such Credit Party under   any Permitted Other Indebtedness Document. “Permitted Other Indebtedness   Secured Parties” shall mean the holders from time to time of secured   Permitted Other Indebtedness Obligations (and any representative on their   behalf). “Permitted Other Provision” shall have the meaning provided in   Section 2.14(g)(i). “Permitted Sale Leaseback” shall mean any Sale Leaseback   consummated by the Borrower or any of the Restricted Subsidiaries after the   Closing Date; provided that any such Sale Leaseback not between the Borrower   and a Restricted Subsidiary is consummated for fair value as determined at   the time of consummation in good faith by (i) the Borrower or such Restricted   Subsidiary or (ii) in the case of #89847286v15 


    




 










any Sale   Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of   which exceed $10.0 million, the board of directors (or analogous governing   body) of the Borrower or such Restricted Subsidiary (which such determination   may take into account any retained interest or other Investment of the   Borrower or such Restricted Subsidiary in connection with, and any other   material economic terms of, such Sale Leaseback). “Person” shall mean any   individual, partnership, joint venture, firm, corporation, limited liability   company, association, trust, or other enterprise or any Governmental   Authority. “Plan” shall mean, other than any Multiemployer Plan, any employee   benefit plan (as defined in Section 3(3) of ERISA), including any employee   welfare benefit plan (as defined in Section 3(1) of ERISA), any employee   pension benefit plan (as defined in Section 3(2) of ERISA), and any plan   which is both an employee welfare benefit plan and an employee pension   benefit plan, and in respect of which any Credit Party or, with respect to   any such plan that is that is subject to Title IV of ERISA, Section 302 of   ERISA or Section 412 of the Code, any ERISA Affiliate is (or, if such Plan   were terminated, would under Section 4062 or Section 4069 of ERISA be   reasonably likely to be deemed to be) an “employer” as defined in Section   3(5) of ERISA. “Platform” shall have the meaning provided in Section   13.17(a). “Prepayment Event” shall mean any Asset Sale Prepayment Event, Debt   Incurrence Prepayment Event, Casualty Event, Equity Prepayment Event or any   Permitted Sale Leaseback. “primary obligor” shall have the meaning provided   such term in the definition of Contingent Obligations. “Pro Forma Adjustment”   shall mean, for any Test Period, with respect to the Acquired EBITDA of the   applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower,   the pro forma increase or decrease in such Acquired EBITDA or such   Consolidated EBITDA, as the case may be, projected by the Borrower in good   faith as a result of (i) actions taken prior to the time of calculation for   the purposes of realizing reasonably identifiable and factually supportable   cost savings or (ii) any additional costs incurred in connection therewith,   in each case, in connection with the combination of the operations of such   Acquired Entity or Business with the operations of the Borrower and the   Restricted Subsidiaries; provided that at the election of the Borrower, such   Pro Forma Adjustment shall not be required to be determined for any Acquired   Entity or Business to the extent the aggregate consideration paid in   connection with such acquisition was less than $10.0 million; provided,   further, that any such pro forma increase or decrease to such Acquired EBITDA   or such Consolidated EBITDA, as the case may be, shall be (i) without   duplication for cost savings or additional costs already included in such   Acquired EBITDA or such Consolidated EBITDA or Section 1.12(b), as the case   may be, for such Test Period, (ii) (A) projected by the Borrower in good   faith to be realized within twelve months of the Specified Transaction, (B)   reasonably indentifiable and factually supportable and (C) be certified by a   financial officer of the Borrower and (iii) with respect to any pro forma   increase to such Consolidated EBITDA, subject to the caps set forth in the   proviso in clause (b) of the definition of Consolidated EBITDA. “Pro Forma   Basis,” “Pro Forma Compliance,” and “Pro Forma Effect” shall mean, with   respect to compliance with any test, financial ratio, or covenant hereunder,   that (i) to the extent applicable, the Pro Forma Adjustment shall have been made   and (ii) all Specified Transactions and the following transactions in   connection therewith shall be deemed to have occurred as of the first day of   the applicable period of measurement in such test or covenant: (a) income   statement items (whether positive or negative) attributable to the property   or Person subject to such Specified Transaction, (1) in the case of   #89847286v15 


    




 










a sale,   transfer, or other disposition of all or substantially all Capital Stock in   any Subsidiary of the Borrower or any division, product line, or facility   used for operations of the Borrower or any of its Subsidiaries, shall be   excluded, and (2) in the case of a Permitted Acquisition or Investment   described in the definition of Specified Transaction, shall be included, (b)   any retirement of Indebtedness, and (c) any incurrence or assumption of   Indebtedness by the Borrower or any of the Restricted Subsidiaries in   connection therewith (it being agreed that if such Indebtedness has a   floating or formula rate, such Indebtedness shall have an implied rate of   interest for the applicable period for purposes of this definition determined   by utilizing the rate that is or would be in effect with respect to such   Indebtedness as at the relevant date of determination); provided that the   foregoing pro forma adjustments may be applied to any such test or covenant   solely to the extent that such adjustments are consistent with the definition   of Consolidated EBITDA (including the caps set forth in the proviso of clause   (b) thereof). “Pro Forma Entity” shall have the meaning provided in the   definition of the term Acquired EBITDA. “Pro Forma Financial Statements”   shall have the meaning provided in Section 6.11. “Prohibited Transaction”   shall have the meaning assigned to such term in Section 406 of ERISA and   Section 4975(c) of the Code. “Qualified Stock” of any Person shall mean   Capital Stock of such Person other than Disqualified Stock of such Person.   “Real Estate” shall have the meaning provided in Section 9.1(f). “Refinance”   shall have the meaning provided in Section 10.1. “Refinanced Term Loans”   shall have the meaning provided in Section 13.1. “Refinancing Indebtedness”   shall have the meaning provided in Section 10.1(l). “Register” shall have the   meaning provided in Section 13.6(b)(iv). “Regulation T” shall mean Regulation   T of the Board as from time to time in effect and any successor to all or a   portion thereof establishing margin requirements. “Regulation U” shall mean   Regulation U of the Board as from time to time in effect and any successor to   all or a portion thereof establishing margin requirements. “Regulation X”   shall mean Regulation X of the Board as from time to time in effect and any   successor to all or a portion thereof establishing margin requirements.   “Reimbursement Date” shall have the meaning provided in Section 3.4(a).   “Reimbursement Obligations” shall mean the Borrower’s obligations to   reimburse Unpaid Drawings pursuant to Section 3.4(a). “Reinvestment Period”   shall mean 12 months following the date of receipt of Net Cash Proceeds of an   Asset Sale Prepayment Event or Casualty Event. “Rejection Notice” shall have   the meaning provided in Section 5.2(f). #89847286v15 


    




 










“Related Fund”   shall mean, with respect to any Lender that is a Fund, any other Fund that is   advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c)   an entity or an Affiliate of such entity that administers, advises or manages   such Lender. “Related Parties” shall mean, with respect to any specified   Person, such Person’s Affiliates and the directors, officers, employees,   agents, trustees, and advisors of such Person and any Person that possesses,   directly or indirectly, the power to direct or cause the direction of the   management or policies of such Person, whether through the ability to   exercise voting power, by contract or otherwise. “Release” shall mean any   release, spill, emission, discharge, disposal, escaping, leaking, pumping, pouring,   dumping, emptying, injection, or leaching into or migration through the   environment. #89847286v15 


    




 










“Removal   Effective Date” shall have the meaning provided in Section 12.9(b).   “Repayment Amount” shall mean the Initial Term Loan Repayment Amount, a New   Term Loan Repayment Amount with respect to any Series, or an Extended Term   Loan Repayment Amount with respect to any Extension Series, as applicable.   “Replacement Term Loan Commitment” shall mean the commitments of the Lenders   to make Replacement Term Loans. “Replacement Term Loans” shall have the   meaning provided in Section 13.1. “Reportable Event” shall mean any   “reportable event”, as defined in Section 4043(c) of ERISA or the regulations   issued thereunder, with respect to a Pension Plan (other than a Pension Plan   maintained by an ERISA Affiliate that is considered an ERISA Affiliate only   pursuant to subsection (m) or (o) of Section 414 of the Code), other than   those events as to which notice is waived pursuant to DOL Reg. § 4043. “Repricing   Transaction” shall mean (i) the incurrence by the Borrower of any   Indebtedness in the form of a similar term loan that is marketed to banks and   other institutional investors (a) having an Effective Yield for the   respective Type of such Indebtedness that is less than the Effective Yield   for the Initial Term Loans of the respective equivalent Type, but excluding   Indebtedness incurred in connection with a Change of Control or   Transformative Acquisition and (b) the proceeds of which are used to prepay   (or, in the case of a conversion, deemed to prepay or replace), in whole or   in part, outstanding principal of Initial Term Loans or (ii) any effective   reduction in the Effective Yield for the Initial Term Loans (e.g., by way of   amendment, waiver or otherwise), except for a reduction in connection with a   Change of Control or Transformative Acquisition. Any determination by the   Administrative Agent with respect to whether a Repricing Transaction shall   have occurred shall be conclusive and binding on all Lenders holding the   Initial Term Loans. “Required Facility Lenders” shall mean, at any date, the   Required Initial Term Loan Lenders or the Required Revolving Credit Lenders,   as applicable. “Required Initial Term Loan Lenders” shall mean, at any date,   Non-Defaulting Lenders having or holding (a) a majority of the sum of (i) the   Adjusted Total Initial Term Loan Commitment at such date and (ii) the   aggregate outstanding principal amount of the Initial Term Loans (excluding   Term Loans held by Defaulting Lenders) at such date. “Required Lenders” shall   mean, at any date, (a) Non-Defaulting Lenders having or holding a majority of   the sum of (i) the Adjusted Total Revolving Credit Commitment at such date,   (ii) the Adjusted Total Term Loan Commitment at such date and (iii) the   aggregate outstanding principal amount of the Term Loans (excluding Term   Loans held by Defaulting Lenders) at such date or (ii) if the Total Revolving   Credit Commitment and the Total Term Loan Commitment have been terminated or   for the purposes of acceleration pursuant to Section 11, Non-Defaulting   Lenders having or holding a majority of the outstanding principal amount of   the Loans and Letter of Credit Exposure (excluding the Loans and Letter of   Credit Exposure of Defaulting Lenders) in the aggregate at such date.   “Required Revolving Credit Lenders” shall mean, at any date, Non-Defaulting   Lenders holding a majority of the Adjusted Total Revolving Credit Commitment   at such date (or, if the Total Revolving Credit Commitment has been   terminated at such time, a majority of the Revolving Credit Exposure   (excluding Revolving Credit Exposure of Defaulting Lenders) at such time).   #89847286v15 


    




 










“Required Term   Loan Lenders” shall mean, at any date, Non-Defaulting Lenders having or   holding a majority of the sum of (i) the Adjusted Total Term Loan Commitment   at such date and (ii) the aggregate outstanding principal amount of the Term   Loans (excluding Term Loans held by Defaulting Lenders) at such date.   “Requirements of Law” shall mean, as to any Person, the certificate of   incorporation and by-laws or other organizational or governing 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 assets or to which   such Person or any of its property or assets is subject. “Resignation   Effective Date” shall have the meaning provided in Section 12.9(a). “Restated   Financial Statements” shall have the meaning provided in Amendment No. 1.   “Restricted Payment” shall mean any dividend or other distribution (whether   in cash, securities or other property) with respect to any Equity Interests   in the Borrower or any Restricted Subsidiary, or any payment (whether in   cash, securities or other property), including any sinking fund or similar   deposit, on account of the purchase, redemption, retirement, acquisition,   cancellation or termination of any such Equity Interests in the Borrower or   any Restricted Subsidiary or any option, warrant or other right to acquire   any such Equity Interests in the Borrower or any Restricted Subsidiary.   “Restricted Subsidiary” shall mean any Subsidiary of the Borrower. “Retained   Declined Proceeds” shall have the meaning provided in Section 5.2(f).   “Revaluation Date” means (a) with respect to any Letter of Credit denominated   in Australian Dollars, each of the following: (i) each date of issuance of   such Letter of Credit, (ii) each date of any amendment of such Letter of Credit   that would have the effect of increasing the face amount thereof and (iii)   the last day of each fiscal quarter; and (b) such additional dates as the   Administrative Agent or the respective Letter of Credit Issuer shall   determine, or the Required Revolving Credit Lenders shall require, at any   time when (i) an Event of Default has occurred and is continuing or (ii) to   the extent that, and for so long as, the aggregate Revolving Credit Exposure   of all Revolving Credit Lenders (for such purpose, using the Dollar   Equivalent in effect for the most recent Revaluation Date) exceeds 90% of the   aggregate principal amount of the Revolving Credit Commitments in respect of   Revolving Credit Loans. “Revolving Credit Commitment” shall mean, as to each   Revolving Credit Lender, its obligation to make Revolving Credit Loans to the   Borrower pursuant to Section 2.1(b), in an aggregate principal amount at any   one time outstanding not to exceed the amount set forth, and opposite such   Lender’s name on Schedule 1.1(a) under the caption Revolving Credit   Commitment or in the Assignment and Acceptance pursuant to which such Lender   becomes a party hereto, as applicable, as such amount may be adjusted from   time to time in accordance with this Agreement (including Section 2.14). The   aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall   be $200,000,000 on the Closing Date (the “Initial Revolving Credit   Commitments”), as such amount may be adjusted from time to time in accordance   with the terms of this Agreement. Notwithstanding anything to the contrary   herein or in any Credit Document, from and after the Amendment No. 1   Effective Date, the aggregate Revolving Credit Commitments of all Revolving   Credit Lenders shall be $100,000,000, and the Revolving Credit Commitment of   each Revolving Credit Lender shall be such Revolving Credit Lender’s   Revolving Credit Commitment Percentage in effect on the day immediately prior   to the Amendment No. 1 Effective Date of $100,000,000; provided that during   the period from the Amendment No. 1 Effective Date through the Waiver   Finalization Date, no more than $50,000,000 of Revolving Credit Loans,   Letters of Credit and #89847286v15 


    




 










Swingline Loans   shall be permitted to be outstanding at any given time (the “Waiver Period   Sublimit”). “Revolving Credit Commitment Percentage” shall mean at any time,   for each Lender, the percentage obtained by dividing (i) such Lender’s   Revolving Credit Commitment at such time by (ii) the amount of the Total   Revolving Credit Commitment at such time; provided that at any time when the   Total Revolving Credit Commitment shall have been terminated, each Lender’s   Revolving Credit Commitment Percentage shall be the percentage obtained by   dividing (a) such Lender’s Revolving Credit Exposure at such time by (b) the   Revolving Credit Exposure of all Lenders at such time. “Revolving Credit   Exposure” shall mean, with respect to any Lender at any time, the sum of (i)   the aggregate principal amount of Revolving Credit Loans of such Lender then   outstanding, (ii) such Lender’s Letter of Credit Exposure at such time and   (iii) such Lender’s Revolving Credit Commitment Percentage of the aggregate   principal amount of all outstanding Swingline Loans at such time. “Revolving   Credit Facility” shall mean, at any time, the aggregate amount of the   Revolving Credit Lenders’ Revolving Credit Commitments at such time.   “Revolving Credit Lender” shall mean, at any time, any Lender that has a   Revolving Credit Commitment, Incremental Revolving Credit Commitment or   Extended Revolving Credit Commitment at such time. “Revolving Credit Loan”   shall have the meaning provided in Section 2.1(b). “Revolving Credit Maturity   Date” shall mean January 19, 2022, or, if such date is not a Business Day,   the immediately preceding Business Day. “Revolving Credit Termination Date”   shall mean the date on which the Revolving Credit Commitments shall have   terminated, no Revolving Credit Loans or Swingline Loans shall be outstanding   and the Letters of Credit Outstanding shall have been reduced to zero or Cash   Collateralized. “Revolving Loan” shall mean, collectively or individually as   the context may require, any (i) Revolving Credit Loan, (ii) Extended   Revolving Credit Loan, (iii) New Revolving Credit Loan, and (iv) Additional   Revolving Credit Loan, in each case made pursuant to and in accordance with   the terms and conditions of this Agreement. “S&P” shall mean Standard   & Poor’s Ratings Services or any successor by merger or consolidation to   its business. “Sale Leaseback” shall mean any arrangement with any Person   providing for the leasing by the Borrower or any Restricted Subsidiary of any   real or tangible personal property, which property has been or is to be sold   or transferred by the Borrower or such Restricted Subsidiary to such Person   in contemplation of such leasing. “Sanctioned Country” shall mean a country,   region or territory which is at any time the subject or target of any   Sanctions (including, as of the Effective Date, Cuba, Iran, North Korea,   Sudan, Syria and Crimea). “Sanctions” shall mean: (a) economic or financial   sanctions or trade embargoes imposed, administered or enforced from time to   time by (i) the U.S. government and administered by OFAC or the U.S. State   Department, (ii) the United Nations Security Council, (iii) the European Union   or (iv) Her Majesty's Treasury of the United #89847286v15 


    




 










Kingdom; and   #89847286v15 


    




 










(b) economic or   financial sanctions imposed, administered or enforced from time to time by   the U.S. State Department, the U.S. Department of Commerce or the U.S.   Department of the Treasury. “Sanctions List” means any of the lists of   specifically designated nationals or designated persons or entities (or   equivalent) held by the U.S. government and administered by OFAC, the U.S.   State Department, the U.S. Department of Commerce or the U.S. Department of   the Treasury or the United Nations Security Council or any similar list   maintained by the European Union, any other EU Member State or any other U.S.   government entity, in each case as the same may be amended, supplemented or   substituted from time to time. “SEC” shall mean the Securities and Exchange   Commission or any successor thereto. “Second Lien Intercreditor Agreement”   shall mean a First Lien/Second Lien Intercreditor Agreement substantially in   the form of Exhibit H-2 (with such changes to such form as may be reasonably   acceptable to the Administrative Agent and the Borrower) among the   Administrative Agent, the Collateral Agent and the representatives for   purposes thereof of any other Permitted Other Indebtedness Secured Parties   that are holders of Permitted Other Indebtedness Obligations having a Lien on   the Collateral ranking junior to the Lien securing the Obligations. “Section   2.14 Additional Amendment” shall have the meaning provided in Section   2.14(g)(iv). “Section 9.1 Financials” shall mean the financial statements   delivered, or required to be delivered, pursuant to Section 9.1(a) or (b)   together with the accompanying officer’s certificate delivered, or required   to be delivered, pursuant to Section 9.1(d). “Secured Cash Management   Agreement” shall mean any Cash Management Agreement that is entered into by   and between the Borrower or any of the Restricted Subsidiaries and any Cash   Management Bank. “Secured Cash Management Obligations” shall mean Obligations   under Secured Cash Management Agreements. “Secured Hedge Agreement” shall   mean any Hedge Agreement that is entered into by and between the Borrower or   any Restricted Subsidiary and any Hedge Bank. “Secured Hedge Obligations”   shall mean Obligations under Secured Hedge Agreements. “Secured Parties”   shall mean the Administrative Agent, the Collateral Agent, each Letter of   Credit Issuer and each Lender, in each case with respect to the Credit   Facilities, each Hedge Bank that is party to any Secured Hedge Agreement,   each Cash Management Bank that is party to a Secured Cash Management   Agreement and each sub-agent pursuant to Section 12 appointed by the   Administrative Agent with respect to matters relating to the Credit   Facilities or the Collateral Agent with respect to matters relating to any   Security Document. “Securities Exchange Act” shall mean Securities Exchange   Act of 1934, as amended. “Security Agreement” shall mean the Security   Agreement entered into by the Borrower, the other grantors party thereto, and   the Collateral Agent for the benefit of the Secured Parties, substantially in   the form of Exhibit D. #89847286v15 


    




 










“Security   Documents” shall mean, collectively, the Security Agreement, the Mortgages,   if executed, the Intercreditor Agreement and each other security agreement or   other instrument or document executed and delivered pursuant to Sections   9.11, 9.12, or 9.14 or pursuant to any other such Security Documents to   secure the Obligations or to govern the lien priorities of the holders of   Liens on the Collateral. “Series” shall have the meaning provided in Section   2.14(a). “Significant Subsidiary” shall mean, at any date of determination,   (a) any Restricted Subsidiary whose gross revenues (when combined with the   gross revenues of such Restricted Subsidiary’s Subsidiaries after eliminating   intercompany obligations) for the Test Period most recently ended on or prior   to such date were equal to or greater than 10% of the consolidated gross   revenues of the Borrower and the Restricted Subsidiaries for such period,   determined in accordance with GAAP or (b) each other Restricted Subsidiary   that, when such Restricted Subsidiary’s total gross revenues (when combined   with the total gross revenues of such Restricted Subsidiary’s Subsidiaries   after eliminating intercompany obligations) are aggregated with each other   Restricted Subsidiary (when combined with the total gross revenues of such   Restricted Subsidiary’s Subsidiaries after eliminating intercompany   obligations) that is the subject of an Event of Default described in Section   11.5 would constitute a “Significant Subsidiary” under clause (a) above.   “Similar Business” shall mean any business conducted or proposed to be   conducted by the Borrower and the Restricted Subsidiaries on the Closing Date   or any business that is similar, reasonably related, synergistic, incidental,   or ancillary thereto. “Sold Entity or Business” shall have the meaning   provided in the definition of the term Consolidated EBITDA. “Solvent” shall   mean, after giving effect to the consummation of the Transactions, (i) the   sum of the liabilities (including contingent liabilities) of the Borrower and   its Subsidiaries, on a consolidated basis, does not exceed the present fair   saleable value of the present assets of the Borrower and its Subsidiaries, on   a consolidated basis; (ii) the fair value of the property of the Borrower and   its Subsidiaries, on a consolidated basis, is greater than the total amount   of liabilities (including contingent liabilities) of the Borrower and its   Subsidiaries, on a consolidated basis; (iii) the capital of the Borrower and   its Subsidiaries, on a consolidated basis, is not unreasonably small in   relation to their business as contemplated on the date hereof; and (iv) the   Borrower and its Subsidiaries, on a consolidated basis, have not incurred and   do not intend to incur, or believe that they will incur, debts including   current obligations beyond their ability to pay such debts as they become due   (whether at maturity or otherwise). “Specified Existing Revolving Credit   Commitment” shall have the meaning provided in Section 2.14(g)(ii).   “Specified Representations” shall mean the representations and warranties   with respect to the Borrower set forth in Sections 8.1(a), 8.2 (as related to   the borrowing under, guaranteeing under, granting of security interests in   the Collateral to, and performance of, the Credit Documents), 8.3(a), 8.3(c)   (as related to the borrowing under, guaranteeing under, granting of security   interests in the Collateral to, and performance of, the Credit Documents),   8.5, 8.7, 8.17, 8.18, 8.19(c), and in Section 3.2(a) and (b) of the Security   Agreement, except with respect to items referred to on Schedule 9.14, of this   Agreement. “Specified Transaction” shall mean, with respect to any period,   any Investment (including a Permitted Acquisition), any asset sale,   incurrence or repayment of Indebtedness, Restricted Payment, #89847286v15 


    




 










Subsidiary   designation, New Term Loan, Incremental Revolving Credit Commitment or other   event or action that in each case by the terms of this Agreement requires Pro   Forma Compliance with a test or covenant hereunder or requires such test or   covenant to be calculated on a Pro Forma Basis. “Spot Rate” for any currency   shall mean the rate determined by the Administrative Agent to be the rate   quoted by the Administrative Agent as the spot rate for the purchase by the   Administrative Agent of such currency with another currency through its   principal foreign exchange trading office at approximately 11:00 a.m. on the   date two Business Days prior to the date as of which the foreign exchange   computation is made; provided that the Administrative Agent may obtain such   spot rate from another financial institution designated by the Administrative   Agent if it does not have as of the date of determination a spot buying rate   for any such currency. “SPV” shall have the meaning provided in Section   13.6(g). “Stated Amount” of any Letter of Credit shall mean the maximum   amount from time to time available to be drawn thereunder (in Dollars or the   Dollar Equivalent), determined without regard to whether any conditions to drawing   could then be met; provided, however, that with respect to any Letter of   Credit that by its terms or the terms of any Issuer Document provides for one   or more automatic increases in the stated amount thereof, the Stated Amount   shall be deemed to be the maximum stated amount of such Letter of Credit   after giving effect to all such increases, whether or not such maximum stated   amount is in effect at such time. “Status” shall mean the existence of Level   I Status or Level II Status, as the case may be, on such date. Changes in   Status resulting from changes in the Consolidated First Lien Secured Debt to   Consolidated EBITDA Ratio shall become effective as of the first day   following each date that (i) Section 9.1 Financials for the first full fiscal   quarter ended after the Closing Date are delivered to the Administrative   Agent under Section 9.1 and (ii) an officer’s certificate is delivered by the   Borrower to the Administrative Agent setting forth, with respect to such   Section 9.1 Financials, the then-applicable Status, and shall remain in   effect until the next change to be effected pursuant to this definition;   provided that each determination of the Consolidated First Lien Secured Debt   to Consolidated EBITDA Ratio pursuant to this definition shall be made as of   the end of the Test Period ending at the end of the fiscal period covered by   the relevant Section 9.1 Financials. “Statutory Reserves” shall mean a   fraction (expressed as a decimal), the numerator of which is the number one   and the denominator of which is the number one minus the aggregate of the   maximum reserve percentages (including any marginal, special, emergency or   supplemental reserves) established by the Board and any other banking   authority, domestic or foreign, to which the Administrative Agent or any   Lender (including any branch, Affiliate or other fronting office making or   holding a Loan) is subject to Eurocurrency Liabilities (as defined in   Regulation D of the Board). LIBOR Rate Loans shall be deemed to constitute   Eurocurrency Liabilities and to be subject to such reserve requirements   without benefit of or credit for proration, exemptions or offsets that may be   available from time to time to any Lender under such Regulation D. Statutory   Reserves shall be adjusted automatically on and as of the effective date of   any change in any reserve percentage. “Stock Equivalents” shall mean all   securities convertible into or exchangeable for Capital Stock and all   warrants, options, or other rights to purchase or subscribe for any Capital   Stock, whether or not presently convertible, exchangeable, or exercisable.   #89847286v15 


    




 










“Subordinated   Indebtedness” shall mean Indebtedness of the Borrower or any Guarantor that   is by its terms subordinated in right of payment to the obligations of the Borrower   or such Guarantor, as applicable, under this Agreement or the Guarantee, as   applicable. “Subsidiary” of any Person shall mean and include (i) any   corporation more than 50% of whose Capital Stock of any class or classes   having by the terms thereof ordinary voting power to elect a majority of the   directors of such corporation (irrespective of whether or not at the time   Capital Stock of any class or classes of such corporation shall have or might   have voting power by reason of the happening of any contingency) is at the   time owned by such Person directly or indirectly through Subsidiaries, or   (ii) any limited liability company, partnership, association, joint venture,   or other entity of which such Person directly or indirectly through   Subsidiaries has more than a 50% equity interest at the time. Unless   otherwise expressly provided, all references herein to a Subsidiary shall   mean a Subsidiary of the Borrower. “Swap Obligation” shall mean, with respect   to any Credit Party, any obligation to pay or perform under any agreement,   contract, or transaction that constitutes a “swap” within the meaning of   Section 1(a)(47) of the Commodity Exchange Act. “Swingline Commitment” shall   mean the lesser of (i) $15,000,000 and (ii) the remaining portion of the   Revolving Credit Commitment. The Swingline Commitment is part of and not in   addition to the Revolving Credit Commitment. “Swingline Exposure” shall mean   at any time the aggregate principal amount at such time of all outstanding   Swingline Loans. The Swingline Exposure of any Revolving Credit Lender at any   time shall equal its Revolving Credit Commitment Percentage of the aggregate   Swingline Exposure at such time. “Swingline Lender” shall mean Goldman Sachs   Bank USA, in its capacity as lender of Swingline Loans hereunder or any   replacement or successor thereto. “Swingline Loans” shall have the meaning   provided in Section 2.1(c). “Swingline Maturity Date” shall mean, with   respect to any Swingline Loan, the Revolving Credit Maturity Date. “Target”   shall have the meaning provided in the recitals to this Agreement. “Target   Historical Financial Statements” shall mean (i) the audited consolidated   balance sheets of the Target and its consolidated Subsidiaries as at December   31, 2013, December 31, 2014 and December 31, 2015 and the related audited   consolidated statements of operations and cash flows of the Target and its   consolidated Subsidiaries for the years ended December 31, 2013, December 31,   2014 and December 31, 2015 and (ii) the unaudited interim consolidated   balance sheets of the Target and its consolidated Subsidiaries for the fiscal   quarters ending March 31, 2016, June 30, 2016 and September 30, 2016 and the   related unaudited consolidated statements of income and cash flow of the   Target and its Subsidiaries for the fiscal quarters ending March 31, 2016,   June 30, 2016 and September 30, 2016. “Taxes” shall mean any and all present   or future taxes, duties, levies, imposts, assessments, deductions,   withholdings (including backup withholding), fees, or other similar charges imposed   by any Governmental Authority and any interest, fines, penalties, or   additions to tax with respect to the foregoing. #89847286v15 


    




 










“Tender Offer”   shall mean the tender offer initiated by the Borrower or Merger Sub to   acquire all of the issued and outstanding common stock of the Target, as   contemplated in the Acquisition Agreement. “Term Loan Commitment” shall mean,   with respect to each Lender, such Lender’s Initial Term Loan Commitment and,   if applicable, New Term Loan Commitment with respect to any Series and   Replacement Term Loan Commitment with respect to any Series. “Term Loan   Extension Request” shall have the meaning provided in Section 2.14 (g)(i).   “Term Loan Facility” means any Facility consisting of Term Loans or Term Loan   Commitments, as the context may require. “Term Loan Lender” shall mean, at   any time, any Lender that has a Term Loan Commitment or an outstanding Term   Loan. “Term Loans” shall mean the Initial Term Loans, any New Term Loans, any   Replacement Term Loans, and any Extended Term Loans, collectively. “Test   Period” shall mean, for any determination under this Agreement, the four   consecutive fiscal quarters of the Borrower most recently ended on or prior   to such date of determination and for which Section 9.1 Financials shall have   been delivered (or were required to be delivered) to the Administrative Agent   (or, before the first delivery of Section 9.1 Financials, the most recent   period of four fiscal quarters at the end of which financial statements are   available). “Title Policy” shall have the meaning provided in Section   9.14(c). “Total Credit Exposure” shall mean, at any date, the sum, without   duplication, of (i) the Total Revolving Credit Commitment at such date (or,   if the Total Revolving Credit Commitment shall have terminated on such date,   the aggregate Revolving Credit Exposure of all Lenders at such date), (ii)   the Total Term Loan Commitment at such date, and (iii) without duplication of   clause (ii), the aggregate outstanding principal amount of all Term Loans at   such date. “Total Initial Term Loan Commitment” shall mean the sum of the   Initial Term Loan Commitments of all Lenders. “Total Revolving Credit Commitment”   shall mean the sum of the Revolving Credit Commitments of all the Lenders.   “Total Term Loan Commitment” shall mean the sum of (i) the Initial Term Loan   Commitments and (ii) the New Term Loan Commitments, if applicable, of all the   Lenders. #89847286v15 


    




 










“Transaction   Expenses” shall mean any fees, costs, or expenses incurred or paid by the   Borrower or any of its Affiliates in connection with the Transactions, this   Agreement, and the other Credit Documents, and the transactions contemplated   hereby and thereby. “Transactions” shall mean, collectively, the transactions   contemplated by this Agreement, the Acquisition, the Closing Date Refinancing   and the consummation of any other transactions in connection with the   foregoing (including in connection with the Acquisition Agreement and the   payment of the fees and expenses incurred in connection with any of the   foregoing (including the Transaction Expenses)). “Transferee” shall have the   meaning provided in Section 13.6(e). “Transformative Acquisition” shall mean   any acquisition by the Borrower or any Restricted Subsidiary that is not   permitted by the terms of the Credit Documents immediately prior to the   consummation of such acquisition. “Trigger Date” shall mean the day following   the date on which Section 9.1 Financials are delivered to the Administrative   Agent for the fiscal quarter ending on December 31, 2016. “Type” shall mean   as to any Loan, its nature as an ABR Loan or a LIBOR Loan. “UCP” shall mean,   with respect to any Letter of Credit, the Uniform Customs and Practice for   Documentary Credits, International Chamber of Commerce (“ICC”) Publication   No. 600 (or such later version thereof as may be in effect at the time of   issuance). “Undisclosed Administration” shall mean in relation to a Lender or   its parent company the appointment of an administrator, provisional   liquidator, conservator, receiver, trustee, custodian or other similar   official by a supervisory authority or regulator under or based on the law in   the country where such Lender or such parent company is subject to home   jurisdiction supervision if applicable law requires that such appointment is   not to be publicly disclosed. “Unpaid Drawing” shall have the meaning   provided in Section 3.4(a). “U.S.” and “United States” shall mean the United   States of America. “U.S. Lender” shall have the meaning provided in Section   5.4(e)(ii)(A). “Voting Stock” shall mean, with respect to any Person as of   any date, the Capital Stock of such Person that is at the time entitled to   vote in the election of the board of directors of such Person. “Waiver   Finalization Date” shall have the meaning provided in Amendment No. 1.   “Waiver Termination Date” shall have the meaning provided in Amendment No. 1.   “Waiver Period Sublimit” shall have the meaning provided in the definition of   the term Revolving Credit Commitment. “Wholly-Owned Restricted Subsidiary” of   any Person shall mean a Restricted Subsidiary of such Person, 100% of the   outstanding Capital Stock or other ownership interests of which (other than   directors’ qualifying shares) shall at the time be owned by such Person or by   one or more Wholly-Owned Subsidiaries of such Person. #89847286v15 


    




 










“Wholly-Owned   Subsidiary” of any Person shall mean a Subsidiary of such Person, 100% of the   outstanding Capital Stock or other ownership interests of which (other than   directors’ qualifying shares) shall at the time be owned by such Person or by   one or more Wholly-Owned Subsidiaries of such Person. “Withdrawal Liability”   shall mean liability to a Multiemployer Plan as a result of a complete or   partial withdrawal from such Multiemployer Plan, as such terms are defined in   Title IV of ERISA. “Withholding Agent” shall mean any Credit Party, the   Administrative Agent and, in the case of any U.S. federal withholding Tax,   any other applicable withholding agent. “Write-Down and Conversion Powers”   means, with respect to any EEA Resolution Authority, the write-down and   conversion powers of such EEA Resolution Authority from time to time under   the Bail-In Legislation for the applicable EEA Member Country, which   write-down and conversion powers are described in the EU Bail-In Legislation   Schedule. 1.2 Other Interpretive Provisions. With reference to this Agreement   and each other Credit Document, unless otherwise specified herein or in such   other Credit Document: (a) The meanings of defined terms are equally   applicable to the singular and plural forms of the defined terms.   #89847286v15 


    




 










(b) The words   “herein”, “hereto”, “hereof”, and “hereunder” and words of similar import   when used in any Credit Document shall refer to such Credit Document as a   whole and not to any particular provision thereof. (c) Section, Exhibit, and   Schedule references are to the Credit Document in which such reference appears.   (d) The term “including” is by way of example and not limitation. (e) The   term “documents” includes any and all instruments, documents, agreements,   certificates, notices, reports, financial statements and other writings,   however evidenced, whether in physical or electronic form. (f) In the   computation of periods of time from a specified date to a later specified   date, the word “from” means “from and including”; the words “to” and “until”   each mean “to but excluding”; and the word “through” means “to and including”.   (g) Section headings herein and in the other Credit Documents are included   for convenience of reference only and shall not affect the interpretation of   this Agreement or any other Credit Document. (h) The words “asset” and   “property” shall be construed to have the same meaning and effect and to   refer to any and all tangible and intangible assets and properties, including   cash, securities, accounts and contract rights. (i) All references to   “knowledge” or “awareness” of any Credit Party or any Restricted Subsidiary   thereof means the actual knowledge of an Authorized Officer of such Credit   Party or such Restricted Subsidiary. 1.3 Accounting Terms. (a) Except as   expressly provided herein, all accounting terms not specifically or   completely defined herein shall be construed in conformity with, and all   financial data (including financial ratios and other financial calculations)   required to be submitted pursuant to this Agreement shall be prepared in   conformity with, GAAP, applied in a consistent manner. (b)Notwithstanding   anything to the contrary herein, for purposes of determining compliance with   any test or covenant contained in this Agreement with respect to any period   during which any Specified Transaction occurs, the Consolidated Total Debt to   Consolidated EBITDA Ratio, the Consolidated First Lien Secured Debt to   Consolidated EBITDA Ratio, and the First Lien Secured Leverage Test shall   each be calculated with respect to such period and such Specified Transaction   on a Pro Forma Basis. (c)Where reference is made to “the Borrower and the   Restricted Subsidiaries on a consolidated basis” or similar language, such   combination shall not include any Subsidiaries of the Borrower other than   Restricted Subsidiaries. 1.4 Rounding. Any financial ratios required to be   maintained by the Borrower pursuant to this Agreement (or required to be   satisfied in order for a specific action to be permitted under this   Agreement) shall be calculated by dividing the appropriate component by the   other component, carrying #89847286v15 


    




 










the result to   one place more than the number of places by which such ratio is expressed   herein and rounding the result up or down to the nearest number.   1.5References to Agreements, Laws, Etc.Unless otherwise expressly provided   herein, (a) references to organizational documents, agreements (including the   Credit Documents), and other Contractual Requirements shall be deemed to   include all subsequent amendments, restatements, amendment and restatements,   extensions, supplements, modifications, replacements, refinancings, renewals,   or increases, but only to the extent that such amendments, restatements,   amendment and restatements, extensions, supplements, modifications,   replacements, refinancings, renewals, or increases are permitted by any   Credit Document; and (b) references to any Requirements of Law shall include   all statutory and regulatory provisions consolidating, amending, replacing,   supplementing, or interpreting such Requirements of Law. 1.6 Exchange Rates.   Notwithstanding the foregoing, for purposes of any determination under   Section 9, Section 10 or Section 11 or any determination under any other   provision of this Agreement expressly requiring the use of a current exchange   rate, all amounts incurred, outstanding, or proposed to be incurred or   outstanding in currencies other than Dollars shall be translated into Dollars   at the Spot Rate; provided, however, that for purposes of determining   compliance with Section 10 with respect to the amount of any Indebtedness,   Restricted Investment, Lien, Asset Sale, or Restricted Payment in a currency   other than Dollars, no Default or Event of Default shall be deemed to have   occurred solely as a result of changes in rates of exchange occurring after   the time such Indebtedness, Lien or Restricted Investment is incurred or   after such Asset Sale or Restricted Payment is made; provided that, for the   avoidance of doubt, the foregoing provisions of this Section 1.6 shall   otherwise apply to such Sections, including with respect to determining   whether any Indebtedness, Lien, or Investment may be incurred or Asset Sale   or Restricted Payment made at any time under such Sections. For purposes of   any determination of Consolidated Total Debt or Consolidated First Lien   Secured Debt, amounts in currencies other than Dollars shall be translated   into Dollars at the currency exchange rates used in preparing the most   recently delivered Section 9.1 Financials. 1.7 Rates. The Administrative   Agent does not warrant, nor accept responsibility, nor shall the   Administrative Agent have any liability with respect to the administration,   submission, or any other matter related to the rates in the definition of   LIBOR Rate or with respect to any comparable or successor rate thereto. 1.8   Times of Day. Unless otherwise specified, all references herein to times of   day shall be references to Eastern time (daylight or standard, as   applicable). 1.9 Timing of Payment or Performance. Except as otherwise   provided herein, when the payment of any obligation or the performance of any   covenant, duty, or obligation is stated to be due or performance required on   (or before) a day which is not a Business Day, the date of such payment   (other than as described in the definition of Interest Period) or performance   shall extend to the immediately succeeding Business Day, and such extension   of time shall be reflected in computing interest or fees, as the case may be.   1.10 Certifications. All certifications to be made hereunder by an officer or   representative of a Credit Party shall be made by such a Person in his or her   capacity solely as an officer or a representative of such Credit Party, on   such Credit Party’s behalf and not in such Person’s individual capacity. 1.11   [reserved] . #89847286v15 


    




 










1.12 Pro Forma   and Other Calculations. (a) For purposes of calculating the Consolidated   First Lien Secured Debt to Consolidated EBITDA Ratio, Consolidated Total Debt   to Consolidated EBITDA Ratio, Investments, acquisitions, dispositions,   mergers, consolidations, and disposed operations (as determined in accordance   with GAAP) that have been made by the Borrower or any Restricted Subsidiary   during the Test Period or subsequent to such Test Period and on or prior to   or simultaneously with the date of determination shall be calculated on a Pro   Forma Basis assuming that all such Investments, acquisitions, dispositions,   mergers, consolidations, and disposed operations (and the change in any   associated fixed charge obligations and the change in Consolidated EBITDA   resulting therefrom) had occurred on the first day of the Test Period. If,   since the beginning of such period, any Person (that subsequently became a   Restricted Subsidiary or was merged with or into the Borrower or any   Restricted Subsidiary since the beginning of such period) shall have made any   Investment, acquisition, disposition, merger, consolidation, or disposed   operation that would have required adjustment pursuant to this definition,   then the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio   and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated   giving Pro Forma Effect thereto for such Test Period as if such Investment,   acquisition, disposition, merger, consolidation, or disposed operation had   occurred at the beginning of the Test Period. For purposes of calculating   whether Indebtedness is permitted to be incurred under this Agreement   pursuant to any measurement of the Consolidated First Lien Debt to   Consolidated EBITDA Ratio or the Consolidated Total Debt to Consolidated   EBITDA Ratio, the proceeds of such Indebtedness shall not be deducted from   the numerator of such ratio. (b) Whenever Pro Forma Effect is to be given to   a transaction, the pro forma calculations shall be made in good faith by a   responsible financial or accounting officer of the Borrower (and may include,   for the avoidance of doubt and without duplication, cost savings, and   operating expense reductions resulting from such Investment, acquisition,   merger, or consolidation which is being given Pro Forma Effect that have been   or are expected to be realized; provided that such costs savings and   operating expense reductions are made in compliance with the definition of   Pro Forma Adjustment). If any Indebtedness bears a floating rate of interest   and is being given Pro Forma Effect, the interest on such Indebtedness shall   be calculated as if the rate in effect on the date of determination had been   the applicable rate for the entire period (taking into account for such   entire period, any Hedging Obligation applicable to such Indebtedness with a   remaining term of 12 months or longer, and in the case of any Hedging   Obligation applicable to such Indebtedness with a remaining term of less than   12 months, taking into account such Hedging Obligation to the extent of its   remaining term). Interest on a Capitalized Lease Obligation shall be deemed   to accrue at an interest rate reasonably determined by a responsible   financial or accounting officer of the Borrower to be the rate of interest   implicit in such Capitalized Lease Obligation in accordance with GAAP. For   purposes of making the computation referred to above, interest on any   Indebtedness under a revolving credit facility computed on a Pro Forma Basis   shall be computed based upon the average daily balance of such Indebtedness   during the applicable period (or, if lower, the greater of (i) maximum   commitments under such revolving credit facilities as of the date of   determination and (ii) the aggregate principal amount of loans outstanding   under such a revolving credit facilities on such date). Interest on   Indebtedness that may optionally be determined at an interest rate based upon   a factor of a prime or similar rate, a eurocurrency interbank offered rate,   or other rate, shall be deemed to have been based upon the rate actually   chosen, or, if none, then based upon such optional rate chosen as the   Borrower may designate. #89847286v15 


    




 









 



(c)   Notwithstanding anything to the contrary in this Section 1.12 or in any   classification under GAAP of any Person, business, assets or operations in   respect of which a definitive agreement for the disposition thereof has been   entered into as discontinued operations, no Pro Forma Effect shall be given   to any discontinued operations (and the EBITDA attributable to any such   Person, business, assets or operations shall not be excluded for any purposes   hereunder) until such disposition shall have been consummated. (d) Any   determination of Consolidated Total Assets shall be made by reference to the   last day of the Test Period most recently ended on or prior to the relevant   date of determination. #89847286v15 


    




 










(e) Except as   otherwise specifically provided herein, all computations of Excess Cash Flow,   Consolidated Total Assets, Available Amount, Consolidated First Lien Secured   Debt to Consolidated EBITDA Ratio, Consolidated Total Debt to Consolidated   EBITDA Ratio and other financial ratios and financial calculations (and all   definitions (including accounting terms) used in determining any of the   foregoing) and all computations and all definitions (including accounting   terms) used in determining compliance with Section 10.9 shall be calculated, in   each case, with respect to the Borrower and the Restricted Subsidiaries on a   consolidated basis. (f) All leases of any Person that are or would be   characterized as operating leases in accordance with GAAP immediately prior   to December 31, 2015 (whether or not such operating leases were in effect on   such date) shall continue to be accounted for as operating leases (and not as   Capital Leases) for purposes of this Agreement regardless of any change in   GAAP following the date that would otherwise require such leases to be   recharacterized as Capital Leases. Section 2. Amount and Terms of Credit. 2.1   Commitments. (a) Subject to and upon the terms and conditions herein set   forth, each Lender having an Initial Term Loan Commitment severally agrees to   make a loan or loans in Dollars (each, an “Initial Term Loan”) to the   Borrower on the Closing Date, which Initial Term Loans shall not exceed for   any such Lender the Initial Term Loan Commitment of such Lender and in the   aggregate shall not exceed $900,000,000. Such Term Loans (i) may at the   option of the Borrower be incurred and maintained as, and/or converted into,   ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the   Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided   herein, consist entirely of Term Loans of the same Type, (ii) may be repaid   or prepaid (without premium or penalty other than as set forth in Section   5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid,   may not be reborrowed, (iii) shall not exceed for any such Lender the Initial   Term Loan Commitment of such Lender, and (iv) shall not exceed in the   aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan   Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in   Dollars. (b) Subject to and upon the terms and conditions herein set forth   each Revolving Credit Lender severally agrees to make Revolving Credit Loans   denominated in Dollars to the Borrower from its applicable lending office   (each, a “Revolving Credit Loan”) in an aggregate principal amount not to   exceed at any time outstanding the amount of such Revolving Credit Lender’s   Revolving Credit Commitment (and not to exceed, prior to the Waiver   Finalization Date, the Waiver Period Sublimit), provided that any of the   foregoing such Revolving Credit Loans (A) shall be made at any time and from   time to time on and after the Closing Date and prior to the Revolving Credit   Maturity Date, (B) may, at the option of the Borrower be incurred and maintained   as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit   Loans; provided that all Revolving Credit Loans made by each of the Lenders   pursuant to the same Borrowing shall, unless otherwise specifically provided   herein, consist entirely of Revolving Credit Loans of the same Type, (C) may   be repaid (without premium or penalty) and reborrowed in accordance with the   provisions hereof, (D) shall not, for any Lender at any time, after giving   effect thereto and to the application of the proceeds thereof, result in such   Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class   of Revolving Loans at such time exceeding such Revolving Credit Lender’s   Revolving Credit Commitment in respect of such Class of Revolving Loan at such   time and (E) shall not, after giving effect thereto and to the application of   the proceeds thereof, result at any time in the aggregate amount of the   Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding   the Total Revolving Credit Commitment then in effect or the aggregate amount   of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of   Revolving Loans at such time exceeding the aggregate Revolving Credit   Commitment with respect to #89847286v15 


    




 










such Class. (c)   Subject to and upon the terms and conditions herein set forth, the Swingline   Lender in its individual capacity agrees, at any time and from time to time   on and after the Closing Date and prior to the Swingline Maturity Date, to   make a loan or loans (each, a “Swingline Loan” and, collectively the   “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR   Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c),   (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv)   shall not, after giving effect thereto and to the application of the proceeds   thereof, result at any time in the aggregate amount of the Revolving Credit   Lenders’ Revolving Credit Exposures at such time exceeding the Total   Revolving Credit Commitments at such time and (v) may be repaid and   reborrowed in accordance with the provisions hereof. So long as any Lender is   a Defaulting Lender, the Swingline Lender may require, in its sole   discretion, as a condition precedent to the issuance, amendment or increase   of any Swingline Loan, that the Borrower Cash Collateralize such Swingline   Loan in an amount equal to the Swingline Lender’s Fronting Exposure   immediately prior to, or simultaneously with, the issuance, amendment or   increase of such Swingline Loan. On the Swingline Maturity Date, all   Swingline Loans shall be repaid in full. The Swingline Lender shall not make   any Swingline Loan after receiving a written notice from the Borrower, the   Administrative Agent or the Required Lenders stating that a Default or Event   of Default exists and is continuing until such time as the Swingline Lender   shall have received written notice of (i) rescission of all such notices from   the party or parties originally delivering such notice or (ii) the waiver of   such Default or Event of Default in accordance with the provisions of Section   13.1. (d) On any Business Day, the Swingline Lender may, in its sole   discretion, give notice to each Revolving Credit Lender that all   then-outstanding Swingline Loans shall be funded with a Borrowing of   Revolving Credit Loans (provided that, if no such notice is given by the   Swingline Lender within seven days of making any Swingline Loan, notice to   each Revolving Credit Lender shall be deemed to be provided by the Swingline   Lender in accordance with this Section 2.1(d), in which case (i) Revolving   Credit Loans constituting ABR Loans shall be made on the immediately   succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by   each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s   Revolving Credit Commitment Percentage, and the proceeds thereof shall be   applied directly to the Swingline Lender to repay the Swingline Lender for   such outstanding Swingline Loans. Each Revolving Credit Lender hereby   irrevocably agrees to make such Revolving Credit Loans upon one Business   Day’s notice pursuant to each Mandatory Borrowing in the amount and in the   manner specified in the preceding sentence and on the date specified to it in   writing by the Swingline Lender notwithstanding (i) that the amount of the   Mandatory Borrowing may not comply with the minimum amount for each Borrowing   specified in Section 2.2, (ii) whether any conditions specified in Section 7   are then satisfied, (iii) whether a Default or an Event of Default has   occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v)   any reduction in the Total Revolving Credit Commitment after any such   Swingline Loans were made. In the event that, in the sole judgment of the   Swingline Lender, any Mandatory Borrowing cannot for any reason be made on   the date otherwise required above (including as a result of the commencement   of a proceeding under the Bankruptcy Code in respect of the Borrower), each   Revolving Credit Lender hereby agrees that it shall forthwith purchase from   the Swingline Lender (without recourse or warranty) such participation of the   outstanding Swingline Loans as shall be necessary to cause the Lenders to   share in such Swingline Loans ratably based upon their respective Revolving   Credit Commitment Percentages; provided that all principal and interest   payable on such Swingline Loans shall be for the account of the Swingline   Lender until the date the respective participation is purchased and, to the   extent attributable to the purchased participation, shall be payable to such   Lender purchasing same from and after such date of purchase. #89847286v15 


    




 










(e) If any   Revolving Credit Lender fails to make available to the Administrative Agent   for the account of the Swingline Lender any amount required to be paid by   such Lender pursuant to the Section 2.1(d) by the date specified for such   payment, the Swingline Lender shall be entitled to recover from such Lender   (acting through the Administrative Agent), on demand, such amount with   interest thereon for the period from the date such payment is required to the   date on which such payment is immediately available to the Swingline Lender   at a rate per annum equal to the greater of the Federal Funds Effective Rate   and a rate determined by the Swingline Lender in accordance with banking   industry rules on interbank compensation, plus any administrative, processing   or similar fees customarily charged by the Swingline Lender in connection   with the foregoing. If such Lender pays such amount (with interest and fees   as aforesaid), the amount so paid shall constitute such Lender’s committed   Loan included in the relevant committed Borrowing or funded participation in   the relevant Swingline Loan, as the case may be. A certificate of the   Swingline Lender submitted to any Lender (through the Administrative Agent)   with respect to any amounts owing under this clause (e) shall be conclusive   absent manifest error. (f)If the maturity date shall have occurred in respect   of any tranche of Revolving Credit Commitments (the “Expiring Credit   Commitment”) at a time when another tranche or tranches of Revolving Credit   Commitments is or are in effect with a longer maturity date (each a   “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit   Commitments”), then with respect to each outstanding Swingline Loan, if   consented to by the Swingline Lender (such consent not to be unreasonably   withheld, conditioned or delayed), on the earliest occurring maturity date   such Swingline Loan shall be deemed reallocated to the tranche or tranches of   the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to   the extent that the amount of such reallocation would cause the aggregate   credit exposure to exceed the aggregate amount of such Non-Expiring Credit   Commitments, immediately prior to such reallocation the amount of Swingline   Loans to be reallocated equal to such excess shall be repaid or Cash   Collateralized and (y) notwithstanding the foregoing, if a Default or Event   of Default has occurred and is continuing, the Borrower shall still be   obligated to pay Swingline Loans allocated to the Revolving Credit Lenders   holding the Expiring Credit Commitments at the maturity date of the Expiring   Credit Commitment or if the Loans have been accelerated prior to the maturity   date of the Expiring Credit Commitment. Upon the maturity date of any tranche   of Revolving Credit Commitments, the sublimit for Swingline Loans may be   reduced as agreed between the Swingline Lender and the Borrower, without the   consent of any other Person. 2.2 Minimum Amount of Each Borrowing; Maximum   Number of Borrowings. The aggregate principal amount of each Borrowing of (i)   Term Loans shall be in a minimum amount of at least the Minimum Borrowing Amount   for such Type of Loans and in a multiple of $100,000 in excess thereof, (ii)   Revolving Credit Loans shall be in a minimum amount of at least the Minimum   Borrowing Amount for such Type of Loans and in a multiple of $50,000 in   excess thereof and (iii) Swingline Loans shall be in a minimum amount of   $500,000 and in a multiple of $100,000 in excess thereof (except that   Mandatory Borrowings shall be made in the amounts required by Section 2.1(c)   and Revolving Credit Loans to reimburse the Letter of Credit Issuer with   respect to any Unpaid Drawing shall be made in the amounts required by   Section 3.3 or Section 3.4, as applicable). More than one Borrowing may be   incurred on any date; provided that at no time shall there be outstanding   more than eight Borrowings of LIBOR Loans that are Term Loans and six   Borrowings of LIBOR Loans that are Revolving Credit Loans and three   Borrowings of LIBOR Loans for each additional Class of Loans. 2.3 Notice of   Borrowing. (a) The Borrower shall give the Administrative Agent at the   Administrative Agent’s Office prior to 12:00 p.m. (New York City time) at   least one Business Day’s prior written notice in the case of a #89847286v15 


    




 










Borrowing of   Initial Term Loans to be made on the Closing Date if such Initial Term Loans   are to be LIBOR Loans or ABR Loans. Such notice (a “Notice of Borrowing”)   shall specify (A) the aggregate principal amount of the Term Loans to be   made, (B) the date of the Borrowing (which shall be the Closing Date) and (C)   whether the Term Loans shall consist of ABR Loans and/or LIBOR Loans and, if   the Term Loans are to include LIBOR Loans, the Interest Period to be   initially applicable thereto. If no election as to the Type of Borrowing is   specified in any such notice, then the requested Borrowing shall be an ABR   Borrowing. If no Interest Period with respect to any Borrowing of LIBOR Loans   is specified in any such notice, then the Borrower shall be deemed to have selected   an Interest Period of one month’s duration. The Administrative Agent shall   promptly advise the applicable Lenders of any notice given pursuant to this   Section 2.3(a) (and the contents thereof), and of each Lender’s pro rata   share of the requested Borrowing. (b) Whenever the Borrower desires to incur   Revolving Credit Loans (other than borrowings to repay Unpaid Drawings), than   the Borrower shall give the Administrative Agent at the Administrative   Agent’s Office, (i) prior to 12:00 noon (New York City Time) at least three   Business Days’ prior written notice of each Borrowing of LIBOR Loans that are   Revolving Credit Loans and (ii) prior to 10:00 a.m. (New York City time) on   the Business Day prior to such Borrowing prior written notice ofeach   Borrowing of Revolving Credit Loans that are ABR Loans. Each such Notice of   Borrowing, except as otherwise expressly provided in Section 2.10, shall   specify (A) the aggregate principal amount of the Revolving Credit Loans to   be made pursuant to such Borrowing, (B) the date of Borrowing (which shall be   a Business Day) and (C) whether the respective Borrowing shall consist of ABR   Loans or LIBOR Loans that are Revolving Credit Loans and, if LIBOR Loans that   are Revolving Credit Loans, the Interest Period to be initially applicable   thereto. The Administrative Agent shall promptly give each Revolving Credit   Lender written notice of each proposed Borrowing of Revolving Credit Loans,   of such Lender’s Revolving Credit Commitment Percentage thereof, of the   identity of the Borrower, and of the other matters covered by the related   Notice of Borrowing. (c) Whenever the Borrower desires to incur Swingline   Loans hereunder, the Borrower shall give the Swingline Lender written notice   in the form of Exhibit J with a copy to the Administrative Agent of each   Borrowing of Swingline Loans prior to 11:00 a.m. (New York City time) on the   date of such Borrowing. Each such notice shall specify (x) the aggregate   principal amount of the Swingline Loans to be made pursuant to such Borrowing   and (y) the date of Borrowing (which shall be a Business Day). (d) Mandatory   Borrowings shall be made upon the notice specified in Section 2.1(c), with   the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan,   to the making of Mandatory Borrowings as set forth in such Section.   (e)Borrowings to reimburse Unpaid Drawings shall be made upon the notice   specified in Section 3.4(a). (f) Without in any way limiting the obligation   of the Borrower to confirm in writing any notice it shall give hereunder by telephone   (which obligation is absolute), the Administrative Agent may act prior to   receipt of written confirmation without liability upon the basis of such   telephonic notice believed by the Administrative Agent in good faith to be   from an Authorized Officer of the Borrower. 2.4 Disbursement of Funds. (a) No   later than 2:00 p.m. (New York City time) on the date specified in each   Notice of Borrowing (including Mandatory Borrowings but not any Borrowing of   Swingline Loans), each Lender shall make available its pro rata portion, if   any, of each Borrowing requested to be made on such date in #89847286v15 


    




 










the manner   provided below; provided that on the Closing Date, such funds may be made   available at such earlier time as may be agreed among the Lenders, the   Borrower, and the Administrative Agent for the purpose of consummating the   Transactions; provided, further, that all Swingline Loans shall be made   available to the Borrower in the full amount thereof by the Swingline Lender   no later than 4:00 p.m. (New York City time). (b) Each Lender shall make   available all amounts it is to fund to the Borrower under any Borrowing for   its applicable Commitments, and in immediately available funds, to the   Administrative Agent at the Administrative Agent’s Office and the   Administrative Agent will (except in the case of Mandatory Borrowings and   Borrowings to repay Unpaid Drawings) make available to the Borrower, by   depositing to an account designated by the Borrower to the Administrative   Agent the aggregate of the amounts so made available in Dollars. Unless the   Administrative Agent shall have been notified by any Lender prior to the date   of any such Borrowing that such Lender does not intend to make available to   the Administrative Agent its portion of the Borrowing or Borrowings to be   made on such date, the Administrative Agent may assume that such Lender has   made such amount available to the Administrative Agent on such date of   Borrowing, and the Administrative Agent, in reliance upon such assumption,   may (in its sole discretion and without any obligation to do so) make   available to the Borrower a corresponding amount. If such corresponding   amount is not in fact made available to the Administrative Agent by such   Lender and the Administrative Agent has made available such amount to the   Borrower, the Administrative Agent shall be entitled to recover such   corresponding amount from such Lender. If such Lender does not pay such   corresponding amount forthwith upon the Administrative Agent’s demand   therefor the Administrative Agent shall promptly notify the Borrower and the   Borrower shall immediately pay such corresponding amount to the   Administrative Agent in Dollars. The Administrative Agent shall also be   entitled to recover from such Lender or the Borrower interest on such   corresponding amount in respect of each day from the date such corresponding   amount was made available by the Administrative Agent to the Borrower to the   date such corresponding amount is recovered by the Administrative Agent, at a   rate per annum equal to (i) if paid by such Lender, the Overnight Rate or   (ii) if paid by the Borrower, the then-applicable rate of interest or fees,   calculated in accordance with Section 2.8, for the respective Loans. (c)   Nothing in this Section 2.4 shall be deemed to relieve any Lender from its   obligation to fulfill its commitments hereunder or to prejudice any rights   that the Borrower may have against any Lender as a result of any default by   such Lender hereunder (it being understood, however, that no Lender shall be responsible   for the failure of any other Lender to fulfill its commitments hereunder).   2.5 Repayment of Loans; Evidence of Debt. (a) The Borrower shall repay to the   Administrative Agent, for the benefit of the Initial Term Loan Lenders, on   the Initial Term Loan Maturity Date, the then outstanding Initial Term Loans.   The Borrower shall repay to the Administrative Agent for the benefit of the   Revolving Credit Lenders, on the Revolving Credit Maturity Date, the then   outstanding Revolving Credit Loans. The Borrower shall repay to the   Administrative Agent for the benefit of the Revolving Credit Lenders, on each   Extended Revolving Loan Maturity Date, the then outstanding amount of   Extended Revolving Credit Loans. The Borrower shall repay to the   Administrative Agent for the benefit of the Incremental Revolving Loan   Lenders, on each Incremental Revolving Credit Maturity Date, the then   outstanding amount of Incremental Revolving Credit Loans. The Borrower shall   repay to the Swingline Lender, on the Swingline Maturity Date, the then   outstanding Swingline Loans. (b) The Borrower shall repay to the   Administrative Agent, for the benefit of the Initial Term Loan Lenders, (i)   on the last Business Day of each of March, June, September and December,   #89847286v15 


    




 










commencing with   the fiscal quarter ending on June 30, 2017 (each such date, an “Initial Term   Loan Repayment Date”), a principal amount of Term Loans equal to the   aggregate outstanding principal amount of Initial Term Loans made on the Closing   Date multiplied by 0.25% and (ii) on the Initial Term Loan Maturity Date, any   remaining outstanding amount of Initial Term Loans (the repayment amounts in   clauses (i) and (ii) above, each, an “Initial Term Loan Repayment Amount”) .   (c) In the event that any New Term Loans are made, such New Term Loans shall,   subject to Section 2.14(d), be repaid by the Borrower in the amounts (each, a   “New Term Loan Repayment Amount”) and on the dates (each a “New Term Loan   Repayment Date”) set forth in the applicable Joinder Agreement. In the event   that any Incremental Revolving Credit Loans are made, such Incremental   Revolving Credit Loans shall, subject to Section 2.14(e), be repaid by the   Borrower in the amounts (each, a “New Revolving Loan Repayment Amount”) and   on the dates (each a “New Revolving Loan Repayment Date”) set forth in the   applicable Joinder Agreement. In the event that any Extended Term Loans are   established, such Extended Term Loans shall, subject to Section 2.14(g), be   repaid by the Borrower in the amounts (each such amount with respect to any   Extended Repayment Date, an “Extended Term Loan Repayment Amount”) and on the   dates (each, an “Extended Repayment Date”) set forth in the applicable   Extension Amendment. (d) Each Lender shall maintain in accordance with its   usual practice an account or accounts evidencing the Indebtedness of the   Borrower to the appropriate lending office of such Lender resulting from each   Loan made by such lending office of such Lender from time to time, including   the amounts of principal and interest payable and paid to such lending office   of such Lender from time to time under this Agreement. (e) The Administrative   Agent shall maintain the Register pursuant to Section 13.6(b), and a   subaccount for each Lender, in which Register and subaccounts (taken   together) shall be recorded (i) the amount of each Loan made hereunder,   whether such Loan is an Initial Term Loan, New Term Loan, Revolving Credit   Loan, New Revolving Credit Loan, Additional Revolving Credit Loan,   Incremental Revolving Credit Loan or Swingline Loan, the Type of each Loan   made, the name of the Borrower and the Interest Period, if any, applicable   thereto, (ii) the amount of any principal or interest due and payable or to   become due and payable from the Borrower to each Lender hereunder and (iii)   the amount of any sum received by the Administrative Agent hereunder from the   Borrower and each Lender’s share thereof. (f) The entries made in the   Register and accounts and subaccounts maintained pursuant to clauses (d) and   (e) of this Section 2.5 shall, to the extent permitted by applicable law, be   prima facie evidence of the existence and amounts of the obligations of the   Borrower therein recorded; provided, however, that, in the event of any   inconsistency between the Register and any such account or subaccount, the   Register shall govern; provided, further, that the failure of any Lender, the   Administrative Agent or the Swingline Lender to maintain such account, such   Register or subaccount, as applicable, or any error therein, shall not in any   manner affect the obligation of the Borrower to repay (with applicable   interest) the Loans made to the Borrower by such Lender in accordance with   the terms of this Agreement. (g) The Borrower hereby agrees that, upon   request of any Lender at any time and from time to time after the Borrower   has made an initial borrowing hereunder, the Borrower shall provide to such   Lender, at the Borrower’s own expense, a promissory note, substantially in   the form of Exhibit G-1 or Exhibit G-2, as applicable, evidencing the Initial   Term Loans, New Term Loans, Revolving Loans and Swingline Loans owing to such   Lender. Thereafter, unless otherwise agreed to by the applicable Lender, the   Loans evidenced by such promissory note and interest thereon shall at all   times (including after assignment pursuant to Section 13.6) be represented by   one or more promissory notes in such form #89847286v15 


    




 










payable to the   order of the payee named therein (or, if requested by such payee, to such   payee and its registered assigns). 2.6 Conversions and Continuations. (a)   Subject to the penultimate sentence of this clause (a), (x) the Borrower   shall have the option on any Business Day to convert all or a portion equal   to at least $5,000,000 of the outstanding principal amount of Term Loans of   one Type or Revolving Credit Loans of one Type into a Borrowing or Borrowings   of another Type and (y) the Borrower shall have the option on any Business   Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR   Loans for an additional Interest Period; provided that (i) no partial   conversion of LIBOR Loans shall reduce the outstanding principal amount of   LIBOR Loans made pursuant to a single Borrowing to less than the Minimum   Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Loans if an   Event of Default is in existence on the date of the conversion and the   Administrative Agent has or the Required Lenders have determined in its or   their sole discretion not to permit such conversion, (iii) LIBOR Loans may   not be continued as LIBOR Loans for an additional Interest Period if an Event   of Default is in existence on the date of the proposed continuation and the   Administrative Agent has or the Required Lenders have determined in its or   their sole discretion not to permit such continuation, and (iv) Borrowings   resulting from conversions pursuant to this Section 2.6 shall be limited in   number as provided in Section 2.2. Each such conversion or continuation shall   be effected by the Borrower by giving the Administrative Agent prior written   notice at the Administrative Agent’s Office prior to 12:00 noon (New York   City time) at least (i) three Business Days prior, in the case of a   continuation of or conversion to LIBOR Loans (other than in the case of a   notice delivered on the Closing Date, which shall be deemed to be effective   on the Closing Date), or (ii) 10:00 a.m. (New York City time) on the Business   Day prior, in the case of a conversion into ABR Loans (each, a “Notice of   Conversion or Continuation” substantially in the form of Exhibit J)   specifying the Loans to be so converted or continued, the Type of Loans to be   converted or continued into and, if such Loans are to be converted into or   continued as LIBOR Loans, the Interest Period to be initially applicable   thereto. If no Interest Period is specified in any such notice with respect   to any conversion to or continuation as a LIBOR Loan, the Borrower shall be   deemed to have selected an Interest Period of one month’s duration. The   Administrative Agent shall give each applicable Lender notice as promptly as   practicable of any such proposed conversion or continuation affecting any of   its Loans. (b) If any Event of Default is in existence at the time of any   proposed continuation of any LIBOR Loans denominated in Dollars and the   Administrative Agent has or the Required Lenders have determined in its or   their sole discretion not to permit such continuation, such LIBOR Loans shall   be automatically converted on the last day of the current Interest Period   into ABR Loans. If upon the expiration of any Interest Period in respect of   LIBOR Loans, the Borrower has failed to elect a new Interest Period to be   applicable thereto as provided in clause (a), the Borrower shall be deemed to   have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR   Loans, effective as of the expiration date of such current Interest Period.   2.7 Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this   Agreement shall be made by the Lenders pro rata on the basis of their then-applicable   Initial Term Loan Commitments. Each Borrowing of Revolving Credit Loans under   this Agreement shall be made by the Lenders pro rata on the basis of their   then-applicable Revolving Credit Commitment Percentages. Each Borrowing of   New Term Loans under this Agreement shall be made by the Lenders pro rata on   the basis of their then-applicable New Term Loan Commitments. Each Borrowing   of Incremental Revolving Credit Loans under this Agreement shall be made by   the Lenders pro rata on the basis of their then-applicable Incremental   Revolving Credit Commitments. It is understood that (a) no Lender shall be   responsible for #89847286v15 


    




 










any default by   any other Lender in its obligation to make Loans hereunder and that each   Lender severally but not jointly shall be obligated to make the Loans   provided to be made by it hereunder, regardless of the failure of any other   Lender to fulfill its commitments hereunder and (b) other than as expressly   provided herein with respect to a Defaulting Lender, failure by a Lender to   perform any of its obligations under any of the Credit Documents shall not   release any Person from performance of its obligation, under any Credit   Document. 2.8 Interest. (a) The unpaid principal amount of each ABR Loan   shall bear interest from the date of the Borrowing thereof until maturity   (whether by acceleration or otherwise) at a rate per annum that shall at all   times be the Applicable Margin for ABR Loans plus the ABR, in each case, in   effect from time to time. (b) The unpaid principal amount of each LIBOR Loan   shall bear interest from the date of the Borrowing thereof until maturity   thereof (whether by acceleration or otherwise) at a rate per annum that shall   at all times be the Applicable Margin for LIBOR Loans plus the relevant   Adjusted LIBOR Rate. (c) If an Event of Default has occurred and is   continuing, if all or a portion of (i) the principal amount of any Loan or (ii)   any interest payable thereon or any other amount payable hereunder shall not   be paid when due (whether at the stated maturity, by acceleration or   otherwise), such overdue amount shall bear interest at a rate per annum (the   “Default Rate”) that is (x) in the case of overdue principal, the rate that   would otherwise be applicable thereto plus 2.00% or (y) in the case of any   other overdue amount, including overdue interest, to the extent permitted by   applicable law,the rate described in Section 2.8(a) for the applicable Class   plus 2.00% from the date of such non-payment to the date on which such amount   is paid in full (after as well as before judgment). (d) Interest on each Loan   shall accrue from and including the date of any Borrowing to but excluding   the date of any repayment thereof and shall be payable in Dollars; provided   that any Loan that is repaid on the same date on which it is made shall bear   interest for one day. Except as provided below, interest shall be payable (i)   in respect of each ABR Loan, quarterly in arrears on the last Business Day of   each fiscal quarter of the Borrower, (ii) in respect of each LIBOR Loan, on   the last day of each Interest Period applicable thereto and, in the case of   an Interest Period in excess of three months, on each date occurring at   three-month intervals after the first day of such Interest Period, and (iii)   in respect of each Loan, (A) on any prepayment in respect thereof, (B) at   maturity (whether by acceleration or otherwise), and (C) after such maturity,   on demand. (e) All computations of interest hereunder shall be made in   accordance with Section 5.5. (f) The Administrative Agent, upon determining   the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the   Borrower and the relevant Lenders thereof. Each such determination shall,   absent clearly demonstrable error, be final and conclusive and binding on all   parties hereto. 2.9Interest Periods. At the time the Borrower gives a Notice   of Borrowing or Notice of Conversion or Continuation in respect of the making   of, or conversion into or continuation as, a Borrowing of LIBOR Loans in   accordance with Section 2.6(a), the Borrower shall give the Administrative   Agent written notice of the Interest Period applicable to such Borrowing,   which Interest Period shall, at the option of the Borrower, be a one, two,   three or six month period (or if approved by all #89847286v15 


    




 










the Lenders   making such LIBOR Loans as determined by such Lenders in good faith based on   prevailing market conditions, a twelve month or shorter period).   Notwithstanding anything to the contrary contained above: (a) the initial   Interest Period for any Borrowing of LIBOR Loans shall commence on the date   of such Borrowing (including the date of any conversion from a Borrowing of   ABR Loans) and each Interest Period occurring thereafter in respect of such   Borrowing shall commence on the day on which the next preceding Interest   Period expires; (b)if any Interest Period relating to a Borrowing of LIBOR   Loans begins on the last Business Day of a calendar month or begins on a day   for which there is no numerically corresponding day in the calendar month at   the end of such Interest Period, such Interest Period shall end on the last   Business Day of the calendar month at the end of such Interest Period; (c)if   any Interest Period would otherwise expire on a day that is not a Business   Day, such Interest Period shall expire on the next succeeding Business Day;   provided that if any Interest Period in respect of a LIBOR Loan would   otherwise expire on a day that is not a Business Day but is a day of the   month after which no further Business Day occurs in such month, such Interest   Period shall expire on the immediately preceding Business Day; and (d) the   Borrower shall not be entitled to elect any Interest Period in respect of any   LIBOR Loan if such Interest Period would extend beyond the Maturity Date of   such Loan. 2.10 Increased Costs, Illegality, Etc. (a) In the event that (x)   in the case of clause (i) below, the Administrative Agent and (y) in the case   of clauses (ii) and (iii) below, the Required Term Loan Lenders (with respect   to Term Loans) or the Required Revolving Credit Lenders (with respect to   Revolving Credit Commitments) shall have reasonably determined (which   determination shall, absent clearly demonstrable error, be final and   conclusive and binding upon all parties hereto): (i) on any date for   determining the Adjusted LIBOR Rate for any Interest Period that (x) deposits   in the principal amounts and currencies of the Loans comprising such LIBOR   Borrowing are not generally available in the relevant market or (y) by reason   of any changes arising on or after the Closing Date affecting the interbank   LIBOR market, adequate and fair means do not exist for ascertaining the   applicable interest rate on the basis provided for in the definition of   Adjusted LIBOR Rate; or (ii) shall subject any Credit Party to any Taxes   (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan   principal, letters of credit, commitments or other obligations, or its   deposits, reserves, other liabilities or capital attributable thereto; or   (iii) at any time, that such Lenders shall incur increased costs or   reductions in the amounts received or receivable hereunder with respect to   any LIBOR Loans (other than Taxes) because of any Change in Law; or (iv)at   any time, that the making or continuance of any LIBOR Loan has become   unlawful by compliance by such Lenders in good faith with any law,   governmental rule, regulation, guideline or order (or would conflict with any   such governmental rule, regulation, #89847286v15 


    




 










guideline or   order not having the force of law even though the failure to comply therewith   would not be unlawful), or has become impracticable as a result of a   contingency occurring after the Closing Date that materially and adversely   affects the interbank LIBOR market; (such Loans, “Impacted Loans”), then, and   in any such event, such Required Term Loan Lenders or Required Revolving   Credit Lenders, as applicable (or the Administrative Agent, in the case of   clause (i) above) shall within a reasonable time thereafter give notice (if   by telephone, confirmed in writing) to the Borrower and to the Administrative   Agent of such determination (which notice the Administrative Agent shall   promptly transmit to each of the other Lenders). Thereafter (x) in the case   of clause (i) above, LIBOR Loans shall no longer be available until such time   as the Administrative Agent notifies the Borrower and the Lenders that the   circumstances giving rise to such notice by the Administrative Agent no   longer exist (which notice the Administrative Agent agrees to give at such   time when such circumstances no longer exist), and any Notice of Borrowing or   Notice of Conversion or Continuation given by the Borrower with respect to   LIBOR Loans that have not yet been incurred shall be deemed rescinded by the   Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to   such Lenders, promptly after receipt of written demand therefor such   additional amounts (in the form of an increased rate of, or a different   method of calculating, interest or otherwise as such Required Term Loan   Lenders or Required Revolving Credit Lenders, as applicable, in their   reasonable discretion shall determine) as shall be required to compensate   such Lenders for such actual increased costs or reductions in amounts   receivable hereunder (it being agreed that a written notice as to the   additional amounts owed to such Lenders, showing in reasonable detail the   basis for the calculation thereof, submitted to the Borrower by such Lenders   shall, absent clearly demonstrable error, be final and conclusive and binding   upon all parties hereto), and (z) in the case of clauses (iii) and (iv)   above, the Borrower shall take one of the actions specified in subclause (x)   or (y), as applicable, of Section 2.10(b) promptly and, in any event, within   the time period required by law. Notwithstanding the foregoing, if the   Administrative Agent has made the determination described in Section   2.10(a)(i)(x), the Administrative Agent, in consultation with the Borrower   and the affected Lenders, may establish an alternative interest rate for the   Impacted Loans, in which case, such alternative rate of interest shall apply   with respect to the Impacted Loans until (1) the Administrative Agent revokes   the notice delivered with respect to the Impacted Loans under clause (x) of   the first sentence of the immediately preceding paragraph, (2) the   Administrative Agent or the affected Lenders notify the Administrative Agent   and the Borrower that such alternative interest rate does not adequately and   fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3)   any Lender determines that any Law has made it unlawful, or that any   Governmental Authority has asserted that it is unlawful, for such Lender or   its applicable lending office to make, maintain or fund Loans whose interest   is determined by reference to such alternative rate of interest or to   determine or charge interest rates based upon such rate or any Governmental   Authority has imposed material restrictions on the authority of such Lender   to do any of the foregoing and provides the Administrative Agent and the   Borrower written notice thereof. (b) At any time that any LIBOR Loan is   affected by thecircumstancesdescribed in Section 2.10(a)(ii), (iii) or (iv),   the Borrower may (and in the case of a LIBOR Loan affected pursuant to   Section 2.10(a)(iii) and (iv) shall) either (x) if a Notice of Borrowing or   Notice of Conversion or Continuation with respect to the affected LIBOR Loan   has been submitted pursuant to Section 2.3 but the affected LIBOR Loan has   not been funded or continued, cancel such requested Borrowing by giving the   Administrative Agent written notice thereof on the same date that the   Borrower was notified by Lenders pursuant to Section 2.10(a)(ii), (iii) or   (iv) or (y) if the affected LIBOR Loan is then outstanding, upon at least   three Business Days’ notice to the Administrative Agent, require the affected   Lender to convert each such LIBOR Loan into an ABR Loan; provided that if   more than one Lender is affected at any time, then all affected Lenders must   be treated in the same manner pursuant to this Section 2.10(b). #89847286v15 


    




 










(c)If, after   the Closing Date, any Change in Law relating to capital adequacy or liquidity   of any Lender or compliance by any Lender or its parent with any Change in   Law relating to capital adequacy or liquidity occurring after the Closing   Date, has or would have the effect of reducing the actual rate of return on   such Lender’s or its parent’s or its Affiliate’s capital or assets as a   consequence of such Lender’s commitments or obligations hereunder to a level   below that which such Lender or its parent or its Affiliate could have   achieved but for such Change in Law (taking into consideration such Lender’s   or its parent’s policies with respect to capital adequacy or liquidity), then   from time to time, promptly after demand by such Lender (with a copy to the   Administrative Agent), the Borrower shall pay to such Lender such actual   additional amount or amounts as will compensate such Lender or its parent for   such actual reduction, it being understood and agreed, however, that a Lender   shall not be entitled to such compensation as a result of such Lender’s   compliance with, or pursuant to any request or directive to comply with, any   law, rule or regulation as in effect on the Closing Date or to the extent   such Lender is not imposing such charges on, or requesting such compensation   from, borrowers (similarly situated to the Borrower hereunder) under   comparable syndicated credit facilities similar to the Credit Facilities.   Each Lender, upon determining in good faith that any additional amounts will   be payable pursuant to this Section 2.10(c), will give prompt written notice   thereof to the Borrower, which notice shall set forth in reasonable detail   the basis of the calculation of such additional amounts, although the failure   to give any such notice shall not, subject to Section 2.13, release or   diminish the Borrower’s obligations to pay additional amounts pursuant to   this Section 2.10(c) promptly following receipt of such notice. (d) If the   Administrative Agent shall have received notice from the Required Lenders   that the Adjusted LIBOR Rate determined or to be determined for such Interest   Period will not adequately and fairly reflect the cost to such Lenders (as   certified by such Lenders) of making or maintaining its affected LIBOR Loans   during such Interest Period, the Administrative Agent shall give telecopy or   telephonic notice thereof to the Borrower and the Lenders as soon as   practicable thereafter (which notice shall include supporting calculations in   reasonable detail). If such notice is given, (i) any LIBOR Loan requested to   be made on the first day of such Interest Period shall be made an ABR Loan,   (ii) any Loans that were to have been converted on the first day of such   Interest Period to LIBOR Loans shall be continued as an ABR Loan and (iii)   any outstanding LIBOR Loans shall be converted, on the first day of such Interest   Period, to ABR Loans. Until such notice has been withdrawn by the   Administrative Agent, no further LIBOR Loans shall be made or continued as   such, nor shall the Borrower have the right to convert ABR Loans to LIBOR   Loans. 2.11 Compensation. If (a) any payment of principal of any LIBOR Loan   is made by the Borrower to or for the account of a Lender other than on the   last day of the Interest Period for such LIBOR Loan as a result of a payment   or conversion pursuant to Sections 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a   result of acceleration of the maturity of the Loans pursuant to Section 11 or   for any other reason, (b) any Borrowing of LIBOR Loans is not made as a   result of a withdrawn Notice of Borrowing or a failure to satisfy borrowing   conditions, (c) any ABR Loan is not converted into a LIBOR Loan as a result   of a withdrawn Notice of Conversion or Continuation, (d) any LIBOR Loan is   not continued as a LIBOR Loan, as the case may be, as a result of a withdrawn   Notice of Conversion or Continuation or (e) any prepayment of principal of   any LIBOR Loan is not made as a result of a withdrawn notice of prepayment   pursuant to Sections 5.1 or 5.2, the Borrower shall, after receipt of a   written request by such Lender (which request shall set forth in reasonable detail   the basis for requesting such amount), promptly pay to the Administrative   Agent for the account of such Lender any amounts required to compensate such   Lender for any additional losses, costs or expenses that such Lender may   reasonably incur as a result of such payment, failure to convert, failure to   continue or failure to prepay, including any loss, cost or expense (excluding   loss of anticipated profits) actually incurred by reason of the liquidation   or reemployment of deposits or other funds acquired by any Lender to fund or   maintain such LIBOR Loan. A certificate of a Lender setting forth the amount   or amounts necessary to compensate such Lender as #89847286v15 


    




 










specified in   this Section 2.11 and setting forth in reasonable detail the manner in which   such amount or amounts were determined shall be delivered to the Borrower and   shall be conclusive, absent manifest error. The obligations of the Borrower   under this Section 2.11 shall survive the payment in full of the Loans and the   termination of this Agreement. 2.12 Change of Lending Office. Each Lender   agrees that, upon the occurrence of any event giving rise to the operation of   Sections 2.10(a)(ii), 2.10(a)(iii), 2.10(b), 3.5 or 5.4 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   another lending office for any Loans affected by such event; provided that   such designation is made on such terms that such Lender and its lending   office suffer no unreimbursed cost or other material economic, legal or   regulatory disadvantage, with the object of avoiding the consequence of the   event giving rise to the operation of any such Section. Nothing in this   Section 2.12 shall affect or postpone any of the obligations of the Borrower   or the right of any Lender provided in Sections 2.10, 3.5 or 5.4. 2.13 Notice   of Certain Costs. Notwithstanding anything in this Agreement to the contrary,   to the extent any notice required by Sections 2.10, 2.11 or 3.5 is given by   any Lender more than 180 days after such Lender has knowledge (or should have   had knowledge) of the occurrence of the event giving rise to the additional   cost, reduction in amounts, loss, or other additional amounts described in such   Sections, such Lender shall not be entitled to compensation under Sections   2.10, 2.11 or 3.5, as the case may be, for any such amounts incurred or   accruing prior to the 181st day prior to the giving of such notice to the   Borrower. 2.14 Incremental Facilities. (a) The Borrower may, by written   notice to Administrative Agent, elect to request the establishment of one or   more (x) additional tranches of term loans or increases in Term Loans of any   Class (the commitments thereto, the “New Term Loan Commitments”), (y)   increases in Revolving Credit Commitments of any Class (the “New Revolving   Credit Commitments”), and/or (z) additional tranches of Revolving Credit   Commitments (the “Additional Revolving Credit Commitments” and, together with   the New Revolving Credit Commitments, the “Incremental Revolving Credit   Commitments”; together with the New Term Loan Commitments and the New   Revolving Credit Commitments, the “New Loan Commitments”), by an aggregate   amount not in excess of the Maximum Incremental Facilities Amount in the   aggregate and not less than $10,000,000 individually (or such lesser amount   as (x) may be approved by the Administrative Agent or (y) shall constitute   the difference between the Maximum Incremental Facilities Amount and all such   New Loan Commitments obtained on or prior to such date). In connection with   the incurrence of any Indebtedness under this Section 2.14, at the request of   the Administrative Agent, the Borrower shall provide to the Administrative   Agent a certificate certifying that the New Loan Commitments do not exceed   the Maximum Incremental Facilities Amount, which certificate shall be in   reasonable detail and shall provide the calculations and basis therefor. The   Borrower may approach any Lender or any Person (other than a natural Person)   to provide all or a portion of the New Loan Commitments, subject, if   applicable, to the proviso to Section 2.14(b); provided that any Lender   offered or approached to provide all or a portion of the New Loan Commitments   may elect or decline, in its sole discretion, to provide a New Loan   Commitment. In each case, such New Loan Commitments shall become effective as   of the applicable Increased Amount Date; provided that (i) no Event of   Default (or, where waived by the Lenders providing the New Loan Commitments   in connection with an acquisition or investment subject to customary “funds   certain” conditions, no Event of Default under Section 11.1 or Section 11.5)   shall exist on such Increased Amount Date before or after giving effect to   such New Loan Commitments, as applicable, and subject to Section 1.12, (ii)   the New Loan Commitments shall be effected pursuant to one or more Joinder   Agreements executed and delivered by #89847286v15 


    




 










the Borrower   and Administrative Agent, and each of which shall be recorded in the Register   and shall be subject to the requirements set forth in Section 5.4(e), and   (iii) the Borrower shall make any payments required pursuant to Section 2.11   in connection with the New Loan Commitments, as applicable. No Lender shall   have any obligation to provide any Commitments pursuant to this Section   2.14(a). Any New Term Loans made on an Increased Amount Date shall, at the   election of the Borrower and agreed to by Lenders providing such New Term   Loan Commitments, be designated as (a) a separate series (a “Series”) of New   Term Loans for all purposes of this Agreement or (b) as part of a Series of   existing Term Loans for all purposes of this Agreement. On and after the Increased   Amount Date, Additional Revolving Credit Loans shall be designated a separate   Series of Additional Revolving Credit Loans for all purposes of this   Agreement. (b) On any Increased Amount Date on which Incremental Revolving   Credit Commitments are effected, subject to the satisfaction of the foregoing   terms and conditions, (a) with respect to New Revolving Credit Commitments,   each of the Lenders with Revolving Credit Commitments of such Class shall   assign to each Lender with a New Revolving Credit Commitment (each, a “New   Revolving Loan Lender”) and each of the New Revolving Loan Lenders shall   purchase from each of the Lenders with Revolving Credit Commitments of such   Class, at the principal amount thereof, such interests in the Revolving   Credit Loans outstanding on such Increased Amount Date as shall be necessary   in order that, after giving effect to all such assignments and purchases, the   Revolving Credit Loans of such Class will be held by existing Revolving   Credit Lenders and New Revolving Loan Lenders ratably in accordance with   their Revolving Credit Commitments of such Class after giving effect to the   addition of such New Revolving Credit Commitments to the Revolving Credit   Commitments, and (b) with respect to Incremental Revolving Credit Commitments,   (i) each Incremental Revolving Credit Commitment shall be deemed for all   purposes a Revolving Credit Commitment and, each Loan made under a New   Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan   made under an Additional Revolving Credit Commitment (an “Additional   Revolving Credit Loan” and, together with New Revolving Credit Loans, the   “Incremental Revolving Credit Loan”) shall be deemed, for all purposes,   Revolving Credit Loans and (ii) each New Revolving Loan Lender and each Lender   with an Additional Revolving Credit Commitment (each an “Additional Revolving   Loan Lender” and, together with the New Revolving Loan Lenders, the   “Incremental Revolving Loan Lenders”) shall become a Lender with respect to   the New Revolving Credit Commitment and all matters relating thereto;   provided that the Administrative Agent, the Swingline Lender and the Letter   of Credit Issuers shall have consented (not to be unreasonably withheld or   delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing   such Incremental Revolving Credit Commitment to the extent such consent, if   any, would be required under Section 13.6(b) for an assignment of Revolving   Loans or Revolving Credit Commitments, as applicable, to such Lender or   Incremental Revolving Loan Lender. (c) On any Increased Amount Date on which   any New Term Loan Commitments of any Series are effective, subject to the   satisfaction of the foregoing terms and conditions, (i) each Lender with a   New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall   make a Loan to the Borrower (a “New Term Loan” and, together with the   Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount   equal to its New Term Loan Commitment of such Series, and (ii) each New Term   Loan Lender of any Series shall become a Lender hereunder with respect to the   New Term Loan Commitment of such Series and the New Term Loans of such Series   made pursuant thereto. (d) The terms and provisions of the New Term Loans and   New Term Loan Commitments of any Series shall be on terms and documentation   set forth in the Joinder Agreement as determined by the Borrower; provided   that (i) in the case of all New Term Loans in the form of a term loan B or   similar form of institutional term loan, the applicable New Term Loan   Maturity Date of each Series shall be no earlier than the Initial Term Loan   Maturity Date; (ii) in the case of all New Term Loans in the form of a term   loan B or similar form of institutional term loan, the weighted average life   to maturity shall be no #89847286v15 


    




 










shorter than   the weighted average life to maturity of the then existing Initial Term   Loans; (iii) the pricing, interest rate margins, discounts, premiums, rate   floors, fees, and amortization schedule applicable to any New Term Loans   shall be determined by the Borrower and the Lenders thereunder; provided that   with respect to any New Term Loan, if the Effective Yield for LIBOR Loans or   ABR Loans in respect of such New Term Loans exceeds the Effective Yield for   LIBOR Loans or ABR Loans in respect of the then-existing Initial Term Loans   by more than 0.50%, the Applicable Margin for LIBOR Loans or ABR Loan in   respect of the then-existing Initial Term Loans shall be adjusted so that the   Effective Yield in respect of the then-existing Initial Term Loans is equal   to the Effective Yield for LIBOR Loans or ABR Loans in respect of the New   Term Loans minus 0.50% (this clause (iii), the “MFN Protection”); and (iv) to   the extent such terms and documentation are not consistent with the then   existing Initial Term Loans (except to the extent permitted by clause (i),   (ii) or (iii) above), they shall be reasonably satisfactory to the   Administrative Agent (it being understood that, (1) to the extent that any   financial maintenance covenant is added for the benefit of any such   Indebtedness, such financial maintenance covenant will also be added for the   benefit of any corresponding Term Loans remaining outstanding after the   issuance or incurrence of such Indebtedness or (2) no consent shall be   required by the Administrative Agent or any of the Lenders if any covenants   or other provisions are only applicable after the Latest Term Loan Maturity   Date). (e) Incremental Revolving Credit Commitments and Incremental Revolving   Credit Loans shall be identical to the Initial Revolving Credit Commitments   and the related Revolving Credit Loans, other than the Maturity Date and as   set forth in this Section 2.14(e); provided that notwithstanding anything to   the contrary in this Section 2.14 or otherwise: (i) any such Incremental   Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank   equal in right of payment and of security with the Revolving Credit Loans and   the Term Loans, (ii) any such Incremental Revolving Credit Commitments or Incremental   Revolving Credit Loans shall not mature earlier than the Initial Revolving   Credit Commitments and related Revolving Credit Loans at the time of   incurrence of such Incremental Revolving Credit Commitments, (iii)the   borrowing and repayment (except for (1) payments of interest and fees at   different rates on Incremental Revolving Credit Commitments (and related   outstandings), (2) repayments required upon the maturity date of the   Incremental Revolving Credit Commitments, and (3) repayment made in connection   with a permanent repayment and termination of commitments (subject to clause   (v) below)) of Loans with respect to Incremental Revolving Credit Commitments   after the associated Increased Amount Date shall be made on a pro rata basis   with all other Revolving Credit Commitments on such Increased Amount Date,   (iv) subject to the provisions of Sections 2.1(e) and Sections 3.12 to the   extent dealing with Swingline Loans and Letters of Credit which mature or   expire after a maturity date when there exists Incremental Revolving Credit   Commitments with a longer maturity date, all #89847286v15 


    




 










Swingline Loans   and Letters of Credit shall be participated on a pro rata basis by all   Lenders with Revolving Credit Commitments of the same Series in accordance   with their percentage of such Revolving Credit Commitments on the applicable   Increased Amount Date (and except as provided in Section 2.1(e) and Section   3.12, without giving effect to changes thereto on an earlier maturity date   with respect to Swingline Loans and Letters of Credit theretofore incurred or   issued in respect of such Series), (v)the permanent repayment of Revolving   Credit Loans with respect to, and termination of, Incremental Revolving   Credit Commitments after the associated Increased Amount Date shall be made   on a pro rata basis with all other Revolving Credit Commitments on such   Increased Amount Date, except that the Borrower shall be permitted to   permanently repay and terminate commitments of any such Class on a better   than a pro rata basis as compared to any other Class with a later maturity   date than such Class, (vi) assignments and participations of Incremental   Revolving Credit Commitments and Incremental Revolving Credit Loans shall be   governed by the same assignment and participation provisions applicable to   Revolving Credit Commitments and RevolvingCredit Loans on the applicable   Increased Amount Date, (vii) any Incremental Revolving Credit Commitments may   constitute a separate Class or Classes, as the case may be, of Commitments   from the Classes constituting the applicable Revolving Credit Commitments   prior to such Increased Amount Date, (viii) the pricing, fees, maturity and   other immaterial terms of the Additional Revolving Credit Loans may be   different and shall be determined by the Borrower and the Lenders thereunder   so long as the final maturity date and the weighted average maturity of any   Additional RevolvingCredit Loans and Additional RevolvingCreditCommitments,   as applicable, shall not be earlier than, or shorter than, as the case may   be, the maturity date or the weighted average life, as applicable, of the   Initial Revolving Credit Commitments and related Revolving Credit Loans, and   (ix) to the extent that any financial maintenance covenant is added for the   benefit of any such Indebtedness, no consent shall be required by the   Administrative Agent or any of the Lenders if such financial maintenance   covenant is also added for the benefit of any corresponding Loans remaining   outstanding after the issuance or incurrence of such Indebtedness. (f) Each   Joinder Agreement may, without the consent of any other Lenders, effect   technical and corresponding amendments to this Agreement and the other Credit   Documents as may be necessary or appropriate, in the opinion of the   Administrative Agent, to effect the provision of this Section 2.14. (g) (i)   The Borrower may at any time, and from time to time, request that all or a   portion of the Term Loans of any Class (an “Existing Term Loan Class”) be   converted to extend the scheduled maturity date(s) of any payment of   principal with respect to all or a portion of any principal amount of such   Term Loans (any such Term Loans which have been so converted, “Extended Term   Loans”) and to provide for other terms consistent with this Section 2.14(g).   In order to establish any Extended Term Loans, the Borrower shall provide a   notice to the Administrative Agent (who shall provide a copy of such notice   to each of the Lenders of the applicable Existing Term Loan Class which such   request shall be offered equally to all such Lenders) (a “Term Loan Extension   Request”) setting forth the proposed terms of the Extended Term Loans to be   established, which shall not be materially more restrictive to the Credit   Parties (as determined in good faith by the Borrower), when taken as a   #89847286v15 


    




 










whole, than the   terms of the Term Loans of the Existing Term Loan Class unless (x) the   Lenders of the Term Loans of such applicable Existing Term Loan Class receive   the benefit of such more restrictive terms or (y) any such provisions apply   after the Initial Term Loan Maturity Date (a “Permitted Other Provision”);   provided, however, that (x) the scheduled final maturity date shall be   extended and all or any of the scheduled amortization payments of principal of   the Extended Term Loans may be delayed to later dates than the scheduled   amortization of principal of the Term Loans of such Existing Term Loan Class   (with any such delay resulting in a corresponding adjustment to the scheduled   amortization payments reflected in Section 2.5 or in the Joinder Agreement,   as the case may be, with respect to the Existing Term Loan Class from which   such Extended Term Loans were converted, in each case as more particularly   set forth in paragraph (iv) of this Section 2.14(g) below), (y) (A) the   interest margins with respect to the Extended Term Loans may be higher or   lower than the interest margins for the Term Loans of such Existing Term Loan   Class and/or (B) additional fees, premiums or applicable high-yield discount   obligation (“AHYDO”) payments may be payable to the Lenders providing such   Extended Term Loans in addition to or in lieu of any increased margins   contemplated by the preceding clause (A), in each case, to the extent   provided in the applicable Extension Amendment and to the extent that any   Permitted Other Provision (including a financial maintenance covenant) is   added for the benefit of any such Indebtedness, no consent shall be required   by the Administrative Agent or any of the Lenders if such Permitted Other   Provision is also added for the benefit of any corresponding Loans remaining   outstanding after the issuance or incurrence of such Indebtedness or if such   Permitted Other Provision applies only after the Initial Term Loan Maturity   Date. Notwithstanding anything to the contrary in this Section 2.14 or   otherwise, no Extended Term Loans may be optionally prepaid prior to the date   on which the Existing Term Loan Class from which they were converted is   repaid in full, except in accordance with the last sentence of Section   5.1(a). No Lender shall have any obligation to agree to have any of its Term   Loans of any Existing Term Loan Class converted into Extended Term Loans   pursuant to any Extension Request. Any Extended Term Loans of any Extension   Series shall constitute a separate Class of Term Loans from the Existing Term   Loan Class from which they were converted. (ii) The Borrower may at any time   and from time to time request that all or a portion of the Revolving Credit   Commitments of any Class, any Extended Revolving Credit Commitments and/or   any Incremental Revolving Credit Commitments, each existing at the time of   such request (each, an “Existing Revolving Credit Commitment” and any related   revolving credit loans thereunder, “Existing Revolving Credit Loans”; each Existing   Revolving Credit Commitment and related Existing Revolving Credit Loans   together being referred to as an “Existing Revolving Credit Class”) be   converted to extend the termination date thereof and the scheduled maturity   date(s) of any payment of principal with respect to all or a portion of any   principal amount of Loans related to such Existing Revolving Credit   Commitments (any such Existing Revolving Credit Commitments which have been   so extended, “Extended Revolving Credit Commitments” and any related Loans,   “Extended Revolving Credit Loans”) and to provide for other terms consistent   with this Section 2.14(g). In order to establish any Extended Revolving   Credit Commitments, the Borrower shall provide a notice to the Administrative   Agent (who shall provide a copy of such notice to each of the Lenders of the   applicable Class of Existing Revolving Credit Commitments which such request   shall be offered equally to all such Lenders) setting forth the proposed   terms of the Extended Revolving Credit Commitments to be established, which   shall not be materially more restrictive to the Credit Parties (as determined   in good faith by the Borrower), when taken as a whole, than the terms of the   applicable Existing Revolving Credit Commitments (the “Specified Existing Revolving   Credit Commitment”) unless (x) the Lenders providing existing Revolving   Credit Loans receive the benefit of such more restrictive terms or (y) any   such provisions apply after the Revolving Credit Termination Date, in each   case, to the extent provided in the applicable Extension Amendment; provided,   however, that (w) all or any of the final maturity dates of such Extended   Revolving Credit Commitments may be delayed to later dates than the final   maturity dates of the Specified Existing Revolving Credit Commitments, (x)   (A) the interest margins with respect to the Extended Revolving Credit   Commitments may be higher or lower #89847286v15 


    




 










than the   interest margins for the Specified Existing Revolving Credit Commitments   and/or (B) additional fees and premiums may be payable to the Lenders   providing such Extended Revolving Credit Commitments in addition to or in   lieu of any increased margins contemplated by the preceding clause (A) and   (y) the revolving credit commitment fee rate with respect to the Extended   Revolving Credit Commitments may be higher or lower than the Revolving Credit   Commitment Fee Rate for the Specified Existing Revolving Credit Commitment;   provided that, notwithstanding anything to the contrary in this Section   2.14(g) or otherwise, (1) the borrowing and repayment (other than in   connection with a permanent repayment and termination of commitments) of   Loans with respect to any Original Revolving Credit Commitments shall be made   on a pro rata basis with all other Original Revolving Credit Commitments and   (2) assignments and participations of Extended Revolving Credit Commitments   and Extended Revolving Credit Loans shall be governed by the same assignment   and participation provisions applicable to Revolving Credit Commitments and   the Revolving Credit Loans related to such Commitments set forth in Section   13.6. No Lender shall have any obligation to agree to have any of its Revolving   Credit Loans or Revolving Credit Commitments of any Existing Revolving Credit   Class converted into Extended Revolving Credit Loans or Extended Revolving   Credit Commitments pursuant to any Extension Request. Any Extended Revolving   Credit Commitments of any Extension Series shall constitute a separate Class   of revolving credit commitments from the Specified Existing Revolving Credit   Commitments and from any other Existing Revolving Credit Commitments   (together with any other Extended Revolving Credit Commitments so established   on such date). (iii) Any Lender (an “Extending Lender”) wishing to have all   or a portion of its Term Loans, Revolving Credit Commitments, Incremental   Revolving Credit Commitment or Extended Revolving Credit Commitment of the   Existing Class or Existing Classes subject to such Extension Request   converted into Extended Term Loans or Extended Revolving Credit Commitments,   as applicable, shall notify the Administrative Agent (an “Extension   Election”) on or prior to the date specified in such Extension Request of the   amount of its Term Loans, Revolving Credit Commitments, Incremental Revolving   Credit Commitment or Extended Revolving Credit Commitment of the Existing   Class or Existing Classes subject to such Extension Request that it has elected   to convert into Extended Term Loans or Extended Revolving Credit Commitments,   as applicable. In the event that the aggregate amount of Term Loans,   Revolving Credit Commitments, Incremental Revolving Credit Commitment or   Extended Revolving Credit Commitment of the Existing Class or Existing   Classes subject to Extension Elections exceeds the amount of Extended Term   Loans or Extended Revolving Credit Commitments, as applicable, requested   pursuant to the Extension Request, Term Loans or Revolving Credit Commitments,   Incremental Revolving Credit Commitments or Extended Revolving Credit   Commitments of the Existing Class or Existing Classes subject to Extension   Elections shall be converted to Extended Term Loans or Extended Revolving   Credit Commitments, as applicable, on a pro rata basis based on the amount of   Term Loans, Revolving Credit Commitments, Incremental Revolving Credit   Commitment or Extended Revolving Credit Commitment included in each such   Extension Election. Notwithstanding the conversion of any Existing Revolving   Credit Commitment into an Extended Revolving Credit Commitment, such Extended   Revolving Credit Commitment shall be treated identically to all other   Original Revolving Credit Commitments for purposes of the obligations of a   Revolving Credit Lender in respect of Swingline Loans under Section 2.1(c)   and Letters of Credit under Section 3, except that the Swingline Maturity   Date and/or the applicable Extension Amendment may provide that the L/C   Facility Maturity Date may be extended and the related obligations to make   Swingline Loans and to issue Letters of Credit may be continued so long as   the Swingline Lender and/or the Letter of Credit Issuer, as applicable, have   consented to such extensions in their sole discretion (it being understood   that no consent of any other Lender shall be required in connection with any   such extension). (iv)Extended Term Loans or Extended Revolving Credit   Commitments, as applicable, shall be established pursuant to an amendment (an   “Extension Amendment”) to this Agreement (which, #89847286v15 


    




 










except to the   extent expressly contemplated by the penultimate sentence of this Section   2.14(g)(iv) and notwithstanding anything to the contrary set forth in Section   13.1, shall not require the consent of any Lender other than the Extending   Lenders with respect to the Extended Term Loans or Extended Revolving Credit   Commitments, as applicable, established thereby) executed by the Credit   Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment   shall provide for any tranche of Extended Term Loans or Extended Revolving   Credit Commitments in an aggregate principal amount that is less than   $10,000,000. In addition to any terms and changes required or permitted by   Section 2.14(g)(i), each Extension Amendment (x) shall amend the scheduled   amortization payments pursuant to Section 2.5 or the applicable Joinder   Agreement with respect to the Existing Term Loan Class from which the   Extended Term Loans were converted to reduce each scheduled Repayment Amount   for the Existing Term Loan Class in the same proportion as the amount of Term   Loans of the Existing Term Loan Class is to be converted pursuant to such   Extension Amendment (it being understood that the amount of any Repayment   Amount payable with respect to any individual Term Loan of such Existing Term   Loan Class that is not an Extended Term Loan shall not be reduced as a result   thereof) and (y) may, but shall not be required to, impose additional   requirements (not inconsistent with the provisions of this Agreement in   effect at such time) with respect to the final maturity and weighted average   life to maturity of New Term Loans incurred following the date of such   Extension Amendment. Notwithstanding anything to the contrary in this Section   2.14(g) and without limiting the generality or applicability of Section 13.1   to any Section 2.14 Additional Amendments, any Extension Amendment may   provide for additional terms and/or additional amendments other than those   referred to or contemplated above (any such additional amendment, a “Section   2.14 Additional Amendment”) to this Agreement and the other Credit Documents;   provided that such Section 2.14 Additional Amendments are within the   requirements of Section 2.14(g)(i) and do not become effective prior to the   time that such Section 2.14 Additional Amendments have been consented to   (including, without limitation, pursuant to (1) consents applicable to   holders of New Term Loans or Extended Revolving Credit Commitments provided   for in any Joinder Agreement and (2) consents applicable to holders of any   Extended Term Loans or Extended Revolving Credit Commitments provided for in   any Extension Amendment) by such of the Lenders, Credit Parties and other   parties (if any) as may be required in order for such Section 2.14 Additional   Amendments to become effective in accordance with Section 13.1. (v)   Notwithstanding anything to the contrary contained in this Agreement, (A) on   any date on which any Existing Class is converted to extend the related   scheduled maturity date(s) in accordance with clauses (i) and/or (ii) above   (an “Extension Date”), (I) in the case of the existing Term Loans of each   Extending Lender, the aggregate principal amount of such existing Term Loans   shall be deemed reduced by an amount equal to the aggregate principal amount   of Extended Term Loans so converted by such Lender on such date, and the   Extended Term Loans shall be established as a separate Class of Term Loans   (together with any other Extended Term Loans so established on such date),   and (II) in the case of the Specified Existing Revolving Credit Commitments   of each Extending Lender, the aggregate principal amount of such Specified   Existing Revolving Credit Commitments shall be deemed reduced by an amount   equal to the aggregate principal amount of Extended Revolving Credit   Commitments so converted by such Lender on such date, and such Extended   Revolving Credit Commitments shall be established as a separate Class of   revolving credit commitments from the Specified Existing Revolving Credit   Commitments and from any other Existing Revolving Credit Commitments   (together with any other Extended Revolving Credit Commitments so established   on such date) and (B) if, on any Extension Date, any Loans of any Extending   Lender are outstanding under the applicable Specified Existing Revolving   Credit Commitments, such Loans (and any related participations) shall be   deemed to be allocated as Extended Revolving Credit Loans (and related   participations) and Existing Revolving Credit Loans (and related participations)   in the same proportion as such Extending Lender’s Specified Existing   Revolving Credit Commitments to Extended Revolving Credit Commitments.   #89847286v15 


    




 










(vi)The   Administrative Agent and the Lenders (other than the Swingline Lender to the   extent such consent is expressly required by this Section 2.14) hereby   consent to the consummation of the transactions contemplated by this Section   2.14 (including, for the avoidance of doubt, payment of any interest, fees,   or premium in respect of any Extended Term Loans and/or Extended Revolving   Credit Commitments on such terms as may be set forth in the relevant   Extension Amendment) and hereby waive the requirements of any provision of   this Agreement (including, without limitation, any pro rata payment or   amendment section) or any other Credit Document that may otherwise prohibit   or restrict any such extension or any other transaction contemplated by this   Section 2.14. 2.15 [reserved]. 2.16 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 that Lender is   no longer a Defaulting Lender, to the extent permitted by applicable   Requirements of 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 the definition of   Required Lenders and Section 13.1. (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 11 or otherwise) or   received by the Administrative Agent from a Defaulting Lender pursuant to   Section 13.8 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 Letter of Credit Issuers or Swingline Lender   hereunder; third, to Cash Collateralize the Letter of Credit Issuers’   Fronting Exposure with respect to such Defaulting Lender in accordance with   Section 3.8; fourth, as the Borrower may request (so long as no 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)   Cash Collateralize the Letter of Credit Issuers’ future Fronting Exposure   with respect to such Defaulting Lender with respect to future Letters of   Credit issued under this Agreement, in accordance with Section 3.8; sixth, to   the payment of any amounts owing to the Borrower, the Lenders, the Letter of   Credit Issuers or the Swingline Lender as a result of any judgment of a court   of competent jurisdiction obtained by the Borrower, any Lender, the Letter of   Credit Issuers or the Swingline Lender against such Defaulting Lender as a   result of such Defaulting Lender’s breach of its obligations under this   #89847286v15 


    




 










Agreement; and   seventh, to such Defaulting Lender or as otherwise directed by a court of   competent jurisdiction; provided that if (x) such payment is a payment of the   principal amount of any Loans or L/C Borrowings in respect of which such   Defaulting Lender has not fully funded its appropriate share, and (y) such   Loans were made or the related Letters of Credit were issued at a time when   the conditions set forth in Section 7 were satisfied or waived, such payment   shall be applied solely to pay the Loans of, and L/C Obligations owed to, all   Non-Defaulting Lenders on a pro rata basis prior to being applied to the   payment of any Loans of, and L/C Obligations owed to, such Defaulting Lender   until such time as all Loans and funded and unfunded participations in L/C   Obligations and Swingline Loans are held by the Lenders pro rata in   accordance with the Commitments hereunder without giving effect to Section   2.16(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 CashCollateralpursuanttothis Section 2.16(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 payable under Section 4 for any   period during which that 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 that Defaulting Lender). (B) Each Defaulting   Lender shall be entitled to receive Letter of Credit Fees for any period   during which that Lender is a Defaulting Lender only to the extent allocable   to its applicable percentage of the stated amount of Letters of Credit for   which it has provided Cash Collateral pursuant to Section 3.8. (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 fee otherwise payable to such   Defaulting Lender with respect to such Defaulting Lender’s participation in   L/C Obligations that has been reallocated to such Non-Defaulting Lender   pursuant to clause (iv) below, (y) pay to the Letter of Credit Issuers the   amount of any such fee otherwise payable to such Defaulting Lender to the   extent allocable to such Letter of Credit’s Fronting Exposure to such   Defaulting Lender, and (z) not be required to pay the remaining amount of any   such fee. (iv) Reallocation of Applicable Percentages to Reduce Fronting   Exposure. All or any part of such Defaulting Lender’s participation in L/C   Obligations and Swingline Loans shall be reallocated among the Non-Defaulting   Lenders in accordance with their respective Revolving Credit Commitment   Percentages (calculated without regard to such Defaulting Lender’s   Commitment) but only to the extent that such reallocation does not cause the   aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed   such Non-Defaulting Lender’s Commitment. Subject to Section 13.22, 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. (v) Cash Collateral, Repayment of Swingline   Loans. If the reallocation described in clause (a)(iv) above cannot, or can   only partially, be effected, the Borrower shall (x) first, prepay   #89847286v15 


    




 










Swingline Loans   in an amount equal to the Swingline Lender’s Fronting Exposure and (y)   second, Cash Collateralize the Letter of Credit Issuers’ Fronting Exposure in   accordance with the procedures set forth in Section 3.8. (b) Defaulting   Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender   and the Letter of Credit Issuers agree in writing that a Lender is no longer   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), that 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 Revolving Credit 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 Revolving Credit   Commitment Percentages (without giving effect to Section 2.16(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 that 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 that Lender’s having been a Defaulting Lender. Section   3. Letters of Credit 3.1 Letters of Credit. (a) Subject to and upon the terms   and conditions herein set forth, at any time and from time to time after the   Closing Date and prior to the L/C Facility Maturity Date, the Letter of   Credit Issuers agree, in reliance upon the agreements of the Revolving Credit   Lenders set forth in this Section 3, to issue from time to time from the   Closing Date through the L/C Facility Maturity Date for the account of the   Borrower (or, so long as the Borrower is the primary obligor and a signatory   to the Letter of Credit Request, for the account of the Borrower or any   Restricted Subsidiary (other than the Borrower)) letters of credit (the   “Letters of Credit” and each, a “Letter of Credit”), which Letters of Credit   in the aggregate shall not exceed the L/C Sublimit, in such form as may be   approved by the applicable Letter of Credit Issuer in its reasonable discretion.   No Letter of Credit Issuer shall be required to issue Letters of Credit (or   have Existing Letters of Credit outstanding) in excess of the amount set   forth opposite its name on Schedule 1.1(b) (as may be amended from time to   time). Notwithstanding anything to the contrary contained herein, Schedule   1.1(b) may be amended with the consent of the Borrower and each Letter of   Credit Issuer that would be directly affected by such amendment, with notice   to the Administrative Agent. (b) Notwithstanding the foregoing, (i) no Letter   of Credit shall be issued the Stated Amount of which, when added to the   Letters of Credit Outstanding at such time, would exceed the L/C Sublimit   then in effect (or with respect to any Letter of Credit Issuer, exceed such   Letter of Credit Issuer’s Letter of Credit Commitment); (ii) no Letter of   Credit shall be issued the Stated Amount of which would cause the aggregate   amount of the Lenders’ Revolving Credit Exposures at the time of the issuance   thereof to exceed the Total Revolving Credit Commitment then in effect; (iii)   each Letter of Credit shall have an expiration date occurring no later than   one year after the date of issuance thereof (except as set forth in Section   3.2(d)), provided that in no event shall such expiration date occur later   than the L/C Facility Maturity Date, in each case, unless otherwise agreed   upon by the Administrative Agent, the applicable Letter of Credit Issuer and,   unless such Letter of Credit has been Cash Collateralized or backstopped (in   the case of a backstop only, on terms reasonably satisfactory to such Letter   of Credit Issuer), the Revolving Credit Lenders; (iv) the Letter of Credit   shall be denominated in Dollars (or, with respect to #89847286v15 


    




 










Letters of   Credit issued by JPMorgan Chase Bank, N.A., Australian Dollars); (v) no   Letter of Credit shall be issued if it would be illegal under any applicable   law for the beneficiary of the Letter of Credit to have a Letter of Credit   issued in its favor; (vi) no Letter of Credit shall be issued by a Letter of   Credit Issuer after it has received a written notice from any Credit Party or   the Administrative Agent or the Required Revolving Credit Lenders stating   that a Default or Event of Default has occurred and is continuing until such   time as such Letter of Credit Issuer shall have received a written notice of   (x) rescission of such notice from the party or parties originally delivering   such notice or (y) the waiver of such Default or Event of Default in accordance   with the provisions of Section 13.1; and (vii) no Letter of Credit shall be   issued by a Letter of Credit Issuer if any other Letter of Credit Issuer is a   Defaulting Lender and such Defaulting Lender’s Fronting Exposure (x) has not   been reallocated among the Letter of Credit Issuers that are Non-Defaulting   Lenders or (y) has not been Cash Collateralized by the Borrower. (c) Upon at   least two Business Days’ prior written notice to the Administrative Agent and   the applicable Letter of Credit Issuer (which notice the Administrative Agent   shall promptly transmit to each of the Lenders), the Borrower shall have the   right, on any day, permanently to terminate or reduce such Letter of Credit   Issuer’s Letter of Credit Commitment in whole or in part; provided that,   after giving effect to such termination or reduction, the Letters of Credit   Outstanding shall not exceed the L/C Sublimit (or with respect to a Letter of   Credit Issuer, the Letters of Credit Outstanding with respect to Letters of   Credit issued by such Letter of Credit Issuer shall not exceed such Letter of   Credit Issuer’s Letter of Credit Commitment). (d) A Letter of Credit Issuer   shall not be under any obligation to issue any Letter of Credit if: (i) any   order, judgment or decree of any Governmental Authority or arbitrator shall   by its terms enjoin or restrain such Letter of Credit Issuer from issuing   such Letter of Credit, or any law applicable to such Letter of Credit Issuer   or any request or directive (whether or not having the force of law) from any   Governmental Authority with jurisdiction over such Letter of Credit Issuer   shall prohibit, or request that such Letter of Credit Issuer refrain from,   the issuance of letters of credit generally or such Letter of Credit in   particular or shall impose upon such Letter of Credit Issuer with respect to   such Letter of Credit any restriction, reserve or capital requirement (in   each case, for which such Letter of Credit Issuer is not otherwise   compensated hereunder) not in effect on the Closing Date, or shall impose   upon such Letter of Credit Issuer any unreimbursed loss, cost or expense   which was not applicable on the Closing Date and which such Letter of Credit   Issuer in good faith deems material to it; (ii) the issuance of such Letter   of Credit would violate one or more policies of such Letter of Credit Issuer   applicable to letters of credit generally; (iii) except as otherwise agreed   by such Letter of Credit Issuer, such Letter of Credit is in an initial   Stated Amount less than $250,000; (iv) such Letter of Credit is denominated   in a currency other than Dollars; (v) such Letter of Credit contains any   provisions for automatic reinstatement of the Stated Amount after any drawing   thereunder; or (vi) a default of any Revolving Credit Lender’s obligations to   fund under Section 3.3 exists or any Revolving Credit Lender is at such time   a Defaulting Lender hereunder, unless, in each case, the Borrower has entered   into arrangements reasonably satisfactory to such Letter of Credit Issuer to   eliminate such Letter of Credit Issuer’s risk with respect to such Revolving   Credit #89847286v15 


    




 










Lender or such   risk has been reallocated in accordance with Section 2.16. (e) A Letter of   Credit Issuer shall not increase the Stated Amount of any Letter of Credit if   such Letter of Credit Issuer would not be permitted at such time to issue   such Letter of Credit in its amended form under the terms hereof. (f) A   Letter of Credit Issuer shall be under no obligation to amend any Letter of   Credit if (A) such Letter of Credit Issuer would have no obligation at such   time to issue such Letter of Credit in its amended form under the terms   hereof, or (B) the beneficiary of such Letter of Credit does not accept the   proposed amendment to such Letter of Credit. (g) Each Letter of Credit Issuer   shall act on behalf of the Revolving Credit Lenders with respect to any   Letters of Credit issued by it and the documents associated therewith, and   each Letter of Credit Issuer shall have all of the benefits and immunities   (A) provided to the Administrative Agent in Section 13 with respect to any   acts taken or omissions suffered by any Letter of Credit Issuer in connection   with Letters of Credit issued by it or proposed to be issued by it and Issuer   Documents pertaining to such Letters of Credit as fully as if the term   “Administrative Agent” as used in Section 13 included such Letter of Credit   Issuer with respect to such acts or omissions, and (B) as additionally   provided herein with respect to the Letter of Credit Issuers. 3.2 Letter of   Credit Requests. (a) Whenever the Borrower desires that a Letter of Credit be   issued or amended, the Borrower shall give the Administrative Agent and the   applicable Letter of Credit Issuer a Letter of Credit Request by no later   than 1:00 p.m. (New York City time) at least five Business Days (or such   other period as may be agreed upon by the Borrower, the Administrative Agent   and the applicable Letter of Credit Issuer) prior to the proposed date of   issuance or amendment. Each Letter of Credit Request shall be executed by the   Borrower. Such Letter of Credit Request may be sent by facsimile, by United   States mail, by overnight courier, by electronic transmission using the   system provided by such Letter of Credit Issuer, by personal delivery or by   any other means acceptable to such Letter of Credit Issuer. (b) In the case   of a request for an initial issuance of a Letter of Credit, such Letter of   Credit Request shall specify in form and detail reasonably satisfactory to   the applicable Letter of Credit Issuer: (A) the proposed issuance date of the   requested Letter of Credit (which shall be a Business Day); (B) the Stated   Amount thereof; (C) the expiry date thereof; (D) the name and address of the   beneficiary thereof; (E) the documents to be presented by such beneficiary in   case of any drawing thereunder; (F) the full text of any certificate to be   presented by such beneficiary in case of any drawing thereunder; (G) the   identity of the applicant; and (H) such other matters as such Letter of   Credit Issuer may reasonably require. In the case of a request for an   amendment of any outstanding Letter of Credit, such Letter of Credit Request   shall specify in form and detail reasonably satisfactory to the applicable   Letter of Credit Issuer (I) the Letter of Credit to be amended; (II) the   proposed date of amendment thereof (which shall be a Business Day); (III) the   nature of the proposed amendment; and (IV) such other matters as such Letter   of Credit Issuer may reasonably require. Additionally, the Borrower shall   furnish to such Letter of Credit Issuer and the Administrative Agent such   other documents and information pertaining to such requested Letter of Credit   issuance or amendment, including any Issuer Documents, as such Letter of   Credit Issuer or the Administrative Agent may reasonably require. (c) Unless   the applicable Letter of Credit Issuer has received written notice from any   Revolving Credit Lender, the Administrative Agent or any Credit Party, at   least one Business Day prior to the requested date of issuance or amendment   of the Letter of Credit, that one or more applicable #89847286v15 


    




 










conditions   contained in Sections 6 (solely with respect to any Letter of Credit issued   on the Closing Date) and 7 shall not then be satisfied to the extent required   thereby, then, subject to the terms and conditions hereof, such Letter of   Credit Issuer shall, on the requested date, issue a Letter of Credit for the   account of the Borrower (or, so long as the Borrower is the primary obligor,   for the account of the Borrower or a Restricted Subsidiary) or enter into the   applicable amendment, as the case may be, in each case in accordance with   each such Letter of Credit Issuer’s usual and customary business practices.   (d) If the Borrower so requests in any Letter of Credit Request, the   applicable Letter of Credit Issuer shall agree to issue a Letter of Credit   that has automatic extension provisions (each, an “Auto-Extension Letter of   Credit”); provided that any such Auto-Extension Letter of Credit must permit   such Letter of Credit Issuer to prevent any such extension at least once in   each twelve-month period (commencing with the date of issuance of such Letter   of Credit) by giving prior notice to the beneficiary thereof and the Borrower   not later than a day (the “Non-Extension Notice Date”) in each such   twelve-month period to be agreed upon at the time such Letter of Credit is   issued. Unless otherwise directed by the applicable Letter of Credit Issuer,   the Borrower shall not be required to make a specific request to such Letter   of Credit Issuer for any such extension. Once an Auto-Extension Letter of   Credit has been issued, the Lenders shall be deemed to have authorized (but   may not require) the applicable Letter of Credit Issuer to permit the   extension of such Letter of Credit at any time to an expiry date not later   than the L/C Facility Maturity Date, unless otherwise agreed upon by the   Administrative Agent and such Letter of Credit Issuer; provided, however,   that such Letter of Credit Issuer shall not permit any such extension if (A)   such Letter of Credit Issuer has reasonably determined that it would not be   permitted, or would have no obligation, at such time to issue such Letter of   Credit in its revised form (as extended) under the terms hereof (by reason of   the provisions of clause (b) of Section 3.1 or otherwise), or (B) it has   received written notice on or before the day that is seven Business Days   before the Non-Extension Notice Date from the Administrative Agent, any   Lender or the Borrower that one or more of the applicable conditions   specified in Sections 6 and 7 are not then satisfied, and in each such case   directing such Letter of Credit Issuer not to permit such extension. (e)   Promptly after its delivery of any Letter of Credit or any amendment to a   Letter of Credit to an advising bank with respect thereto or to the   beneficiary thereof, the applicable Letter of Credit Issuer will also deliver   to the Borrower and the Administrative Agent a true and complete copy of such   Letter of Credit or amendment. On the first Business Day of each month, each   Letter of Credit Issuer shall provide the Administrative Agent a list of all   Letters of Credit issued by it that are outstanding at such time. (f) The   making of each Letter of Credit Request shall be deemed to be a   representation and warranty by the Borrower that the Letter of Credit may be   issued in accordance with, and will not violate the requirements of, Section   3.1(b). 3.3 Letter of Credit Participations. (a) Immediately upon the   issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of   Credit Issuer shall be deemed to have sold and transferred to each Revolving   Credit Lender (each such Revolving Credit Lender, in its capacity under this   Section 3.3, an “L/C Participant”), and each such L/C Participant shall be   deemed irrevocably and unconditionally to have purchased and received from   such Letter of Credit Issuer, without recourse or warranty, an undivided   interest and participation (each an “L/C Participation”), to the extent of   such L/C Participant’s Revolving Credit Commitment Percentage in each Letter   of Credit, each substitute therefor, each drawing made thereunder and the   obligations of the Borrower under this Agreement with respect thereto, and   any security therefor or guaranty pertaining thereto; provided that the   Letter of Credit Fees will be paid directly to the Administrative Agent for   the ratable account of the L/C Participants as provided in Section 4.1(b) and   the #89847286v15 


    




 










L/C   Participants shall have no right to receive any portion of any Fronting Fees.   (b) In determining whether to pay under any Letter of Credit, the applicable   Letter of Credit Issuer shall have no obligation relative to the L/C   Participants other than to confirm that any documents required to be   delivered under such Letter of Credit have been delivered and that they   appear to comply on their face with the requirements of such Letter of   Credit. Any action taken or omitted to be taken by the applicable Letter of   Credit Issuer under or in connection with any Letter of Credit issued by it,   if taken or omitted in the absence of gross negligence or willful misconduct   as determined in the final non-appealable judgment of a court of competent   jurisdiction, shall not create for such Letter of Credit Issuer any resulting   liability. (c) In the event that a Letter of Credit Issuer makes any payment   under any Letter of Credit issued by it and the Borrower shall not have   repaid such amount in full to the respective Letter of Credit Issuer through   the Administrative Agent pursuant to Section 3.4(a), the Administrative Agent   shall promptly notify each L/C Participant of such failure, and each L/C   Participant shall promptly and unconditionally pay to the Administrative   Agent for the account of such Letter of Credit Issuer, the amount of such L/C   Participant’s Revolving Credit Commitment Percentage of such unreimbursed   payment in Dollars and in immediately available funds. If and to the extent   such L/C Participant shall not have so made its Revolving Credit Commitment   Percentage of the amount of such payment available to the Administrative   Agent for the account of the applicable Letter of Credit Issuer, such L/C   Participant agrees to pay to the Administrative Agent for the account of such   Letter of Credit Issuer, forthwith on demand, such amount, together with   interest thereon for each day from such date until the date such amount is   paid to the Administrative Agent for the account of such Letter of Credit   Issuer at a rate per annum equal to the Overnight Rate from time to time then   in effect, plus any administrative, processing or similar fees that are   reasonably and customarily charged by such Letter of Credit Issuer in   connection with the foregoing. The failure of any L/C Participant to make   available to the Administrative Agent for the account of the applicable   Letter of Credit Issuer its Revolving Credit Commitment Percentage of any   payment under any Letter of Credit shall not relieve any other L/C   Participant of its obligation hereunder to make available to the   Administrative Agent for the account of the applicable Letter of Credit   Issuer its Revolving Credit Commitment Percentage of any payment under such   Letter of Credit on the date required, as specified above, but no L/C Participant   shall be responsible for the failure of any other L/C Participant to make   available to the Administrative Agent such other L/C Participant’s Revolving   Credit Commitment Percentage of any such payment. (d) Whenever the   Administrative Agent receives a payment in respect of an unpaid reimbursement   obligation as to which the Administrative Agent has received for the account   of a Letter of Credit Issuer any payments from the L/C Participants pursuant   to clause (c) above, the Administrative Agent shall promptly pay to each L/C   Participant that has paid its Revolving Credit Commitment Percentage of such   reimbursement obligation, in Dollars and in immediately available funds, an   amount equal to such L/C Participant’s share (based upon the proportionate aggregate   amount originally funded by such L/C Participant to the aggregate amount   funded by all L/C Participants) of the amount so paid in respect of such   reimbursement obligation and interest thereon accruing after the purchase of   the respective L/C Participations at the Overnight Rate. (e) The obligations   of the L/C Participants to make payments to the Administrative Agent for the   account of a Letter of Credit Issuer with respect to Letters of Credit shall   be irrevocable and not subject to counterclaim, set-off or other defense or   any other qualification or exception whatsoever and shall be made in   accordance with the terms and conditions of this Agreement under all   circumstances. (f) If any payment received by the Administrative Agent for   the account of a Letter of Credit #89847286v15 


    




 










Issuer pursuant   to Section 3.3(c) is required to be returned, each Lender shall pay to the   Administrative Agent for the account of the applicable Letter of Credit   Issuer its Revolving Credit Commitment Percentage thereof on demand of the   Administrative Agent, plus interest thereon from the date of such demand to   the date such amount is returned by such Lender, at a rate per annum equal to   the applicable Overnight Rate from time to time in effect. The obligations of   the Lenders under this clause shall survive the payment in full of the   Obligations and the termination of this Agreement. 3.4 Agreement to Repay   Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the   applicable Letter of Credit Issuer, by making payment with respect to any   drawing under any Letter of Credit in the same currency in which such drawing   was made unless such Letter of Credit Issuer (at its option) shall have   specified in the notice of drawing that it will require reimbursement in   Dollars. In the case of any such reimbursement in Dollars of a drawing under   a Letter of Credit denominated in Australian Dollars, the Letter of Credit   Issuer shall notify the Borrower of the Dollar Equivalent of the amount of   the drawingpromptly following the determination thereof. Any such   reimbursement shall be made by the Borrower to the Administrative Agent in   immediately available funds for any payment or disbursement made by a Letter   of Credit Issuer under any Letter of Credit (each such amount so paid until   reimbursed, an “Unpaid Drawing”) no later than the date that is one Business   Day after the date on which the Borrower receive written notice of such   payment or disbursement (the “Reimbursement Date”), with interest on the   amount so paid or disbursed by such Letter of Credit Issuer, to the extent   not reimbursed prior to 5:00 p.m. (New York City time) on the Reimbursement   Date, from the Reimbursement Date to the date such Letter of Credit Issuer is   reimbursed therefor at a rate per annum that shall at all times be the   Applicable Margin for ABR Loans that are Revolving Credit Loans plus the ABR   as in effect from time to time, provided that, notwithstanding anything   contained in this Agreement to the contrary, (i) unless the Borrower shall   have notified the Administrative Agent and the applicable Letter of Credit   Issuer prior to 12:00 noon (New York City time) on the Reimbursement Date   that the Borrower intend to reimburse the applicable Letter of Credit Issuer   for the amount of such drawing with funds other than the proceeds of Loans,   the Borrower shall be deemed to have given a Notice of Borrowing requesting   that, with respect to Letters of Credit, the Revolving Credit Lenders make   Revolving Credit Loans (which shall be denominated in Dollars and which shall   be ABR Loans) on the Reimbursement Date in the amount of such drawing and   (ii) the Administrative Agent shall promptly notify each L/C Participant of   such drawing and the amount of its Revolving Credit Loan to be made in   respect thereof, and each L/C Participant shall be irrevocably obligated to   make a Revolving Credit Loan to the Borrower in Dollars in the manner deemed   to have been requested in the amount of its Revolving Credit Commitment   Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time)   on such Reimbursement Date by making the amount of such Revolving Credit Loan   available to the Administrative Agent. Such Revolving Credit Loans shall be   made without regard to the Minimum Borrowing Amount. The Administrative Agent   shall use the proceeds of such Revolving Credit Loans solely for purpose of   reimbursing the applicable Letter of Credit Issuer for the related Unpaid   Drawing. In the event that the Borrower fails to Cash Collateralize any   Letter of Credit that is outstanding on the L/C Facility Maturity Date, the   full amount of the Letters of Credit Outstanding in respect of such Letter of   Credit shall be deemed to be an Unpaid Drawing subject to the provisions of   this Section 3.4 except that the applicable Letter of Credit Issuer shall   hold the proceeds received from the L/C Participants as contemplated above as   cash collateral for such Letter of Credit to reimburse any Unpaid Drawing   under such Letter of Credit and shall use such proceeds first, to reimburse   itself for any Unpaid Drawings made in respect of such Letter of Credit   following the L/C Facility Maturity Date, second, to the extent such Letter   of Credit expires or is returned undrawn while any such cash collateral   remains, to the repayment of obligations in respect of any Revolving Credit   Loans that have not been paid at such time and third, to the Borrower or as   otherwise directed by a court of competent jurisdiction. Nothing in this   Section 3.4(a) #89847286v15 


    




 










shall affect   the Borrower’s obligation to repay all outstanding Revolving Credit Loans   when due in accordance with the terms of this Agreement. (b)The obligation of   the Borrower to reimburse the applicable Letter of Credit Issuer for each   drawing under each Letter of Credit and to repay each L/C Borrowing shall be   absolute, unconditional and irrevocable, and shall be paid strictly in   accordance with the terms of this Agreement under all circumstances,   including the following: (i) Documents; any lack of validity or enforceability   of this Agreement or any of the other Credit (ii) the existence of any claim,   set-off, defense or other right that the Borrower may have at any time   against a beneficiary named in a Letter of Credit, any transferee of any   Letter of Credit (or any Person for whom any such transferee may be acting),   the Administrative Agent, the applicable Letter of Credit Issuer, any Lender   or other Person, whether in connection with this Agreement, any Letter of   Credit, the transactions contemplated herein or any unrelated transactions   (including any underlying transaction between the applicable Borrower and the   beneficiary named in any such Letter of Credit); (iii) any draft, demand,   certificate or other document presented under such Letter of Credit proving   to be forged, fraudulent, invalid or insufficient in any respect or any   statement therein being untrue or inaccurate in any respect; or any loss or   delay in the transmission or otherwise of any document required in order to   make a drawing under such Letter of Credit; (iv) waiver by the applicable   Letter of Credit Issuer of any requirement that exists for such Letter of   Credit Issuer’s protection and not the protection of the Borrower (or a   Restricted Subsidiary) or any waiver by the applicable Letter of Credit   Issuer which does not in fact materially prejudice the Borrower (or a   Restricted Subsidiary); (v) any payment made by the applicable Letter of   Credit Issuer in respect of an otherwise complying item presented after the   date specified as the expiration date of, or the date by which documents must   be received under, such Letter of Credit if presentation after such date is   authorized by the UCC, the ISP or the UCP, as applicable; (vi) any payment by   the applicable Letter of Credit Issuer under such Letter of Credit against   presentation of a draft or certificate that does not strictly comply with the   terms of such Letter of Credit; or any payment made by the applicable Letter   of Credit Issuer under such Letter of Credit to any Person purporting to be a   trustee in bankruptcy, debtor-in-possession, assignee for the benefit of   creditors, liquidator, receiver or other representative of or successor to   any beneficiary or any transferee of such Letter of Credit, including any   arising in connection with any proceeding under the Bankruptcy Code; (vii)   honor of a demand for payment presented electronically even if such Letter of   Credit requires that demand be in the form of a draft; (viii) any adverse   change in any relevant exchange rates or in the relevant currency markets   generally; or (ix) any other circumstance or happening whatsoever, whether or   not similar to any of the foregoing, including any other circumstance that   might otherwise constitute a defense #89847286v15 


    




 










available to,   or a discharge of, the Borrower (or a Restricted Subsidiary) (other than the   defense of payment or performance). 3.5 Increased Costs. If after the Closing   Date, any Change in Law or actual compliance by the applicable Letter of   Credit Issuer or any L/C Participant with any request or directive made or   adopted after the Closing Date (whether or not having the force of law), by   any Governmental Authority shall (x) impose, modify or make applicable any   reserve, deposit, capital adequacy or similar requirement against letters of   credit issued by such Letter of Credit Issuer, or any L/C Participant’s L/C   Participation therein, (y) subject any Credit Party to any Taxes (other than   (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal,   letters of credit, commitments or other obligations, or its deposits,   reserves, other liabilities or capital attributable thereto or (z) impose on   such Letter of Credit Issuer or anyL/C Participant any other conditions or   costs (other than Taxes) affecting its obligations under this Agreement in   respect of Letters of Credit or L/C Participations therein or any Letter of   Credit or such L/C Participant’s L/C Participation therein, and the result of   any of the foregoing is to increase the actual cost to such Letter of Credit   Issuer or such L/C Participant of issuing, maintaining or participating in   any Letter of Credit, or to reduce the actual amount of any sum received or   receivable by such Letter of Credit Issuer or such L/C Participant hereunder   in respect of Letters of Credit or L/C Participations therein, then, promptly   after receipt of written demand to the Borrower by such Letter of Credit   Issuer or such L/C Participant, as the case may be (a copy of which notice   shall be sent by such Letter of Credit Issuer or such L/C Participant to the   Administrative Agent (with respect to a Letter of Credit issued on account of   the Borrower (or a Restricted Subsidiary))), the Borrower shall pay to such   Letter of Credit Issuer or such L/C Participant such actual additional amount   or amounts as will compensate such Letter of Credit Issuer or such L/C   Participant for such increased cost or reduction, it being understood and   agreed, however, that a Letter of Credit Issuer or an L/C Participant shall   not be entitled to such compensation as a result of such Person’s compliance   with, or pursuant to any request or directive to comply with, any such law,   rule or regulation as in effect on the Closing Date. A certificate submitted   to the Borrower by a Letter of Credit Issuer or an L/C Participant, as the   case may be (a copy of which certificate shall be sent by such Letter of   Credit Issuer or such L/C Participant to the Administrative Agent), setting   forth in reasonable detail the basis for the determination of such actual   additional amount or amounts necessary to compensate such Letter of Credit   Issuer or such L/C Participant as aforesaid shall be conclusive and binding   on the Borrower absent clearly demonstrable error. The obligations of the   Borrower under this Section 3.5 shall survive the payment in full of the   Obligations and the termination of this Agreement. 3.6 New or Successor   Letter of Credit Issuer. (a) A Letter of Credit Issuer may resign as a Letter   of Credit Issuer upon 60 days’ prior written notice to the Administrative   Agent, the Lenders and the Borrower. The Borrower may replace any Letter of   Credit Issuer for any reason upon written notice to the Administrative Agent   and such Letter of Credit Issuer. The Borrower may add Letter of Credit   Issuers at any time upon notice to the Administrative Agent. If a Letter of   Credit Issuer shall resign or be replaced, or if the Borrower shall decide to   add a new Letter of Credit Issuer under this Agreement, then the Borrower may   appoint from among the Lenders a successor issuer of Letters of Credit or a   new Letter of Credit Issuer, as the case may be, or, with the consent of the   Administrative Agent (such consent not to be unreasonably withheld or   delayed), another successor or new issuer of Letters of Credit, whereupon   such successor issuer accepting such appointment shall succeed to the rights,   powers and duties of the replaced or resigning Letter of Credit Issuer under   this Agreement and the other Credit Documents, or such new issuer of Letters   of Credit accepting such appointment shall be granted the rights, powers and   duties of a Letter of Credit Issuer hereunder, and the term Letter of Credit   Issuer shall mean such successor or such new issuer of Letters of Credit   effective upon such appointment. At the time such resignation or replacement   shall become effective, the Borrower shall pay to the resigning or replaced   Letter of Credit Issuer all accrued #89847286v15 


    




 










and unpaid fees   applicable to the Letters of Credit pursuant to Sections 4.1(b) and 4.1(d).   The acceptance of any appointment as a Letter of Credit Issuer hereunder   whether as a successor issuer or new issuer of Letters of Credit in   accordance with this Agreement, shall be evidenced by an agreement entered   into by such new or successor issuer of Letters of Credit, in a form   reasonably satisfactory to the Borrower and the Administrative Agent and,   from and after the effective date of such agreement, such new or successor   issuer of Letters of Credit shall become a Letter of Credit Issuer hereunder.   After the resignation or replacement of a Letter of Credit Issuer hereunder,   the resigning or replaced Letter of Credit Issuer shall remain a party hereto   and shall continue to have all the rights and obligations of a Letter of   Credit Issuer under this Agreement and the other Credit Documents with   respect to Letters of Credit issued by it prior to such resignation or   replacement, but shall not be required to issue additional Letters of Credit.   In connection with any resignation or replacement pursuant to this clause (a)   (but, in case of any such resignation, only to the extent that a successor   issuer of Letters of Credit shall have been appointed), either (i) the Borrower,   the resigning or replaced Letter of Credit Issuer and the successor issuer of   Letters of Credit shall arrange to have any outstanding Letters of Credit   issued by the resigning or replaced Letter of Credit Issuer replaced with   Letters of Credit issued by the successor issuer of Letters of Credit or (ii)   the Borrower shall cause the successor issuer of Letters of Credit, if such   successor issuer is reasonably satisfactory to the replaced or resigning   Letter of Credit Issuer, to issue “back-stop” Letters of Credit naming the   resigning or replaced Letter of Credit Issuer as beneficiary for each   outstanding Letter of Credit issued by the resigning or replaced Letter of   Credit Issuer, which new Letters of Credit shall be denominated in the same   currency as, and shall have a face amount equal to, the Letters of Credit   being back-stopped and the sole requirement for drawing on such new Letters   of Credit shall be a drawing on the corresponding back-stopped Letters of   Credit. After any resigning or replaced Letter of Credit Issuer’s resignation   or replacement as a Letter of Credit Issuer, the provisions of this Agreement   relating to the Letter of Credit Issuer shall inure to its benefit as to any   actions taken or omitted to be taken by it (A) while it was a Letter of   Credit Issuer under this Agreement or (B) at any time with respect to Letters   of Credit issued by such Letter of Credit Issuer. (b) To the extent there   are, at the time of any resignation or replacement as set forth in clause (a)   above, any outstanding Letters of Credit, nothing herein shall be deemed to   impact or impair any rights and obligations of any of the parties hereto with   respect to such outstanding Letters of Credit (including, without limitation,   any obligations related to the payment of Fees or the reimbursement or   funding of amounts drawn), except that the Borrower, the resigning or   replaced Letter of Credit Issuer and the successor issuer of Letters of   Credit shall have the obligations regarding outstanding Letters of Credit   described in clause (a) above. 3.7 Role of Letter of Credit Issuer. Each   Lender and the Borrower agree that, in paying any drawing under a Letter of   Credit, a Letter of Credit Issuer shall not have any responsibility to obtain   any document (other than any sight draft, certificates and documents   expressly required by the Letter of Credit) or to ascertain or inquire as to   the validity or accuracy of any such document or the authority of the Person   executing or delivering any such document. None of the Administrative Agent, any   Letter of Credit Issuer, any of their respective Affiliates nor any   correspondent, participant or assignee of a Letter of Credit Issuer shall be   liable to any Lender for (i) any action taken or omitted in connection   herewith at the request or with the approval of the Required Revolving Credit   Lenders; (ii) any action taken or omitted in the absence of gross negligence   or willful misconduct as determined in the final non-appealable judgment of a   court of competent jurisdiction; or (iii) the due execution, effectiveness,   validity or enforceability of any document or instrument related to any   Letter of Credit or Issuer Document. The Borrower hereby assume all risks of   the acts or omissions of any beneficiary or transferee with respect to its   use of any Letter of Credit; provided that this assumption is not intended   to, and shall not, preclude the Borrower’s pursuit of such rights and   remedies as they may have against the beneficiary or transferee at law or   under any other agreement. None of the Administrative Agent, any Letter of   Credit Issuer, any of #89847286v15 


    




 










their   respective Affiliates nor any correspondent, participant or assignee of any   Letter of Credit Issuer shall be liable or responsible for any of the matters   described in Section 3.3(b); provided that anything in such Section to the   contrary notwithstanding, the Borrower may have a claim against a Letter of   Credit Issuer, and a Letter of Credit Issuer may be liable to the Borrower,   to the extent, but only to the extent, of any direct, as opposed to   consequential or exemplary, damages suffered by the Borrower which the   Borrower prove were caused by such Letter of Credit Issuer’s willful   misconduct or gross negligence or such Letter of Credit Issuer’s willful   failure to pay under any Letter of Credit after the presentation to it by the   beneficiary of a sight draft and certificate(s) strictly complying with the   terms and conditions of a Letter of Credit in each case as determined in the   final non-appealable judgment of a court of competent jurisdiction. In   furtherance and not in limitation of the foregoing, a Letter of Credit Issuer   may accept documents that appear on their face to be in order, without   responsibility for further investigation, regardless of any notice or   information to the contrary, and such Letter of Credit Issuer shall not be   responsible for the validity or sufficiency of any instrument transferring or   assigning or purporting to transfer or assign a Letter of Credit or the   rights or benefits thereunder or proceeds thereof, in whole or in part, which   may prove to be invalid or ineffective for any reason. 3.8 Cash Collateral.   (a) Certain Credit Support Events. Upon the written request of the   Administrative Agent or a Letter of Credit Issuer, if (i) as of the L/C Facility   Maturity Date, any L/C Obligation for any reason remains outstanding, (ii)   the Borrower shall be required to provide Cash Collateralpursuantto Section   11.13, or (iii) the provisions of Section 2.16(a)(v) are in effect, the   Borrower shall immediately (in the case of clause (ii) above) or within one   Business Day (in all other cases) following any written request by the   Administrative Agent or a Letter of Credit Issuer, provide Cash Collateral in   an amount not less than the applicable Minimum Collateral Amount (determined   in the case of Cash Collateral provided pursuant to clause (iii) above, after   giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the   Defaulting Lender). (b) Grant of Security Interest. The Borrower, and to the   extent provided by any Defaulting Lender, such Defaulting Lender, hereby   grant to (and subject to the control of) the Administrative Agent, for the   benefit of the Administrative Agent, the Letter of Credit Issuers and the   Revolving Credit Lenders, and agree to maintain, a first priority security   interest in all such cash, deposit accounts and all balances therein as   described in Section 3.8(a), and all other property so provided as collateral   pursuant hereto, and in all proceeds of the foregoing, all as security for   the obligations to which such Cash Collateral may be applied pursuant to   Section 3.8(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 the applicable Letter of Credit Issuer as herein   provided, other than Permitted Liens, or that the total amount of such Cash   Collateral is less than the Minimum Collateral Amount (including, without   limitation, as a result of exchange rate fluctuations), the Borrower will,   promptly upon written demand by the Administrative Agent, pay or provide to   the Administrative Agent additional Cash Collateral in an amount sufficient   to eliminate such deficiency. Cash Collateral shall be maintained in blocked,   interest bearing deposit accounts with the Administrative Agent. The Borrower   shall pay on demand therefor from time to time all customary account opening,   activity and other administrative fees and charges in connection with the   maintenance and disbursement of Cash Collateral. (c) Application.   Notwithstanding anything to the contrary contained in this Agreement, Cash   Collateral provided under any of this Section 3.8 or Sections 2.16, 5.2, or   11.13 in respect of Letters of Credit shall be held and applied to the satisfaction   of the specific L/C Obligations, 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 #89847286v15 


    




 










any other   application of such property as may otherwise be provided for herein. (d)   Cash Collateral (or the appropriate portion thereof) provided to reduce   Fronting Exposure or to secure other obligations shall be released promptly   following (i) the elimination of the applicable Fronting Exposure or other   obligations giving rise thereto (including by the termination of Defaulting   Lender status of the applicable Lender (or, as appropriate, its assignee   following compliance with Section 13.6(b)(ii)) or there is no longer existing   an Event of Default) or (ii) the determination by the Administrative Agent   and the applicable Letter of Credit Issuer that there exists excess Cash   Collateral. 3.9 Applicability of ISP and UCP. Unless otherwise expressly   agreed by the applicable Letter of Credit Issuer and the Borrower when a   Letter of Credit is issued, (i) the rules of the ISP shall apply to each   standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice   for Documentary Credits, as most recently published by the International   Chamber of Commerce at the time of issuance, shall apply to each commercial   Letter of Credit. Notwithstanding the foregoing, the applicable Letter of   Credit Issuer shall not be responsible to the Borrower for, and such Letter   of Credit Issuer’s rights and remedies against the Borrower shall not be   impaired by, any action or inaction of such Letter of Credit Issuer required   or permitted under any law, order, or practice that is required or permitted   to be applied to any Letter of Credit or this Agreement, including the   applicable law or any order of a jurisdiction where such Letter of Credit   Issuer or the beneficiary is located, the practice stated in the ISP or UCP,   as applicable, or in the decisions, opinions, practice statements, or   official commentary of the ICC Banking Commission, the Bankers Association   for Finance and Trade - International Financial Services Association   (BAFT-IFSA), or the Institute of International Banking Law & Practice,   whether or not any Letter of Credit chooses such law or practice. 3.10   Conflict with Issuer Documents. In the event of any conflict between the   terms hereof and the terms of any Issuer Document, the terms hereof shall   control and any grant of security interest in any Issuer Documents shall be   void. 3.11 Letters of Credit Issued for Restricted Subsidiaries.   Notwithstanding that a Letter of Credit issued or outstanding hereunder is in   support of any obligations of, or is for the account of, the Borrower or a   Restricted Subsidiary, the Borrower shall be obligated to reimburse the   applicable Letter of Credit Issuer hereunder for any and all drawings under   such Letter of Credit. The Borrower hereby acknowledges that the issuance of   Letters of Credit for the account of any Restricted Subsidiaries inures to   the benefit of the Borrower and that the Borrower’s business derives   substantial benefits from the businesses of the Restricted Subsidiaries. 3.12   Provisions Related to Extended Revolving Credit Commitments. If the Letter of   Credit Expiration Date in respect of any tranche of Revolving Credit   Commitments occurs prior to the expiry date of any Letter of Credit, then (i)   if consented to by the applicable Letter of Credit Issuer which issued such   Letter of Credit, if one or more other tranches of Revolving Credit   Commitments in respect of which the Letter of Credit Expiration Date shall   not have so occurred are then in effect, such Letters of Credit for which   consent has been obtained shall automatically be deemed to have been issued   (including for purposes of the obligations of the Revolving Credit Lenders to   purchase participations therein and to make Revolving Credit Loans and   payments in respect thereof pursuant to Sections 3.3 and 3.4) under (and ratably   participated in by Lenders pursuant to) the Revolving Credit Commitments in   respect of such non-terminating tranches up to an aggregate amount not to   exceed the aggregate amount of the unutilized Revolving Credit Commitments   thereunder at such time (it being understood that no partial face amount of   any Letter of Credit may be so reallocated) and (ii) to the extent not   reallocated pursuant to immediately preceding clause (i), the Borrower shall   Cash Collateralize any such Letter of Credit in accordance with Section 3.8.   Upon the maturity date of any tranche of Revolving Credit Commitments,   #89847286v15 


    




 










the sublimit   for Letters of Credit may be reduced as agreed between the applicable Letter   of Credit Issuer and the Borrower, without the consent of any other Person.   Section 4. Fees 4.1 Fees. (a) Without duplication, the Borrower agrees to pay   to the Administrative Agent in Dollars, for the account of each Revolving   Credit Lender (in each case pro rata according to the respective Revolving   Credit Commitments of all such Lenders), a commitment fee (the “Commitment   Fee”) for each day from the Closing Date to the Revolving Credit Termination   Date. Each Commitment Fee shall be payable (x) quarterly in arrears on the   last Business Day of each fiscal quarter of the Borrower (for the quarterly   period (or portion thereof) ended on such day for which no payment has been   received) and (y) on the Revolving Credit Termination Date (for the period   ended on such date for which no payment has been received pursuant to clause   (x) above), and shall be computed for each day during such period at a rate   per annum equal to the Commitment Fee Rate in effect on such day on the   Available Commitment in effect on such day. (b) Without duplication, the   Borrower agrees to pay to the Administrative Agent in Dollars for the account   of the Revolving Credit Lenders pro rata on the basis of their respective   Letter of Credit Exposure, a fee in respect of each Letter of Credit issued   on the Borrower’s or any of the other Restricted Subsidiaries’ behalf (the   “Letter of Credit Fee”), for the period from the date of issuance of such   Letter of Credit to the termination date of such Letter of Credit computed at   the per annum rate for each day equal to the Applicable Margin for Adjusted   LIBOR Rate Revolving Credit Loans less the Fronting Fee set forth in clause   (d) below. Except as provided below, such Letter of Credit Fees shall be due   and payable (x) quarterly in arrears on the last Business Day of each fiscal   quarter of the Borrower and (y) on the date upon which the Total Revolving   Credit Commitment terminates and the Letters of Credit Outstanding shall have   been reduced to zero. (c) Without duplication, the Borrower agrees to pay to   the Administrative Agent in Dollars, for its own account, administrative   agent fees as have been previously agreed in writing or as may be agreed in   writing from time to time. (d) Without duplication, the Borrower agrees to   pay to the applicable Letter of Credit Issuer a fee in Dollars in respect of   each Letter of Credit issued by it at the request of the Borrower (the   “Fronting Fee”) (i) with respect to each commercial Letter of Credit, at the   rate of 0.125%, computed on the amount of such Letter of Credit (in Dollars   or the Dollar Equivalent thereof, as applicable), and (ii) with respect to   each standby Letter of Credit, for the period from the date of issuance of   such Letter of Credit to the termination date of such Letter of Credit,   computed at the rate for each day equal to 0.125% per annum on the average   daily Stated Amount of such Letter of Credit (or at such other rate per annum   as agreed in writing between the Borrower and the applicable Letter of Credit   Issuer). Such Fronting Fees shall be due and payable (x) quarterly in arrears   on the last Business Day of each fiscal quarter of the Borrower and (y) on   the date upon which the Total Revolving Credit Commitment terminates and the   Letters of Credit Outstanding shall have been reduced to zero. (e) Without   duplication, the Borrower agree to pay directly to the Letter of Credit   Issuers in Dollars upon each issuance or renewal of, drawing under, and/or   amendment of, a Letter of Credit issued by it such amount as shall at the   time of such issuance or renewal of, drawing under, and/or amendment be the   processing charge that such Letter of Credit Issuer is customarily charging   for issuances or renewals of, drawings under or amendments of, letters of   credit issued by it. #89847286v15 


    




 










(f)   Notwithstanding the foregoing, the Borrower shall not be obligated to pay any   amounts to any Defaulting Lender pursuant to this Section 4.1. 4.2 Voluntary   Reduction of Revolving Credit Commitments. Upon at least two Business Days’   prior written notice to the Administrative Agent at the Administrative   Agent’s Office (which notice the Administrative Agent shall promptly transmit   to each of the Lenders), the Borrower shall have the right, without premium   or penalty, on any day, permanently to terminate or reduce the Revolving   Credit Commitments in whole or in part; provided that (a) any such reduction   shall apply proportionately and permanently to reduce the Revolving Credit   Commitment of each of the Lenders of any applicable Class, except that (i)   notwithstanding the foregoing, in connection with the establishment on any   date of any Extended Revolving Credit Commitments pursuant to Section   2.14(g), the Revolving Credit Commitments of any one or more Lenders   providing any such Extended Revolving Credit Commitments on such date shall   be reduced in an amount equal to the amount of Revolving Credit Commitments   so extended on such date (provided that (x) after giving effect to any such   reduction and to the repayment of any Revolving Credit Loans made on such   date, the Revolving Credit Exposure of any such Lender does not exceed the   Revolving Credit Commitment thereof and (y) for the avoidance of doubt, any   such repayment of Revolving Credit Loans contemplated by the preceding clause   shall be made in compliance with the requirements of Section 5.3(a) with respect   to the ratable allocation of payments hereunder, with such allocation being   determined after giving effect to any conversion pursuant to Section 2.14(g)   of Revolving Credit Commitments and Revolving Credit Loans into Extended   Revolving Credit Commitments and Extended Revolving Credit Loans pursuant to   Section 2.14(g) prior to any reduction being made to the Revolving Credit   Commitment of any other Lender) and (ii) the Borrower may at its election   permanently reduce the Revolving Credit Commitment of a Defaulting Lender to   $0 without affecting the Revolving Credit Commitments of any other Lender,   (b) any partial reduction pursuant to this Section 4.2 shall be in the amount   of at least $5,000,000, and (c) after giving effect to such termination or   reduction and to any prepayments of the Loans made on the date thereof in   accordance with this Agreement, the aggregate amount of the Lenders’   Revolving Credit Exposures shall not exceed the Total Revolving Credit   Commitment and the aggregate amount of the Lenders’ Revolving Credit   Exposures in respect of any Class shall not exceed the aggregate Revolving   Credit Commitment of such Class. 4.3 Mandatory Termination of Commitments.   (a) The Initial Term Loan Commitments shall terminate at 5:00 p.m. (New York   City time) on the Closing Date. (b) The Revolving Credit Commitment shall   terminate at 5:00 p.m. (New York City time) on the Revolving Credit Maturity   Date. (c) The Swingline Commitment shall terminate at 5:00 p.m. (New York   City time) on the Swingline Maturity Date. (d) The New Term Loan Commitment   for any Series shall, unless otherwise provided in the applicable Joinder   Agreement, terminate at 5:00 p.m. (New York City time) on the Increased   Amount Date for such Series. Section 5. Payments 5.1 Voluntary Prepayments.   #89847286v15 


    




 










(a)The Borrower   shall have the right to prepay Loans, including Term Loans, Revolving Credit   Loans and Swingline Loans, as applicable, s u b j e c t t o t h e t e r ms s   e t f o r t h i n S e c t i o n 5 . 1 ( b ) , in each case, in whole or in   part from time to time on the following terms and conditions: (1) the   Borrower shall give the Administrative Agent at the Administrative Agent’s   Office written notice of its intent to make such prepayment, the amount of   such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s)   pursuant to which made, which notice shall be given by the Borrower no later   than 12:00 noon (New York City time) (i) in the case of LIBOR Loans, three   Business Days prior to, (ii) in the case of ABR Loans (other than Swingline Loans),   one Business Day prior to the date of such prepayment and shall promptly be   transmitted by the Administrative Agent to each of the Lenders and (iii) in   the case of Swingline Loans, on, the date of such prepayment and shall   promptly be transmitted by the Administrative Agent to each of the Lenders or   the Swingline Lender, as the case may be; (2) each partial prepayment of (i)   any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and   in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans (other than   Swingline Loans) shall be in a minimum amount of $1,000,000 and in multiples   of $100,000 in excess thereof and (iii) Swingline Loans shall be in a minimum   amount of $500,000 and in multiples of $100,000 in excess thereof, provided   that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing   shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to   an amount less than the applicable Minimum Borrowing Amount for such LIBOR   Loans; a n d (3) in the case of any prepayment of LIBOR Loans pursuant to   this Section 5.1 on any day other than the last day of an Interest Period   applicable thereto, the Borrower shall, promptly after receipt of a written   request by any applicable Lender (which request shall set forth in reasonable   detail the basis for requesting such amount), pay to the Administrative Agent   for the account of such Lender any amounts required pursuant to Section 2.11.   Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall   be (a) applied to the Class or Classes of Term Loans as the Borrower may   specify and (b) applied to reduce Initial Term Loan Repayment Amounts, any   New Term Loan Repayment Amounts, and, subject to Section 2.14(g), Extended   Term Loan Repayment Amounts, as the case may be, in each case, in such order   as the Borrower may specify. At the Borrower’s election in connection with   any prepayment pursuant to this Section 5.1, such prepayment shall not be   applied to any Term Loan or Revolving Credit Loan of a Defaulting Lender. (b)   (i) In the event that, during the period from the Amendment No. 1 Effective   Date through and including the Initial Period End Date, the Borrower (x)   makes any prepayment of Initial Term Loans in connection with any Repricing   Transaction the primary purpose of which is to decrease the Effective Yield   on such Initial Term Loans or (y) effects any amendment of this Agreement   resulting in a Repricing Transaction the primary purpose of which is to   decrease the Effective Yield on the Initial Term Loans, the Borrower shall   pay to the Administrative Agent, for the ratable account of each of the   applicable Lenders, (1) in the case of clause (x), a prepayment premium of   1.00% of the principal amount of the Initial Term Loans being prepaid in   connection with such Repricing Transaction and (2) in the case of clause (y),   an amount equal to 1.00% of the aggregate amount of the applicable Initial   Term Loans outstanding immediately prior to such amendment that are subject   to an effective pricing reduction pursuant to such Repricing Transaction.   (ii) In the event that, during the period after the Initial Period End Date   through and including the one-year anniversary of the Initial Period End   Date, the Borrower makes any prepayment of Initial Term Loans pursuant to   Section 5.1(a) or a Debt Incurrence Prepayment Event or in connection with   any Change of Control, the Borrower shall pay to the Administrative Agent,   for the ratable account of each of the applicable Lenders, a prepayment   premium of 2.00% of the principal amount of the Initial Term Loans being   prepaid. (iii) In the event that, during the period after the first   anniversary of the Initial Period End #89847286v15 


    




 










Date and prior   to the second anniversary of the Initial Period End Date, the Borrower makes   any prepayment of Initial Term Loans pursuant to Section 5.1(a) or a Debt   Incurrence Prepayment Event or in connection with any Change of Control, the   Borrower shall pay to the Administrative Agent, for the ratable account of   each of the applicable Lenders, a prepayment premium equal to 1.00% of the   principal amount of the Initial Term Loans being prepaid. 5.2 Mandatory   Prepayments. (a) (i) Term Loan Prepayments. On each occasion that a   Prepayment Event occurs, the Borrower shall, within three Business Days after   receipt of the Net Cash Proceeds of a Debt Incurrence Prepayment Event (other   than one covered by clause (iii) below) and within five Business Days after   the occurrence of any other Prepayment Event (or, in the case of Deferred Net   Cash Proceeds, within five Business Days after the Deferred Net Cash Proceeds   Payment Date), prepay, in accordance with clause (c) below, Term Loans with   an equivalent principal amount equal to 100% of the Net Cash Proceeds from   such Prepayment Event. (ii) Not later than ten Business Days after the date   on which financial statements are required to be delivered pursuant to   Section 9.1(a) for any fiscal year (commencing with and including the fiscal   year ending December 31, 2017), the Borrower shall prepay (or cause to be   prepaid), in accordance with clause (c) below, Term Loans with a principal   amount equal to (x) 75% of Excess Cash Flow for such fiscal year; provided   that (A) the percentage in this Section 5.2(a)(ii) shall be reduced to 50% if   the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on the   date of prepayment (prior to giving effect thereto) for the most recent Test   Period ended prior to such prepayment date is less than or equal to 3.50 to   1.00 but greater than 2.75 to 1.00, (B) the percentage in this Section   5.2(a)(ii) shall be reduced to 25% if the Consolidated First Lien Secured   Debt to Consolidated EBITDA Ratio on the date of prepayment (prior to giving   effect) for the most recent Test Period ended prior to such prepayment date   is less than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00 and (C)   no payment of any Term Loans shall be required under this Section 5.2(a)((ii)   if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio on   the date of prepayment (prior to giving effect thereto) for the most recent   Test Period ended prior to such prepayment date is less than or equal to 2.25   to 1.00, minus (y) (i) the principal amount of Term Loans voluntarily prepaid   pursuant to Section 5.1 and (ii) to the extent accompanied by permanent   optional reductions of Revolving Credit Commitments, Extended Revolving   Credit Commitments or Incremental Revolving Credit Commitments, as   applicable, Revolving Credit Loans, Swingline Loans, Extended Revolving   Credit Loans, Incremental Revolving Credit Loans, in each case, other than to   the extent any such prepayment is funded with the proceeds of Funded Debt.   (iii) On each occasion that Permitted Other Indebtedness is issued or   incurred pursuant to Section 10.1(u), the Borrower shall within three   Business Days of receipt of the Net Cash Proceeds of such Permitted Other   Indebtedness prepay, in accordance with clause (c) below, Term Loans with a   principal amount equal to 100% of the Net Cash Proceeds from such issuance or   incurrence of Permitted Other Indebtedness. (iv) Notwithstanding any other   provisions of this Section 5.2, (A) to the extent that any or all of the Net   Cash Proceeds of any Prepayment Event by a Foreign Subsidiary giving rise to   a prepayment pursuant to clause (i) above (a “Foreign Prepayment Event”) or   Excess Cash Flow are prohibited or delayed by any Requirements of Law from   being repatriated to the Credit Parties, an amount equal to the portion of   such Net Cash Proceeds or Excess Cash Flow so affected will not be required   to be applied to #89847286v15 


    




 










repay Loans at   the times provided in clauses (i) and (ii) above, as the case may be, but   only so long, as the applicable Requirements of Law will not permit   repatriation to the Credit Parties (the Credit Parties hereby agreeing to   cause the applicable Subsidiary to promptly take all actions reasonably   required by the applicable Requirements of Law to permit repatriation), and   once a repatriation of any of such affected Net Cash Proceeds or Excess Cash   Flow is permitted under the applicable Requirements of Law, an amount equal   to such Net Cash Proceeds or Excess Cash Flow will be promptly (and in any   event not later than ten Business Days after such repatriation is permitted)   applied (net of any taxes that would be payable or reserved against if such   amounts were actually repatriated whether or not they are repatriated) to the   repayment of the Loans pursuant to clauses (i) and (ii) above, as applicable,   and (B) to the extent that the Borrower has determined in good faith that   repatriation of any of or all the Net Cash Proceeds of any Foreign Prepayment   Event or Excess Cash Flow would have a material adverse tax consequence with   respect to such Net Cash Proceeds or Excess Cash Flow, an amount equal to the   Net Cash Proceeds or Excess Cash Flow so affected may be retained by the   applicable Foreign Subsidiary; provided that in the case of this clause (B),   on or before the date on which any Net Cash Proceeds from any Foreign   Prepayment Event so retained would otherwise have been required to be applied   to reinvestments or prepayments pursuant to clause (i) above or, in the case   of Excess Cash Flow, a date on or before the date that is eighteen months   after the date an amount equal to such Excess Cash Flow would have so   required to be applied to prepayments pursuant to clause (ii) above unless   previously actually repatriated in which case such repatriated Excess Cash   Flow shall have been promptly applied to the repayment of the Term Loans   pursuant to clause (ii) above, (x) the Borrower shall apply an amount equal   to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or   prepayments as if such Net Cash Proceeds or Excess Cash Flow had been   received by the Credit Parties rather than such Foreign Subsidiary, less the   amount of any taxes that would have been payable or reserved against if such   Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the   Net Cash Proceeds or Excess Cash Flow that would be calculated if received by   such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow   shall be applied to the repayment of Indebtedness of a Foreign Subsidiary.   For the avoidance of doubt, nothing in this Agreement, including Section 5   shall be construed to require any Foreign Subsidiary to repatriate cash. (b)   Repayment of Revolving Credit Loans. If on any date the aggregate amount of   the Lenders’ Revolving Credit Exposures in respect of any Class of Revolving   Loans for any reason exceeds 100% of the Revolving Credit Commitment of such   Class then in effect, the Borrower shall forthwith repay on such date   Revolving Loans of such Class in an amount equal to such excess. If after   giving effect to the prepayment of all outstanding Revolving Loans of such   Class, the Revolving Credit Exposures of such Class exceed the Revolving   Credit Commitment of such Class then in effect, the Borrower shall Cash   Collateralize the Letters of Credit Outstanding in relation to such Class to   the extent of such excess. (c) Application to Repayment Amounts. Subject to   Section 5.2(f), each prepayment of Term Loans required by Section 5.2(a)(i)   or (ii) shall be allocated pro rata among the Initial Term Loans, the New   Term Loans and the Extended Term Loans based on the applicable remaining   Repayment Amounts due thereunder and shall be applied within each Class of   Term Loans in respect of such Term Loans in direct order of maturity thereof   or as otherwise directed by the Borrower; provided that if any Class of   Extended Term Loans have been established hereunder, the Borrower may   allocate such prepayment in its sole discretion to the Term Loans of the   Existing Term Loan Class, if any, from which such Extended Term Loans were   converted (except, as to Term Loans made pursuant to a Joinder Agreement, as   otherwise set forth in such Joinder Agreement, or as to a Replacement Term   Loan). Subject to Section 5.2(f), with respect to each such prepayment, the   Borrower will, not later than the date specified in Section 5.2(a) for making   such prepayment, give the Administrative Agent written notice which shall   include a calculation of the amount of such prepayment to be applied to each   Class of Term Loans #89847286v15 


    




 










requesting that   the Administrative Agent provide notice of such prepayment to each Initial   Term Loan Lender, New Term Loan Lender or Lender of Extended Term Loans, as   applicable. (d) Application to Term Loans. With respect to each prepayment of   Term Loans required by Section 5.2(a), the Borrower may, if applicable,   designate the Types of Loans that are to be prepaid and the specific   Borrowing(s) pursuant to which made; provided, that if any Lender has   provided a Rejection Notice in compliance with Section 5.2(f), such   prepayment shall be applied with respect to the Term Loans to be prepaid on a   pro rata basis across all outstanding Types of such Term Loans in proportion   to the percentage of such outstanding Term Loans to be prepaid represented by   each such Class. In the absence of a Rejection Notice or a designation by the   Borrower as described in the preceding sentence, the Administrative Agent   shall, subject to the above, make such designation in its reasonable   discretion with a view, but no obligation, to minimize breakage costs owing   under Section 2.11. (e) Application to Revolving Credit Loans. With respect   to each prepayment of Revolving Credit Loans, the Borrower may designate (i)   the Types of Loans that are to be prepaid and the specific Borrowing(s)   pursuant to which made and (ii) the Revolving Loans to be prepaid, provided   that (y) each prepayment of any Loans made pursuant to a Borrowing shall be   applied pro rata among such Loans; and (z) notwithstanding the provisions of   the preceding clause (y), no prepayment of Revolving Loans shall be applied   to the Revolving Credit Loans of any Defaulting Lender unless otherwise   agreed in writing by the Borrower. In the absence of a designation by the   Borrower as described in the preceding sentence, the Administrative Agent   shall, subject to the above, make such designation in its reasonable discretion   with a view, but no obligation, to minimize breakage costs owing under   Section 2.11. (f) Rejection Right. The Borrower shall notify the   Administrative Agent in writing of any mandatory prepayment of Term Loans   required to be made pursuant to Section 5.2(a) at least three Business Days   prior to the date of such prepayment. Each such notice shall specify the date   of such prepayment and provide a reasonably detailed calculation of the   amount of such prepayment. The Administrative Agent will promptly notify each   Lender holding Term Loans of the contents of such prepayment notice and of   such Lender’s pro rata share of the prepayment. Each Term Loan Lender may   reject all (but not less than all) of its pro rata share of any mandatory   prepayment other than any such mandatory prepayment with respect to a Debt   Incurrence Prepayment Event under Section 5.2(a)(i) or Permitted Other   Indebtedness under Section 5.2(a)(iii) (such declined amounts, the “Declined   Proceeds”) of Term Loans required to be made pursuant to Section 5.2(a) by   providing written notice (each, a “Rejection Notice”) to the Administrative   Agent no later than 5:00 p.m. (New York City time) one Business Day after the   date of such Lender’s receipt of notice from the Administrative Agent   regarding such prepayment. If a Lender fails to deliver a Rejection Notice to   the Administrative Agent within the time frame specified above, any such   failure will be deemed an acceptance of the total amount of such mandatory   prepayment of Term Loans. Promptly after the time period specified above, the   Administrative Agent shall notify each Lender holding Term Loans that did not   deliver a Rejection Notice (each, an “Accepting Term Loan Lender”) of the   amount of the Declined Proceeds and such Accepting Term Loan Lender’s pro   rata share of such Declined Proceeds. Each Accepting Term Loan Lender may   reject all (but not less than all) of its pro rata share of the Declined   Proceeds by providing written notice (each, a “Declined Proceeds Rejection   Notice”) to the Administrative Agent no later than 5:00 p.m. (New York City   time) one Business Day after the date of such Accepting Term Loan Lender’s   receipt of notice from the Administrative Agent regarding the Declined   Proceeds. If an Accepting Term Loan Lender fails to deliver a Declined   Proceeds Rejection Notice to the Administrative Agent within the time frame   specified above, any such failure will be deemed an acceptance of the total   amount of such Accepting Term Loan Lender’s pro rata share of the Declined   Proceeds. Any Declined Proceeds remaining after offering such Declined   Proceeds to the Accepting Term Loan Lenders in accordance with the terms   hereof shall be retained by the Borrower (“Retained Declined Proceeds”).   #89847286v15 


    




 










5.3 Method and   Place of Payment. (a) Except as otherwise specifically provided herein, all   payments under this Agreement shall be made by the Borrower, without set-off,   counterclaim or deduction of any kind, to the Administrative Agent for the   ratable account of the Lenders entitled thereto (or, in the case of the   Swingline Loans to the Swingline Lender) or the Letter of Credit Issuer   entitled thereto, as the case may be, not later than 12:00 noon (New York   City time), in each case, on the date when due and shall be made in   immediately available funds at the Administrative Agent’s Office or at such   other office as the Administrative Agent shall specify for such purpose by   notice to the Borrower (or, in the case of the #89847286v15 


    




 










Swingline   Loans, at such office as the Swingline Lender shall specify for such purpose   by Notice to the Borrower), it being understood that written or facsimile   notice by the Borrower to the Administrative Agent to make a payment from the   funds in the Borrower’s account at the Administrative Agent’s Office shall   constitute the making of such payment to the extent of such funds held in   such account. All repayments or prepayments of any Loans (whether of   principal, interest or otherwise) hereunder and all other payments under each   Credit Document shall, unless otherwise specified in such Credit Document, be   made in Dollars. The Administrative Agent will thereafter cause to be   distributed on the same day (if payment was actually received by the   Administrative Agent prior to 12:00 noon (New York City time) or, otherwise,   on the next Business Day in the Administrative Agent’s sole discretion) like   funds relating to the payment of principal or interest or Fees ratably to the   Lenders entitled thereto. (b) Any payments under this Agreement that are made   later than 12:00 noon (New York City time) may be deemed to have been made on   the next succeeding Business Day in the Administrative Agent’s sole   discretion for purposes of calculating interest thereon (or, in the case of the   Swingline Loans, at the Swingline Lender’s sole discretion). Except as   otherwise provided herein, whenever any payment to be made hereunder shall be   stated to be due on a day that is not a Business Day, the due date thereof   shall be extended to the next succeeding Business Day and, with respect to   payments of principal, interest shall be payable during such extension at the   applicable rate in effect immediately prior to such extension. 5.4 Net   Payments. (a) Payments Free of Taxes; Obligation to Withhold; Payments on   Account of Taxes. (i) Any and all payments by or on account of any obligation   of any Credit Party hereunder or under any other Credit Document shall to the   extent permitted by applicable laws be made free and clear of and without   reduction or withholding for any Taxes. (ii) If any Withholding Agent shall   be required by applicable law to withhold or deduct any Taxes from any   payment, then (A) such Withholding Agent shall withhold or make such   deductions as are reasonably determined by such Withholding Agent to be   required by applicable law, (B) such Withholding Agent shall timely pay the   full amount withheld or deducted to the relevant Governmental Authority, and   (C) to the extent that the withholding or deduction is made on account of   Indemnified Taxes, the sum payable by the applicable Credit Party shall be   increased as necessary so that after any required withholding or deductions   have been made (including withholding or deductions applicable to additional   sums payable under this Section 5.4) each Lender (or, in the case of a   payment to the Administrative Agent for its own account, the Administrative   Agent) receives an amount equal to the sum it would have received had no such   withholding or deductions been made. (b) Payment of Other Taxes by the   Borrower. Without limiting the provisions of subsection (a) above, the Credit   Party shall timely pay any Other Taxes to the relevant Governmental Authority   in accordance with applicable law or timely reimburse the Administrative   Agent or any Lender for the payment of any Other Taxes. (c)Tax   Indemnifications. Without limiting the provisions of subsection (a) or (b)   above, the Credit Party shall indemnify the Administrative Agent and each   Lender, and shall make payment in respect thereof within 15 days after demand   therefor, for the full amount of Indemnified Taxes (including Indemnified   Taxes imposed or asserted on or attributable to amounts payable under this   Section 5.4) payable by the Administrative Agent or such Lender, as the case   may be, and any reasonable expenses arising therefrom or with respect   thereto, whether or not such Indemnified Taxes were correctly or legally   imposed or asserted by the relevant Governmental Authority. A certificate as   to the amount of any such #89847286v15 


    




 









 



payment or   liability (along with a written statement setting forth in reasonable detail   the basis and calculation of such amounts) delivered to the Borrower by a   Lender, or by the Administrative Agent on its own behalf or on behalf of a   Lender, shall be conclusive absent manifest error. If the Borrower reasonably   believes that any such Indemnified Taxes were not correctly or legally   asserted, the Administrative Agent and/or each affected Lender will use   reasonable efforts to cooperate with the Borrower in pursuing a refund of   such Indemnified Taxes so long as such efforts would not, in the sole   determination of the Administrative Agent or affected Lender, result in any   additional costs, expenses or risks or be otherwise disadvantageous to it.   (d) Evidence of Payments. After any payment of Taxes by any Credit Party or   the Administrative Agent to a Governmental Authority as provided in this   Section 5.4, the Credit Party shall deliver to the Administrative Agent the   original or a certified copy of a receipt issued by such Governmental   Authority evidencing such payment, a copy of any return required by laws to   report such payment or other evidence of such payment reasonably satisfactory   to the Administrative Agent. (e) Status of Lenders and Tax Documentation. (i)   Each Lender shall deliver to the Borrower and to the Administrative Agent, at   such time or times reasonably requested by the Borrower or the Administrative   Agent, such properly completed and executed documentation prescribed by   applicable laws or by the taxing authorities of any jurisdiction and such   other reasonably requested information as will permit the Borrower or the   Administrative Agent, as the case may be, to determine (A) whether or not any   payments made hereunder or under any other Credit Document are subject to   Taxes, (B) if applicable, the required rate of withholding or deduction, and   (C) such Lender’s entitlement to any available exemption from, or reduction   of, applicable Taxes in respect of any payments to be made to such Lender by   any Credit Party pursuant to any Credit Document or otherwise to establish   such Lender’s status for withholding tax purposes in the applicable   jurisdiction. Any documentation and information required to be delivered by a   Lender pursuant to this Section 5.4(e) (including any specific documentation   set forth in subsection (ii) below) shall be delivered by such Lender (i) on   or prior to the Closing Date (or on or prior to the date it becomes a party   to this Agreement), (ii) on or before any date on which such documentation   expires or becomes obsolete or invalid, (iii) after the occurrence of any   change in the Lender’s circumstances requiring a change in the most recent   documentation previously delivered by it to the Borrower and the   Administrative Agent, and (iv) from time to time thereafter if reasonably   requested by the Borrower or the Administrative Agent, and each such Lender   shall promptly notify in writing the Borrower and the Administrative Agent if   such Lender is no longer legally eligible to provide any documentation   previously provided. (ii) Without limiting the generality of the foregoing:   (A) any Lender that is a “United States person” within the meaningof Section   7701(a)(30) of the Code (a “U.S. Lender”) shall deliver to the Borrower and   the Administrative Agent executed originals or copies of Internal Revenue   Service Form W-9 or such other documentation or information prescribed by   applicable laws or reasonably requested by the Borrower or the Administrative   Agent as will enable the Borrower or the Administrative Agent, as the case   may be, to determine whether or not such Lender is subject to backup   withholding or information reporting requirements; (B) each Non-U.S. Lender   that is entitled under the Code or any applicable treaty to an exemption from   or reduction of U.S. federal withholding tax with respect to any payments   hereunder or under any other Credit Document shall deliver to the Borrower   and the #89847286v15 


    




 










Administrative   Agent (in such number of copies as shall be requested by the recipient)   whichever of the following is applicable: (1) executed originals or copies of   Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any applicable   successor form) claiming eligibility for benefits of an income tax treaty to   which the United States is a party; (2) executed originals or copies of   Internal Revenue Service Form W-8ECI (or any successor form thereto); (3) in   the case of a Non-U.S. Lender claiming the benefits of the exemption for   portfolio interest under Section 881(c) of the Code, (x) a certificate,   substantially in the form of Exhibit I-1, I-2, I-3 or I-4, as applicable, (a   “Non-Bank Tax Certificate”), to the effect that such Non-U.S. Lender is not   (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10-percent   shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of   the Code, or (C) a “controlled foreign corporation” described in Section   881(c)(3)(C) of the Code and that no payments under any Credit Document are   effectively connected with such Non-U.S. Lender’s conduct of a United States   trade or business and (y) executed originals or copies of Internal Revenue   Service Form W-8BEN or Form W-8BEN-E (or any applicable successor form);   (4)where such Lender is a partnership (for U.S. federal income tax purposes)   or otherwise not a beneficial owner (e.g., where such Lender has sold a   participation), Internal Revenue Service Form W-8IMY (or any successor   thereto), accompanied by Internal Revenue Service Form W-8ECI, Internal   Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E and all   required supporting documentation (including, where one or more of the   underlying beneficial owner(s) is claiming the benefits of the portfolio   interest exemption, a Non-Bank Tax Certificate (substantially in the form of   Exhibit I-2 or Exhibit I-3, as applicable) of such beneficial owner(s))   (provided that, if the Non-U.S. Lender is a partnership and not a   participating Lender, the Non-Bank Tax Certificate(s) (substantially in the   form of Exhibit I-4) may be provided by the Non-U.S. Lender on behalf of the   direct or indirect partner(s)); or (5) executed originals of any other form   prescribed by applicable laws as a basis for claiming exemption from or a   reduction in U.S. federal withholding tax together with such supplementary   documentation as may be prescribed by applicable laws to permit the Borrower   or the Administrative Agent to determine the withholding or deduction   required to be made; (C) if a payment made to a Lender under any Credit   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 Sections 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, to determine whether such Lender has complied with   such Lender’s obligations under FATCA or to determine the amount, if any, to   deduct and withhold from such payment. #89847286v15 


    




 










Solely for   purposes of this clause (C), “FATCA” shall include any amendments made to   FATCA after the date of this Agreement; and (D) If the Administrative Agent   is a “United States person” (as defined in Section 7701(a)(30) of the Code),   it shall provide the Borrower with two duly completed copies of Internal   Revenue Service Form W-9. If the Administrative Agent is not a “United States   person” (as defined in Section 7701(a)(30) of the Code), it shall provide an   applicable Form W-8 (together with required accompanying documentation) with   respect to payments to be received by it on behalf of the Lenders. (iii)   Administrative deliver. Notwithstanding anything to the contrary in this   Section 5.4, no Lender or the Agent shall be required to deliver any   documentation that it is not legally eligible to (f) Treatment of Certain   Refunds. If the Administrative Agent or any Lender determines, in its sole   discretion exercised in good faith, that it has received a refund of any   Indemnified Taxes as to which it has been indemnified by any Credit Party or   with respect to which any Credit Party has paid additional amounts pursuant   to this Section 5.4, the Administrative Agent or such Lender (as applicable)   shall promptly pay to the Borrower an amount equal to such refund (but only   to the extent of indemnity payments made, or additional amounts paid, by the   Credit Parties under this Section 5.4 with respect to the Indemnified Taxes   giving rise to such refund), net of all out-of-pocket expenses (including any   Taxes) incurred by the Administrative Agent or such Lender, as the case may   be, and without interest (other than any interest paid by the relevant   Governmental Authority with respect to such refund); provided that the   Borrower, upon the request of the Administrative Agent or such Lender, agrees   to repay the amount paid over to the Borrower (plus any penalties, interest   or other charges imposed by the relevant Governmental Authority) to the   Administrative Agent or such Lender in the event the Administrative Agent or   such Lender is required to repay such refund to such Governmental Authority.   In such event, the Administrative Agent or such Lender, as the case may be,   shall, at the Borrower’s request, provide the Borrower with a copy of any   notice of assessment or other evidence of the requirement to repay such   refund received from the relevant taxing authority (provided that the   Administrative Agent or such Lender may delete any information therein that   it deems confidential). Notwithstanding anything to the contrary in this   paragraph (f), in no event will the Administrative Agent or any Lender be   required to pay any amount to an indemnifying party pursuant to this   paragraph (f) the payment of which would place the Administrative Agent or   any Lender in a less favorable net after-Tax position than the Administrative   Agent or any Lender 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 subsection shall not be construed to   require the Administrative Agent or any Lender to make available its Tax   returns (or any other information relating to its Taxes that it deems   confidential) to any Credit Party or any other Person. (g) For the avoidance   of doubt, for purposes of this Section 5.4, the term “Lender” includes any   Letter of Credit Issuer and the term “applicable law” includes FATCA. (h)   Each party’s obligations under this Section 5.4 shall survive the resignation   or replacement of the Administrative Agent or any assignment of rights by, or   the replacement of, a Lender, the termination of the Commitments and the   repayment, satisfaction or discharge of all obligations under the Credit   Documents. #89847286v15 


    




 










5.5   Computations of Interest and Fees. (a) Except as provided in the next   succeeding sentence, interest on LIBOR Loans shall be calculated on the basis   of a 360-day year for the actual days elapsed. Interest on ABR Loans shall be   calculated on the basis of a 365-(or 366-, as the case may be) day year for   the actual days elapsed. (b) Fees and the average daily Stated Amount of   Letters of Credit shall be calculated on the basis of a 360-day year for the   actual days elapsed. 5.6 Limit on Rate of Interest. (a) No Payment Shall Exceed   Lawful Rate. Notwithstanding any other term of this Agreement, the Borrower   shall not be obliged to pay any interest or other amounts under or in   connection with this Agreement or otherwise in respect of the Obligations in   excess of the amount or rate permitted under or consistent with any   applicable law, rule or regulation. (b) Payment at Highest Lawful Rate. If   the Borrower is not obliged to make a payment that it would otherwise be   required to make, as a result of Section 5.6(a), the Borrower shall make such   payment to the maximum extent permitted by or consistent with applicable   laws, rules, and regulations. (c) Adjustment if Any Payment Exceeds Lawful   Rate. If any provision of this Agreement or any of the other Credit Documents   would obligate the Borrower to make any payment of interest or other amount   payable to any Lender in an amount or calculated at a rate that would be   prohibited by any applicable law, rule or regulation, then notwithstanding   such provision, such amount or rate shall be deemed to have been adjusted   with retroactive effect to the maximum amount or rate of interest, as the   case may be, as would not be so prohibited by law, such adjustment to be   effected, to the extent necessary, by reducing the amount or rate of interest   required to be paid by the Borrower to the affected Lender under Section 2.8;   provided that to the extent lawful, the interest or other amounts that would   have been payable but were not payable as a result of the operation of this   Section shall be cumulated and the interest payable to such Lender in respect   of other Loans or periods shall be increased (but not above such maximum   amount or rate of interest therefor) until such cumulated amount, together   with interest thereon at the Federal Funds Effective Rate to the date of   repayment, shall have been received by such Lender. Notwithstanding the   foregoing, and after giving effect to all adjustments contemplated thereby,   if any Lender shall have received from the Borrower an amount in excess of   the maximum permitted by any applicable law, rule or regulation, then the   Borrower shall be entitled, by notice in writing to the Administrative Agent,   to obtain reimbursement from that Lender in an amount equal to such excess,   and pending such reimbursement, such amount shall be deemed to be an amount   payable by that Lender to the Borrower. Section 6. Conditions Precedent to   Initial Borrowing The initial Borrowing under this Agreement is subject to   the satisfaction of the following conditions precedent, except as otherwise   agreed between the Borrower and the Administrative Agent. 6.1 Credit   Documents. The Administrative Agent (or its counsel) shall have received:   #89847286v15 


    




 










(a) Borrower;   this Agreement, executed and delivered by a duly Authorized Officer of the   (b) Guarantors; and the Guarantee, executed and delivered by a duly   Authorized Officer of the (c) the Security Agreement, including any   Intellectual Property security agreements contemplated thereunder, executed   and delivered by a duly Authorized Officer of the Borrower and each   Guarantor. 6.2 Collateral. (a) All outstanding equity interests in whatever   form of each Restricted Subsidiary that is directly owned by or on behalf of   any Credit Party and required to be pledged pursuant to the Security   Documents shall have been pledged pursuant thereto; (b) Except for any items   referred to on Schedule 9.14, to the extent received by the Borrower from the   Target, the Collateral Agent shall have received the certificates   representing securities of each Credit Party’s Wholly-Owned Restricted   Subsidiaries that are Domestic Subsidiaries to the extent required to be   delivered under the Security Documents and pledged under the Security   Documents to the extent certificated, accompanied by instruments of transfer   and undated stock powers or allonges endorsed in blank; provided that the   Borrower shall use commercially reasonable efforts to receive all such   certificates on the Closing Date; (c) All Uniform Commercial Code financing   statements and Intellectual Property security agreements required to be   filed, registered or recorded to create the Liens intended to be created by   any Security Document and perfect such Liens shall have been delivered to the   Collateral Agent, and shall be in proper form, for filing, registration or   recording; and (d)The Administrative Agent shall have received an executed   Perfection Certificate and results of UCC, tax, judgment and Intellectual   Property lien searches satisfactory to the Administrative Agent. 6.3Legal   Opinions. The Administrative Agent (or its counsel) shall have received the   executed legal opinion, in customary form, of Simpson Thacher & Bartlett   LLP, special New York counsel to the Credit Parties. The Borrower hereby   instructs and agrees to instruct the other Credit Parties to have such   counsel deliver such legal opinions. 6.4 Closing Certificates. The   Administrative Agent (or its counsel) shall have received a certificate of   (x) each of the Borrower and the Guarantors, dated the Closing Date,   substantially in the form of Exhibit E, with appropriate insertions, executed   by any Authorized Officer and the Secretary or any Assistant Secretary of the   Borrower and each Guarantor, as applicable, and attaching the documents   referred to in Section 6.5 and (y) an Authorized Officer of the Borrower   certifying compliance with Section 6.7, 6.9 and 6.13. 6.5 Authorization of   Proceedings of the Borrower and the Guarantors; Corporate Documents. The   Administrative Agent shall have received (i) a copy of the resolutions of the   board of directors or other managers of the Borrower and the Guarantors (or a   duly authorized committee thereof) authorizing (a) the execution, delivery,   and performance of the Credit Documents (and any agreements relating thereto)   to which it is a party and (b) in the case of the Borrower, the extensions of   credit contemplated #89847286v15 


    




 










hereunder, (ii)   the Certificate of Incorporation and By-Laws, Certificate of Formation and   Operating Agreement or other comparable organizational documents, as   applicable, the Borrower and the Guarantors, and (iii) signature and   incumbency certificates (or other comparable documents evidencing the same)   of the Authorized Officers of the Borrower and the Guarantors executing the   Credit Documents to which it is a party. 6.6 Fees. The Agents and Lenders   shall have received, substantially simultaneously with the funding of the   Initial Term Loans, fees and, to the extent invoiced at least three business   days prior to the Closing Date (except as otherwise reasonably agreed by the   Borrower) expenses in the amounts previously agreed in writing to be received   on the Closing Date (which amounts may, at the Borrower’s option, be offset   against the proceeds of the Initial Term Loans). 6.7 Representations and   Warranties. On the Closing Date, the Specified Representations shall be true   and correct in all material respects (provided that any such Specified   Representations which are qualified by materiality, material adverse effect   or similar language shall be true and correct in all respects) and the   Company Representations shall be true to the extent a breach thereof would   give the Borrower (or one of its Affiliates) the right (taking into account   any applicable cure provisions) to terminate its obligations under the   Acquisition Agreement (or otherwise decline to consummate the Acquisition   without any liability). 6.8 Solvency Certificate. On the Closing Date, the   Administrative Agent shall have received a certificate from the Chief   Executive Officer, the President, the Chief Financial Officer, the Treasurer,   the Vice President-Finance, a Director, a Manager, or any other senior   financial officer of the Borrower to the effect that after giving effect to   the consummation of the Transactions, the Borrower on a consolidated basis   with the Subsidiaries is Solvent. 6.9 Acquisition. The Tender Offer and the   Merger shall have been, or substantially concurrently with the initial Credit   Event hereunder shall be, consummated in all material respects in accordance   with the terms of the Acquisition Agreement (or the Joint Lead Arrangers and   Joint Bookrunners shall be reasonably satisfied with the arrangements in   place for the consummation of the Acquisition reasonably promptly after the   initial Credit Event hereunder and shall have received confirmation from   representatives of the Borrower that such actions shall be taken promptly   after the initial Credit Event hereunder). 6.10Patriot Act. The   Administrative Agent and the Joint Lead Arrangers shall have received at   least three Business Days prior to the Closing Date such documentation and   information as is reasonably requested in writing at least ten Business Days   prior to the Closing Date by the Administrative Agent or the Joint Lead   Arrangers about the Credit Parties to the extent required by regulatory   authorities under applicable “know your customer” and anti-money laundering   rules and regulations, including, without limitation, the Patriot Act. 6.11   Pro Forma Balance Sheet. The Joint Lead Arrangers and Joint Bookrunners shall   have received a pro forma consolidated balance sheet and related pro forma   statement of income (collectively, the “Pro Forma Financial Statements”) of   the Borrower as of and for the 12-month period ending on September 30, 2016,   prepared after giving effect to the Transactions as if the Transactions had   occurred as of such date (in the case of such balance sheet) or at the   beginning of such period (in the case of such other statements of income), which   need not be prepared in compliance with Regulation S-X of the Securities Act   of 1933, as amended, or include adjustments for purchase accounting   (including adjustments of the type contemplated by ASC 805).   -110-#89847286v15 


    




 










6.12 Financial   Statements. The Joint Lead Arrangers and Joint Bookrunners shall have   received the Borrower Historical Financial Statements and the Target   Historical Financial Statements. 6.13 No Company Material Adverse Effect.   Since the date of the Acquisition Agreement, there shall not have occurred   any Company Material Adverse Effect. 6.14 Refinancing. Substantially   simultaneously with the funding of the Initial Term Loans, the Closing Date   Refinancing shall be consummated. 6.15 Notice of Term Loan Borrowing. The   Administrative Agent (or its counsel) shall have received a Notice of   Borrowing with respect to the Initial Term Loan meeting the requirements of   Section 2.3. For purposes of determining compliance with the conditions   specified in Section 6 on the Closing Date, each Lender that has signed this   Agreement shall be deemed to have consented to, approved or accepted or to be   satisfied with, each document or other matter required thereunder to be   consented to or approved by or acceptable or satisfactory to a Lender unless   the Administrative Agent shall have received notice from such Lender prior to   the proposed Closing Date specifying its objection thereto. Section 7.   Conditions Precedent to All Credit Events after the Closing Date The   agreement of each Lender to make any Loan requested to be made by it on any   date (excluding Mandatory Borrowings and Revolving Credit Loans required to   be made by the Revolving Credit Lenders in respect of Unpaid Drawings   pursuant to Sections 3.3 and 3.4) and the obligation of the Letter of Credit   Issuers to issue, amend, renew, increase or extend any Letters of Credit on   any date is subject to the satisfaction (or waiver) of the following   conditions precedent: 7.1 No Default; Representations and Warranties. At the   time of each Credit Event and also after giving effect thereto (other than   any Credit Event on the Closing Date or pursuant to any Loan made pursuant to   Section 2.14 (which shall be subject to the terms of Section 2.14) (a) no   Default or Event of Default shall have occurred and be continuing and (b) all   representations and warranties made by any Credit Party contained herein or   in the other Credit Documents shall be true and correct in all material   respects (provided that any such representations and warranties which are qualified   bymateriality, material adverse effect or similar language shall be true and   correct in all respects) with the same effect as though such representations   and warranties had been made on and as of the date of such Credit Event   (except where such representations and warranties expressly relate to an   earlier date, in which case such representations and warranties shall have   been true and correct in all material respects (provided that any such   representations and warranties which are qualified by materiality, material   adverse effect or similar language shall be true and correct in all respects)   as of such earlier date). 7.2 Notice of Borrowing. (a) Prior to the making of   each Term Loan after the Closing Date, the Administrative Agent shall have   received a Notice of Borrowing meeting the requirements of Section 2.3. (b)   Prior to the making of each Revolving Credit Loan (other than any Revolving   Credit Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the   Administrative Agent shall have received a Notice of Borrowing meeting the   requirements of Section 2.3. -111-#89847286v15 


    




 










(c) Prior to   the issuance of each Letter of Credit, the Administrative Agent and the   applicable Letter of Credit Issuer shall have received a Letter of Credit   Request meeting the requirements of Section 3.2(a). The acceptance of the   benefits of each Credit Event shall constitute a representation and warranty   by each Credit Party to each of the Lenders that all the applicable   conditions specified in Section 7 above have been satisfied as of that time.   Section 8. Representations and Warranties In order to induce the Lenders to   enter into this Agreement and to make the Loans and issue or participate in   Letters of Credit as provided for herein, the Borrower makes the following   representations and warranties to the Lenders, all of which shall survive the   execution and delivery of this Agreement, the making of the Loans and the   issuance of the Letters of Credit (it being understood that the following   representations and warranties shall be deemed made with respect to any   Foreign Subsidiary only to the extent relevant under applicable law): 8.1   Corporate Status. Each Credit Party (a) is a duly organized and validly   existing corporation, limited liability company or other entity in good   standing (if applicable) under the laws of the jurisdiction of its   organization and has the corporate, limited liability company or other   organizational power and authority to own its property and assets and to   transact the business in which it is engaged and (b) has duly qualified and   is authorized to do business and is in good standing (if applicable) in all   jurisdictions where it is required to be so qualified, except where the   failure to be so qualified would not reasonably be expected to result in a   Material Adverse Effect. 8.2 Corporate Power and Authority. Each Credit Party   has the corporate or other organizational power and authority to execute,   deliver and carry out the terms and provisions of the Credit Documents to   which it is a party and has taken all necessary corporate or other   organizational action to authorize the execution, delivery and performance of   the Credit Documents to which it is a party. Each Credit Party has duly   executed and delivered each Credit Document to which it is a party and each   such Credit Document constitutes the legal, valid, and binding obligation of   such Credit Party enforceable in accordance with its terms (provided that,   with respect to the creation and perfection of security interests with respect   to Indebtedness, Capital Stock and Stock Equivalents of Foreign Subsidiaries,   only to the extent enforceability of such obligation with respect to which   Capital Stock and Stock Equivalents of Foreign Subsidiaries is governed by   the Uniform Commercial Code), except as the enforceability thereof may be   limited by bankruptcy, insolvency or similar laws affecting creditors’ rights   generally and subject to general principles of equity. 8.3 No Violation.   Neither the execution, delivery or performance by any Credit Party of the   Credit Documents to which it is a party nor compliance with the terms and   provisions thereof nor the consummation of the Acquisition and the other   transactions contemplated hereby or thereby will (a) contravene any   applicable provision of any material law, statute, rule, regulation, order,   writ, injunction or decree of any court or governmental instrumentality, (b)   result in any breach of any of the terms, covenants, conditions or provisions   of, or constitute a default under, or result in the creation or imposition of   (or the obligation to create or impose) any Lien upon any of the property or   assets of such Credit Party or any of the Restricted Subsidiaries (other than   Liens created under the Credit Documents or Permitted Liens) pursuant to, the   terms of any material indenture, loan agreement, lease agreement, mortgage,   deed of trust, agreement or other material instrument to which such Credit   Party or any of the Restricted Subsidiaries is a party or by which it or any   of its property or assets is bound (any such term, covenant, condition or   provision, a “Contractual Requirement”) other than any such breach, default   or -112-#89847286v15 


    




 










Lien that would   not reasonably be expected to result in a Material Adverse Effect or (c)   violate any provision of the certificate of incorporation, by-laws, articles   or other organizational documents of such Credit Party or any of the   Restricted Subsidiaries (after giving effect to the Acquisition). 8.4   Litigation. There are no actions, suits or proceedings pending or, to the   knowledge of the Borrower, threatened in writing against the Borrower or any   of the Restricted Subsidiaries that would reasonably be expected to result in   a Material Adverse Effect. 8.5 Margin Regulations. Neither the making of any   Loan hereunder nor the use of the proceeds thereof will violate the   provisions of Regulation T, U or X of the Board. 8.6 Governmental Approvals.   The execution, delivery and performance of each Credit Document does not   require any consent or approval of, registration or filing with, or other   action by, any Governmental Authority, except for (i) such as have been   obtained or made and are in full force and effect, (ii) filings, consents,   approvals, registrations and recordings in respect of the Liens created   pursuant to the Security Documents (and to release existing Liens), and (iii)   such licenses, approvals, authorizations, registrations, filings or consents   the failure of which to obtain or make would not reasonably be expected to   result in a Material Adverse Effect. 8.7 Investment Company Act. None of the   Borrower or any Restricted Subsidiary is an “investment company” within the   meaning of the Investment Company Act of 1940, as amended. 8.8 True and   Complete Disclosure. (a) None of the written factual information and written   data (taken as a whole) heretofore or contemporaneously furnished by or on   behalf of the Borrower, any of the Restricted Subsidiaries or any of their   respective authorized representatives to the Administrative Agent, any Joint   Lead Arranger, and/or any Lender on or before the Closing Date (including all   such written information and data contained in (i) the Confidential   Information Memorandum (as updated prior to the Closing Date and including   all information incorporated by reference therein) and (ii) the Credit   Documents) for purposes of or in connection with this Agreement or any   transaction contemplated herein contained any untrue statement of any   material fact or omitted to state any material fact necessary to make such   information and data (taken as a whole) not materially misleading at such   time in light of the circumstances under which such information or data was   furnished (after giving effect to all supplements and updates), it being   understood and agreed that for the purposes of this Section 8.8(a), such   factual information and data shall not include pro forma financial   information, projections, estimates (including financial estimates,   forecasts, and other forward-looking information) or other forward looking   information and information of a general economic or general industry nature.   (b) The projections (including financial estimates, forecasts, and other   forward-looking information) contained in the information and data referred   to in paragraph (a) above were based on good faith estimates and assumptions   believed by such Persons to be reasonable at the time made, it being   recognized by the Lenders that such projections as to future events are not   to be viewed as facts and that actual results during the period or periods   covered by any such projections may differ from the projected results and   such differences may be material. 8.9 Financial Condition; Financial   Statements. (a) forth in the (i) The unaudited historical consolidated   financial information of the Borrower as set Confidential Information   Memorandum, and (ii) the Borrower Historical Financial -113-#89847286v15 


    




 










Statements, in   each case present fairly in all material respects the consolidated financial   position of the Borrower at the respective dates of said information,   statements and results of operations for the respective periods covered   thereby. The Pro Forma Financial Statements, copies of which have heretofore   been furnished to the Administrative Agent, have been prepared based on the   Borrower Historical Financial Statements and have been prepared in good   faith, based on assumptions believed by the Borrower to be reasonable as of   the date of delivery thereof, and present fairly in all material respects on   a Pro Forma Basis the estimated financial position of the Borrower and its   Subsidiaries as at September 30, 2016 and their estimated results of   operations for the period covered thereby. The financial statements referred   to in clause (a)(ii) of this Section 8.9 have been prepared in accordance   with GAAP consistently applied except to the extent provided in the notes to   said financial statements. (b) There has been no Material Adverse Effect   since the Closing Date. Each Lender and the Administrative Agent hereby   acknowledges and agrees that the Borrower and its Subsidiaries may be   required to restate historical financial statements as the result of the   implementation of changes in GAAP, or the interpretation thereof, and that   such restatements will not result in a Default or an Event of Default under   the Credit Documents. 8.10 Compliance with Laws; No Default. (a) Each Credit   Party is in compliance with all Requirements of Law applicable to it or its property,   except where the failure to be so in compliance would not reasonably be   expected to result in a Material Adverse Effect. (b) No Default or Event of   Default has occurred and is continuing. 8.11 Tax Matters. Except as would not   reasonably be expected to have a Material Adverse Effect, (a) each of the   Borrower and its Subsidiaries has filed all Tax returns required to be filed   by it and has timely paid all Taxes payable by it (whether or not shown on a   Tax return and including in its capacity as withholding agent) that have   become due, other than those being contested in good faith and by proper   proceedings if it has maintained adequate reserves (in the good faith   judgment of management of the Borrower or such Subsidiary, as applicable)   with respect thereto in accordance with GAAP and (b) each of the Borrower and   its Subsidiaries has paid, or has provided adequate reserves (in the good   faith judgment of management of the Borrower or such Subsidiary, as   applicable) in accordance with GAAP for the payment of all Taxes not yet due   and payable. There is no current or proposed Tax assessment, deficiency or   other claim against the Borrower or any of its Subsidiaries that would   reasonably be expected to result in a Material Adverse Effect. 8.12   Compliance with ERISA. (a) Except as would not reasonably be expected to have   a Material Adverse Effect, no ERISA Event has occurred or is reasonably   expected to occur. (b) Except as would not reasonably be expected to have a   Material Adverse Effect, no Foreign Plan Event has occurred or is reasonably   expected to occur. 8.13 Subsidiaries. Schedule 8.13 lists each Subsidiary of   the Borrower existing on the Closing Date after giving effect to the   Transactions. -114-#89847286v15 


    




 










8.14   Intellectual Property. Each of the Borrower and the Restricted Subsidiaries   owns or has the right to use all Intellectual Property that is used or held   for use in or otherwise necessary for the operation of their respective   businesses as currently conducted, except where the failure to own or have a   right to use such Intellectual Property would not reasonably be expected to   have a Material Adverse Effect. The operation of their respective businesses   by each of the Borrower and the Restricted Subsidiaries does not infringe upon,   misappropriate, violate or otherwise conflict with the Intellectual Property   of any third party, except as would not reasonably be expected to have a   Material Adverse Effect. 8.15 Environmental Laws. (a) Except as would not   reasonably be expected to have a Material Adverse Effect: (i) each of the   Borrower and the Restricted Subsidiaries and their respective operations and   properties are in compliance with all applicable Environmental Laws; (ii)   none of the Borrower or any Restricted Subsidiary has received written notice   of any Environmental Claim; (iii) none of the Borrower or any Restricted   Subsidiary is conducting any investigation, removal, remedial or other   corrective action pursuant to any Environmental Law at any location; and (iv)   to the knowledge of the Borrower, no underground or above ground storage tank   or related piping, or any impoundment or other disposal area containing   Hazardous Materials is located at, on or under any Real Estate currently   owned or leased by the Borrower or any of the Restricted Subsidiaries.   (b)None of the Borrower or any of the Restricted Subsidiaries has treated,   stored, transported, Released or arranged for disposal or transport for   disposal or treatment of Hazardous Materials at, on, under or from any   currently or formerly owned or operated property nor, to the knowledge of the   Borrower, has there been any other Release of Hazardous Materials at, on,   under or from any such properties, in each case, in a manner that would   reasonably be expected to have a Material Adverse Effect. 8.16 Properties.   (a) (i) Each of the Borrower and the Restricted Subsidiaries has good and   valid record title to, valid leasehold interests in, or rights to use, all   properties that are necessary for the operation of their respective   businesses as currently conducted and as proposed to be conducted, free and   clear of all Liens (other than any Liens permitted by this Agreement) and   except where the failure to have such good title or interest would not   reasonably be expected, individually or in the aggregate, to have a Material   Adverse Effect and (ii) no Mortgage encumbers improved Real Estate 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 within the meaning   of the National Flood Insurance Act of 1968, as amended, unless flood   insurance available under such Act has been obtained in accordance with   Section 9.3(b). (b) As of the Closing Date, no Credit Party owns any real   property having a Fair Market Value in excess of $10.0 million. 8.17   Solvency. On the Closing Date (after giving effect to the Transactions)   immediately following the making of the Loans and after giving effect to the   application of the proceeds of such Loans, the Borrower and its Subsidiaries   on a consolidated basis will be Solvent. 8.18 Patriot Act. The use of   proceeds of the Loans will not violate the Patriot Act, OFAC, the UK Bribery   Act of 2010 or the FCPA in any material respect. -115-#89847286v15 


    




 










8.19   Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. (a) The   Borrower and its Subsidiaries and to its knowledge its directors, officers   and employees, have conducted its business in compliance in all material   respects with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable   Sanctions and have instituted and maintained policies and procedures designed   to promote and achieve compliance with such laws. (b)None of the Borrower and   its Subsidiaries or to its knowledge its directors, officers, employees,   agents or representatives acting or benefiting in any capacity in connection   with this Agreement (i) is a Designated Person; (ii) is a Person that is   owned or controlled by a Designated Person; (iii) is located, organized,   resident or has assets located in a Sanctioned Country; or (iv) has directly   or indirectly engaged in, or is now directly or indirectly engaged in, any   dealings or transactions (1) with any Designated Person, (2) in any   Sanctioned Country, or (3) otherwise in violation of Sanctions. (c) No   proceeds of any Credit Event have been used directly, or, to the knowledge of   the Borrower, indirectly, by the Borrower, any of its Subsidiaries or any of   its or their respective directors, officers, employees and agents (i) in   furtherance of an offer, payment, promise to pay, or authorization of the   payment or giving of money, or anything else of value, to any Person in   violation of any Anti-Corruption Laws or (ii) in any manner that would result   in a violation of any applicable Sanctions. 8.20 EEA Financial Institutions.   No Credit Party is an EEA Financial Institution. Section 9. Affirmative   Covenants. The Borrower hereby covenants and agrees that on the Closing Date   and thereafter, until the Commitments, the Swingline Commitment and each   Letter of Credit have terminated or been collateralized in accordance with   the terms of this Agreement and the Loans and Unpaid Drawings, together with   interest, Fees and all other Obligations incurred hereunder (other than   contingent indemnity obligations as to which no valid demand has been made,   Secured Hedge Obligations, Secured Cash Management Obligations and Letters of   Credit collateralized in accordance with the terms of this Agreement), are   paid in full: 9.1 Information Covenants. The Borrower will furnish to the   Administrative Agent (which shall promptly make such information available to   the Lenders in accordance with its customary practice): (a) Annual Financial   Statements. As soon as available and in any event within five days after the   date on which such financial statements are required to be filed with the SEC   (after giving effect to any permitted extensions) (or, if such financial   statements are not required to be filed with the SEC, on or before the date   that is 90 days after the end of each such fiscal year), the consolidated   balance sheets of the Borrower and the Restricted Subsidiaries as at the end   of each fiscal year, and the related consolidated income statements and cash   flows for such fiscal year, setting forth comparative consolidated figures for   the preceding fiscal years, all in reasonable detail and prepared in   accordance with GAAP, and, in each case, certified by Ernst & Young LLP   or another independent certified public accountants of recognized national   standing whose opinion shall not be qualified as to the scope of audit or as   to the status of the Borrower or any of the Material Subsidiaries (or group   of Subsidiaries that together would constitute a Material Subsidiary) as a   going concern (other than any qualification, that is solely with respect to,   or resulting solely from, (i) an upcoming maturity date under any   Indebtedness occurring within one year from the time such opinion is   delivered or (ii) any potential inability to satisfy a financial maintenance   covenant on a future date or in a future period), together with a customary   -116-#89847286v15 


    




 










management’s   describes the Subsidiaries. discussion and analysis of financial condition   and results of operations that condition and results of operations of the   Borrower and its consolidated (b) Quarterly Financial Statements. As soon as   available and in any event within five days after the date on which such   financial statements are required to be filed with the SEC (after giving   effect to any permitted extensions) with respect to each of the first three   quarterly accounting periods in each fiscal year of the Borrower (or, if such   financial statements are not required to be filed with the SEC, on or before   the date that is 45 days after the end of each such quarterly accounting   period), the consolidated balance sheets of the Borrower and the Restricted   Subsidiaries as at the end of such quarterly period and the related   consolidated income statements for such quarterly accounting period and for   the elapsed portion of the fiscal year ended with the last day of such   quarterly period, and the related consolidated statement of cash flows for   the elapsed portion of the fiscal year ended with the last day of the   applicable quarterly period, and commencing with the quarter ending June 30,   2017 setting forth comparative consolidated figures for the related periods   in the prior fiscal year or, in the case of such consolidated balance sheet,   for the last day of the related period in the prior fiscal year, all of which   shall be certified by an Authorized Officer of the Borrower as fairly   presenting in all material respects the financial condition, results of   operations and cash flows of the Borrower and its Restricted Subsidiaries in   accordance with GAAP (except as noted therein), subject to changes resulting   from normal year-end adjustments and the absence of footnotes, and, with   respect to fiscal 2015 reporting periods, subject to finalization of the   purchase price allocation to the fair value of assets acquired and   liabilities assumed in the Transactions, as required by GAAP, together with a   customary management’s describes the Subsidiaries. discussion and analysis of   financial condition and results of operations that condition and results of   operations of the Borrower and its consolidated (c) Budgets. Within 60 days   after the commencement of each fiscal year of the Borrower and commencing   with the fiscal year beginning January 1, 2018, a consolidated budget of the   Borrower in reasonable detail on a quarterly basis for such fiscal year as customarily   prepared by management of the Borrower for its internal use consistent in   scopewiththe financial statements provided pursuant to Section 9.1(a),   setting forth the principal assumptions upon which such budget is based   (collectively, the “Projections”), which Projections shall in each case be   accompanied by a certificate of an Authorized Officer of the Borrower stating   that such Projections have been prepared in good faith on the basis of the   assumptions stated therein, which assumptions were believed to be reasonable   at the time of preparation of such Projections, it being understood and   agreed that such Projections and assumptions as to future events are not to   be viewed as facts and that actual results during the period or periods   covered by any such Projections may differ from the projected results and   such differences may be material. (d) Officer’s Certificates. Not later than   five days after the delivery of the financial statements provided for in   Sections 9.1(a) and (b), a certificate of an Authorized Officer of the   Borrower to the effect that no Default or Event of Default exists or, if any   Default or Event of Default does exist, specifying the nature and extent   thereof, as the case may be, which certificate shall set forth (i) a detailed   calculation of the covenants set forth in Section 10.9 and (ii) the then   applicable Status and underlying calculations in connection therewith. At the   time of the delivery of the financial statements provided for in Section   9.1(a), a certificate of an Authorized Officer of -117-#89847286v15 


    




 










the Borrower   setting forth changes to the legal name, jurisdiction of formation, type of   entity and organizational number (or equivalent) to the Person organized in a   jurisdiction where an organizational identification number is required to be   included in a Uniform Commercial Code financing statement, in each case for   each Credit Party or confirming that there has been no change in such   information since the Closing Date or the date of the most recent certificate   delivered pursuant to this clause (d), as the case may be. (e)Notice of   Default or Litigation. Promptly after an Authorized Officer of the Borrower   or any of the Restricted Subsidiaries obtains knowledge thereof, notice of   (i) the occurrence of any event that constitutes a Default or Event of Default,   which notice shall specify the nature thereof, the period of existence   thereof and what action the Borrower proposes to take with respect thereto   and (ii) any litigation or governmental proceeding pending against the   Borrower or any of the Subsidiaries that would reasonably be expected to be   determined adversely and, if so determined, to result in a Material Adverse   Effect. (f)Environmental Matters. Promptly after an Authorized Officer of the   Borrower or any of the Restricted Subsidiaries obtains knowledge of any one   or more of the following environmental matters, unless such environmental   matters would not reasonably be expected to result in a Material Adverse   Effect, notice of: (i) any pending or threatened Environmental Claim against   any Credit Party or any Real Estate; and (ii) the conduct of any   investigation, or any removal, remedial or other corrective action in   response to the actual or alleged presence, Release or threatened Release of   any Hazardous Material on, at, under or from any Real Estate. All such   notices shall describe in reasonable detail the nature of the claim,   investigation or removal, remedial or other corrective action in response   thereto. The term “Real Estate” shall mean land, buildings, facilities and   improvements owned or leased by any Credit Party. (g) Other Information.   Promptly upon filing thereof, copies of any filings (including on Form 10-K,   10-Q or 8-K) or registration statements (other than drafts of pre-effective   versions of registration statements) with, and reports to, the SEC or any   analogous Governmental Authority in any relevant jurisdiction by the Borrower   or any of the Restricted Subsidiaries (other than amendments to any   registration statement (to the extent such registration statement, in the   form it becomes effective, is delivered to the Administrative Agent),   exhibits to any registration statement and, if applicable, any registration   statements on Form S-8) and copies of all financial statements, proxy   statements, notices, and reports that the Borrower or any of the Restricted   Subsidiaries shall send to the holders of any publicly issued debt of the   Borrower and/or any of the Restricted Subsidiaries, in their capacity as such   holders, lenders or agents (in each case to the extent not theretofore   delivered to the Administrative Agent pursuant to this Agreement) and, with   reasonable promptness, such other information (financial or otherwise) as the   Administrative Agent on its own behalf or on behalf of any Lender (acting   through the Administrative Agent) may reasonably request in writing from time   to time; provided that none of the Borrower nor any Restricted Subsidiary   will be required to disclose or permit the inspection or discussion of any   document, information or other matter (i) that constitutes non-financial trade   secrets or non-financial proprietary information, (ii) in respect of which   disclosure to the Administrative Agent or any Lender (or their respective   contractors) is prohibited by law, or any binding -118-#89847286v15 


    




 










agreement, (iii)   that is subject to attorney client or similar privilege or constitutes   attorney work product or (iv) that is otherwise subject to Section 13.16 or   the limitations set forth in Section 9.2. Documents required to be delivered   pursuant to clauses (a), (b), and (g) of this Section 9.1 (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 earliest date on which (i) the Borrower posts such   documents, or provides a link thereto on the Borrower’s website on the   Internet; (ii) such documents are posted on the Borrower’s behalf on   IntraLinks/IntraAgency or another 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), or (iii) such   financial statements and/or other documents are posted on the SEC’s website   on the internet at www.sec.gov; provided that (A) the Borrower shall, at the   request of the Administrative Agent, continue to deliver copies (which   delivery may be by electronic transmission) of such documents to the   Administrative Agent and (B) the Borrower shall notify (which notification   may be by facsimile or electronic transmission) the Administrative Agent of   the posting of any such documents on any website described in this paragraph.   Each Lender shall be solely responsible for timely accessing posted documents   or requesting delivery of paper copies of such documents from the   Administrative Agent and maintaining its copies of such documents. Each   Credit Party hereby acknowledges and agrees that, unless the Borrower   notifies the Administrative Agent in advance, all financial statements and   certificates furnished pursuant to Sections 9.1(a), (b) and (d) above are   hereby deemed to be suitable for distribution, and to be made available, to   all Lenders and may be treated by the Administrative Agent and the Lenders as   not containing any material nonpublic information. 9.2 Books, Records,   Inspections and Discussions; Lender Calls. (a) The Borrower will, and will   cause each Restricted Subsidiary to, permit officers and designated   representatives of the Administrative Agent or the Required Lenders to visit   and inspect any of the properties or assets of the Borrower and any such   Subsidiary in whomsoever’s possession to the extent that it is within such   party’s control to permit such inspection (and shall use commercially   reasonable efforts to cause such inspection to be permitted to the extent   that it is not within such party’s control to permit such inspection), and to   examine the books and records of the Borrower and any such Subsidiary and   discuss the affairs, finances and accounts of the Borrower and of any such   Subsidiary with, and be advised as to the same by, its and their officers and   independent accountants, all at such reasonable times and intervals and to   such reasonable extent as the Administrative Agent or the Required Lenders   may desire (and subject, in the case of any such meetings or advice from such   independent accountants, to such accountants’ customary policies and   procedures); provided that, excluding any such visits and inspections during   the continuation of an Event of Default, (i) only the Administrative Agent on   behalf of the Required Lenders may exercise rights of the Administrative   Agent and the Lenders under this Section 9.2, (ii) the Administrative Agent   shall not exercise such rights more than one time in any calendar year, which   such visit will be at the Borrower’s expense, and (iii) notwithstanding   anything to the contrary in this Section 9.2, none of the Borrower or any of   the Restricted Subsidiaries will be required to disclose, permit the   inspection, examination or making copies or abstracts of, or discussion of,   any document, information or other matter that (A) constitutes non-financial   trade secrets or non-financial proprietary information, (B) in respect of   which disclosure to the Administrative Agent or any Lender (or their   respective representatives or contractors) is prohibited by law or any   agreement binding on a third-party or (C) is subject to attorney-client or   similar privilege or constitutes attorney work product; provided, further,   that when an Event of Default exists, the Administrative Agent (or any of its   respective representatives or independent contractors) or any representative   of the Required Lenders may do any of -119-#89847286v15 


    




 










the foregoing   at the expense of the Borrower at any time during normal business hours and   upon reasonable advance notice. The Administrative Agent and the Required   Lenders shall give the Borrower the opportunity to participate in any   discussions with the Borrower’s independent public accountants. (b) At the   request of and upon reasonable prior notice by the Administrative Agent (no   more frequently than annually), the Borrower shall make representatives   available to attend a conference call with the Lenders. (c) During the period   from the Amendment No. 1 Effective Date through and including the Waiver   Finalization Date, the Borrower shall, at its own expense, (i) provide   Houlihan Lokey with its cash balance and the amount of the aggregate   Revolving Credit Exposure as of the end of each month not later than 10   Business Days after the end of such month and (ii) organize and hold   diligence calls between Houlihan and representatives of BDO USA LLP and Torys   LLP, FTI Consulting, Inc. and any other representative engaged by the   Borrower or its board of directors in connection with the Restated Financial   Statements not less than once every other week. (d) On and after the Waiver   Finalization Date, the Borrower shall, at its own expense, (i) concurrent   with the delivery of its quarterly financial statements pursuant to Section   9.1(b) hereof, schedule at reasonable times and upon reasonable notice to the   Lenders, and make its representatives available for, (x) a call with the   Lenders to discuss the Borrower’s financial performance and (y) a call with   the private-side Term Loan Lenders to discuss the Borrower’s financial   forecasts, (ii) upon reasonable notice, provide prompt written responses to   any inquiries from any Lenders, (iii) provide all information reasonably   requested by, and cooperate with, counsel to the Collateral Agent in connection   with its ongoing Collateral review and Lien perfection analysis and direct   the Collateral Agent’s counsel to provide Davis Polk with periodic updates   and information regarding such counsel’s Collateral review and Lien   perfection analysis and the results thereof, (iv) disclose to the   private-side Term Loan Lenders its cash balance and the aggregate amount of   all outstanding Revolving Credit Exposure as of the end of each month not   later than 10 Business Days after the end of such month and (v) upon request,   provide detailed support certified by a financial officer of the Borrower for   its calculation of Consolidated EBITDA in connection with its delivery of   each Compliance Certificate pursuant to Section 9.1(d) that shows, at a   minimum, (x) Consolidated EBITDA prior to giving effect to any of the   adjustments set forth in clause (b) of the definition of Consolidated EBITDA,   (y) a breakdown, on an item-by-item basis, of the amount of each adjustment   set forth in clause (b) of the definition of Consolidated EBITDA and (z) the   amount of any revenue that, as a result of the Restated Financial Statements,   is deemed to be earned in a time period later than the period in which it was   originally deemed earned. 9.3 Maintenance of Insurance. (a) The Borrower   will, and will cause each Material Subsidiary to, at all times maintain in   full force and effect, pursuant to self-insurance arrangements or with   insurance companies that the Borrower believes (in the good faith judgment of   the management of the Borrower) are financially sound and responsible at the   time the relevant coverage is placed or renewed, insurance in at least such   amounts (after giving effect to any self-insurance which the Borrower   believes (in the good faith judgment of management of the Borrower) is reasonable   and prudent in light of the size and nature of its business and the   availability of insurance on a cost-effective basis) and against at least   such risks (and with such risk retentions) as the Borrower believes (in the   good faith judgment of management of the Borrower) is reasonable and prudent   in light of the size and nature of its business and the availability of   insurance on a cost-effective basis; and will furnish to the Administrative   Agent, promptly following written request from the Administrative Agent,   information presented in reasonable detail as to the insurance so carried and   (b) with respect to each Mortgaged Property, the Borrower will obtain flood   insurance in such total amount as may reasonably be required by the   Collateral Agent and the Revolving Credit Lenders, if at any time the area in   which any improvements located on any Mortgaged Property is designated a   “special flood hazard area” in any Flood Insurance Rate Map published by the   -120-#89847286v15 


    




 










Federal Emergency   Management Agency (or any successor agency), and otherwise comply with the   National Flood Insurance Program as set forth in the Flood Disaster   Protection Act of 1973, as amended from time to time. Each such policy of   insurance shall (i) name the Collateral Agent, on behalf of the Secured   Parties as an additional insured thereunder as its interests may appear and   (ii) in the case of each casualty insurance policy, contain a loss payable   clause or endorsement that names the Collateral Agent, on behalf of the   Secured Parties as the loss payee thereunder. 9.4 Payment of Taxes. The   Borrower will pay and discharge, and will cause each of its Subsidiaries to   pay and discharge, all material Taxes imposed upon it (including in its   capacity as a withholding agent) or upon its income or profits, or upon any   properties belonging to it, prior to the date on which material penalties   attach thereto, and all lawful material claims in respect of any Taxes   imposed, assessed or levied that, if unpaid, would reasonably be expected to   become a material Lien upon any properties of the Borrower or any of the   Restricted Subsidiaries; provided that neither the Borrower nor any of the   Restricted Subsidiaries shall be required to pay any such Tax that is being   contested in good faith and by proper proceedings if it has maintained   adequate reserves (in the good faith judgment of management of the Borrower)   with respect thereto in accordance with GAAP and the failure to pay would not   reasonably be expected to result in a Material Adverse Effect. 9.5   Preservation of Existence; Consolidated Corporate Franchises. The Borrower   will, and will cause each Material Subsidiary to, take all actions necessary   (a) to preserve and keep in full force and effect its existence,   organizational rights and authority and (b) to maintain its rights,   privileges (including its good standing (if applicable)), permits, licenses   and franchises necessary in the normal conduct of its business, in each case,   except to the extent that the failure to do so would not reasonably be   expected to have a Material Adverse Effect; provided, however, that the   Borrower and its Subsidiaries may consummate any transaction permitted under   Permitted Investments and Sections 10.2, 10.3, 10.4, or 10.5. 9.6 Compliance   with Statutes, Regulations, Etc. The Borrower will, and will cause each   Restricted Subsidiary to, (a) comply with all applicable laws, rules,   regulations, and orders applicable to it or its property, including, without   limitation, OFAC, the FCPA and the Patriot Act, and all governmental   approvals or authorizations required to conduct its business, and to maintain   all such governmental approvals or authorizations in full force and effect,   (b) comply with, and use commercially reasonable efforts to ensure compliance   by all tenants and subtenants, if any, with, all Environmental Laws, and   obtain and comply with and maintain, and use commercially reasonable efforts   to ensure that all tenants and subtenants obtain and comply with and   maintain, any and all licenses, approvals, notifications, registrations or   permits required by Environmental Laws, and (c) conduct and complete all   investigations, studies, sampling and testing, and all remedial, removal, and   other actions required under Environmental Laws and promptly comply with all   lawful orders and directives of all Governmental Authorities regarding   Environmental Laws, other than such orders and directives which are being   timely contested in good faith by proper proceedings, except in each case of   (a), (b), and (c) of this Section 9.6, where the failure to do so would not   reasonably be expected to result in a Material Adverse Effect. 9.7 ERISA. (a)   The Borrower will furnish to the Administrative Agent promptly following   receipt thereof, copies of any documents described in Sections 101(k) or   101(l) of ERISA that any Credit Party or any of its ERISA Affiliates may   request with respect to any Multiemployer Plan to which a Credit Party or any   of its ERISA Affiliates is obligated to contribute; provided that if the   Credit Parties or any of their ERISA Affiliates have not requested such   documents or notices from the administrator or sponsor of the applicable   Multiemployer Plan, then, upon reasonable request of the Administrative   Agent, the Credit Parties, or their ERISA Affiliates shall promptly make a   request for such documents or notices from such administrator or sponsor and   the Borrower shall provide copies of such documents and notices to the   Administrative Agent promptly after receipt thereof; provided, further, that   the rights granted to the Administrative Agent in this Section shall be   exercised not more than once during a 12-month period, and -121-#89847286v15 


    




 










(b) the   Borrower will notify the Administrative Agent promptly following the   occurrence of any ERISA Event or Foreign Plan Event that, alone or together   with any other ERISA Events or Foreign Plan Events that have occurred, would   reasonably be expected to result in liability of any Credit Party that would   reasonably be expected to have a Material Adverse Effect. 9.8 Maintenance of   Properties. The Borrower will, and will cause each of the Restricted   Subsidiaries to, (a) keep and maintain all property material to the conduct   of its business in good working order and condition, ordinary wear and tear,   casualty, and condemnation excepted, and (b) maintain, prosecute, renew,   preserve and protect its Intellectual Property, except, in each case, to the   extent that the failure to do so would not reasonably be expected to have a   Material Adverse Effect. 9.9 Transactions with Affiliates. The Borrower will   conduct, and cause each of the Restricted Subsidiaries to conduct, all   transactions with any of its Affiliates (other than the Borrower and the   Restricted Subsidiaries) involving aggregate payments or consideration in   excess of $5.0 million for the most recently ended Test Period (calculated on   a Pro Forma Basis) at the time of such Affiliate transaction, for any individual   transaction or series of related transactions on terms that are at least   substantially as favorable to the Borrower or such Restricted Subsidiary as   it would obtain in a comparable arm’s-length transaction with a Person that   is not an Affiliate, as determined by the board of directors of the Borrower   or such Restricted Subsidiary in good faith; provided that the foregoing   restrictions shall not apply to: (a) transactions permitted by Section 10.5   and Sections 10.6(a) and 10.6(c)(ii), (b) (c) consummation of the   Transactions and the payment of the Transaction Expenses, the issuance of   Capital Stock or Stock Equivalents of the Borrower or any of its Subsidiaries   not otherwise prohibited by the Credit Documents, (d) loans, advances and   other transactions between or among the Borrower, any Restricted Subsidiary   or any joint venture (regardless of the form of legal entity) in which the   Borrower or any Subsidiary has invested (and which Subsidiary or joint   venture would not be an Affiliate of the Borrower but for the Borrower’s or a   Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint   venture or Subsidiary) to the extent permitted under Section 10, (e)   employment and severance arrangements between the Borrower and the Restricted   Subsidiaries and their respective officers, employees or consultants   (including management and employee benefit plans or agreements, stock option   plans and other compensatory arrangements) in the ordinary course of business   (including loans and advances in connection therewith), (f) the payment of   customary fees and reasonable out of pocket costs to, and indemnities   provided on behalf of, directors, managers, consultants, officers or   employees of the Borrower and the Subsidiaries in the ordinary course of   business to the extent attributable to the ownership or operation of the   Borrower and the Subsidiaries, (g) transactions undertaken pursuant to   membership in a purchasing consortium, (h) transactions pursuant to any   agreement or arrangement as in effect as of the Closing Date, or any   amendment, modification, supplement or replacement thereto (so long as any   such amendment, modification, supplement or replacement is not   disadvantageous in any material respect to the Lenders when taken as a whole   as compared to the applicable agreement as in effect on the Closing Date as   determined by the Borrower in good faith), -122-#89847286v15 


    




 










(i) [reserved],   and (j) Affiliate repurchases of the Loans or Commitments to the extent   permitted hereunder and the holding of such Loans or Commitments and the   payments and other transactions contemplated herein in respect thereof. 9.10   End of Fiscal Years. The Borrower will, for financial reporting purposes,   cause each of its, and each of the Restricted Subsidiaries’, fiscal years to   end on dates consistent with past practice; provided, however, that the   Borrower may, upon written notice to the Administrative Agent change the   financial reporting convention specified above to (x) align the dates of such   fiscal year and for any Restricted Subsidiary whose fiscal years end on dates   different from those of the Borrower or (y) any other financial reporting   convention (including a change of fiscal year) reasonably acceptable (such   consent not to be unreasonably withheld or delayed) to the Administrative   Agent, in which case the Borrower and the Administrative Agent will, and are   hereby authorized by the Lenders to, make any adjustments to this Agreement   that are necessary in order to reflect such change in financial reporting. 9.11   Additional Guarantors and Grantors. Subject to any applicable limitations set   forth in the Security Documents, the Borrower will cause each direct or   indirect Subsidiary (other than any Excluded Subsidiary) formed or otherwise   purchased or acquired after the Closing Date (including pursuant to a   Permitted Acquisition), and each other Subsidiary that ceases to constitute   an Excluded Subsidiary, within 60 days from the date of such formation,   acquisition or cessation, as applicable (or such longer period as the   Administrative Agent may agree in its reasonable discretion), and the   Borrower may at its option cause any other Domestic Subsidiary, to execute a   supplement to each of the Guarantee and the Security Agreement in order to   become a Guarantor under the Guarantee and a grantor under such Security   Documents or, to the extent reasonably requested by the Collateral Agent,   enter into a new Security Document substantially consistent with the   analogous existing Security Documents and otherwise in form and substance   reasonably satisfactory to the Collateral Agent and take all other action   reasonably requested by the Collateral Agent to grant a perfected security   interest in its assets to substantially the same extent as created and   perfected by the Credit Parties on the Closing Date and pursuant to Section   9.14(d) in the case of such Credit Parties. For the avoidance of doubt, no   Credit Party or any Restricted Subsidiary that is a Domestic Subsidiary shall   be required to take any action outside the United States to perfect any   security interest in the Collateral (including the execution of any   agreement, document or other instrument governed by the law of any   jurisdiction other than the United States, any State thereof or the District   of Columbia). 9.12 Pledge of Additional Stock and Evidence of Indebtedness.   Subject to any applicable limitations set forth in the Security Documents and   other than (x) when in the reasonable determination of the Administrative   Agent and the Borrower (as agreed to in writing), the cost or other   consequences of doing so would be excessive in view of the benefits to be   obtained by the Lenders therefrom or (y) to the extent doing so would result   in material adverse tax consequences to the Borrower or any of its   Subsidiaries, as reasonably determined by the Borrower in consultation with   the Administrative Agent, the Borrower will cause (i) all certificates   representing Capital Stock and Stock Equivalents of any Restricted Subsidiary   (other than any Excluded Stock and Stock Equivalents) held directly by the   Borrower or any other Credit Party, (ii) all evidences of Indebtedness in   excess of $5.0 million received by the Borrower or any of the Guarantors in   connection with any disposition of assets pursuant to Section 10.4(b), and   (iii) any promissory notes executed after the Closing Date evidencing   Indebtedness in excess of $5.0 million at the time such promissory note is   executed; of the Borrower or any Subsidiary that is owing to the Borrower or   any other Credit Party, in each case, to be delivered to the Collateral Agent   as security for the Obligations accompanied by undated instruments of   transfer executed in blank pursuant to the terms of the Security Documents.   Notwithstanding the foregoing any promissory note among the Borrower and/or its   Subsidiaries need not be delivered to the Collateral Agent so long as (i) a   global intercompany note superseding such promissory note has been delivered   to the Collateral Agent, -123-#89847286v15 


    




 










(ii) such   promissory note is not delivered to any other party other than the Borrower   or any other Credit Party, in each case, owed money thereunder, and (iii)   such promissory note indicates on its face that it is subject to the security   interest of the Collateral Agent. 9.13 Use of Proceeds. (a) The Borrower will   use the proceeds of the Initial Term Loans and up to $10 million of the   proceeds of borrowing by it under the Revolving Credit Facility on the   Closing Date and its cash on hand to effect the Transactions. (b) The   Borrower will use Letters of Credit, Revolving Loans and Swingline Loans for   working capital and for other general corporate purposes (including any other   transactions not prohibited by the Credit Documents). (c) The Borrower will   not request any Borrowing, and the Borrower shall not use, and shall procure   that its Subsidiaries and its or their respective directors, officers,   employees and agents shall not use the proceeds of any Borrowing (A) in   furtherance of an offer, payment, promise to pay, or authorization of the   payment or giving of money, or anything else of value, to any Person in   violation of any Anti-Corruption Laws, (B) for the purpose of funding,   financing or facilitatinganyactivities, business or transaction of or with   any Sanctioned Person, or in any Sanctioned Country or (C) in any manner that   would result in the violation of any Sanctions applicable to any party   hereto. 9.14 Further Assurances. (a) Subject to the terms of Sections 9.11   and 9.12, this Section 9.14 and the Security Documents, the Borrower will, and   will cause each other Credit Party to, execute any and all further documents,   financing statements, agreements, and instruments, and take all such further   actions (including the filing and recording of financing statements, fixture   filings, mortgages, deeds of trust, intellectual property security agreements   and other documents) that may be required under any applicable law, or that   the Collateral Agent or the Required Lenders may reasonably request, in order   to grant, preserve, protect, and perfect the validity and priority of the   security interests created or intended to be created by the applicable   Security Documents, all at the expense of the Borrower and the Restricted   Subsidiaries. (b) Subject to any applicable limitations set forth in the   Security Documents and other than (x) when in the reasonable determination of   the Administrative Agent and the Borrower (as agreed to in writing), the cost   or other consequences of doing so would be excessive in view of the benefits   to be obtained by the Lenders therefrom or (y) to the extent doing so would   result in material adverse tax consequences to the Borrower or any of its   Subsidiaries, as reasonably determined by the Borrower in consultation with   the Administrative Agent, if any assets (other than Excluded Property)   (including any real estate or improvements thereto or any interest therein   but excluding any real estate which the applicable Credit Party intends to   dispose of pursuant to a Permitted Sale Leaseback so long as actually   disposed of within 270 days of acquisition (or such longer period as the   Administrative Agent may reasonably agree)) are acquired by the Borrower or   any other Credit Party after the Closing Date (other than assets constituting   Collateral under a Security Document that become subject to the Lien of the   applicable Security Document upon acquisition thereof) that are of a nature   secured by a Security Document or that constitute a fee interest in real   property in the United States, the Borrower will notify the Collateral Agent,   and, if requested by the Collateral Agent, the Borrower will cause such   assets to be subjected to a Lien securing the Obligations (provided, however,   that in the event any Mortgage delivered pursuant to this clause (b) shall   incur any mortgage recording tax or similar charges in connection with the   recording thereof, such Mortgage shall not secure an amount in excess of the   Fair Market Value of the applicable Mortgaged Property) and will take, and   cause the other applicable Credit Parties to take, such -124-#89847286v15 


    




 










actions as   shall be necessary or reasonably requested by the Collateral Agent, as soon   as commercially reasonable but in no event later than 90 days (but in no   event prior to forty-five (45) days after the Borrower has given notice of   such acquisition to the Administrative Agent and in no event prior to the   Borrower receiving confirmation from the applicable Lender(s) that flood   insurance due diligence and compliance in accordance with Section 9.3 hereof   has been completed, or such longer period as the applicable Lender(s) may   agree in its sole reasonable discretion), unless extended by the applicable   Lender(s) in its sole discretion, to grant and perfect such Liens consistent   with the applicable requirements of the Security Documents, including actions   described in clause (a) of this Section 9.14. (c) Any Mortgage delivered to   the Administrative Agent in accordance with the preceding clause (b) shall,   if requested by the Collateral Agent, be received as soon as commercially   reasonable but in no event later than 90 days (except as set forth in the   preceding clause (b)), unless extended by the Administrative Agent acting   reasonably and accompanied by (x) a policy or policies (or an unconditional   binding commitment therefor to be replaced by a final title policy) of title   insurance issued by a nationally recognized title insurance company (each   such policy, a “Title Policy”), in such amounts as reasonably acceptable to   the Administrative Agent not to exceed the Fair Market Value of the   applicable Mortgaged Property, insuring the Lien of each Mortgage as a valid   first Lien on the Mortgaged Property described therein, free of any other   Liens except as expressly permitted by Section 10.2 or as otherwise permitted   by the Administrative Agent and otherwise in form and substance reasonably   acceptable to the Administrative Agent and the Borrower, together with such   endorsements, coinsurance and reinsurance as the Administrative Agent may   reasonably request but only to the extent such endorsements are (i) available   in the relevant jurisdiction (provided in no event shall the Administrative   Agent request a creditors’ rights endorsement) and (ii) available at   commercially reasonable rates, (y) an opinion of local counsel to the   applicable Credit Party in form and substance reasonably acceptable to the   Administrative Agent, (z) a completed “Life-of-Loan” Federal Emergency   Management Agency Standard Flood Hazard Determination, and if any   improvements on such Mortgaged Property are located in a special flood hazard   area, (i) a notice about special flood hazard area status and flood disaster   assistance duly executed by the applicable Credit Parties and (ii)   certificates of insurance evidencing the insurance required by Section 9.3 in   form and substance reasonably satisfactory to the Administrative Agent, and   (aa) an ALTA survey in a form and substance reasonably acceptable to the   Collateral Agent or such existing survey together with a no-change affidavit   sufficient for the title company to remove all standard survey exceptions   from the Title Policy related to such Mortgaged Property and issue the   endorsements required in (x) above. (d) Post-Closing Covenant. The Borrower   agrees that it will, or will cause its relevant Subsidiaries to, (i) complete   each of the actions described on Schedule 9.14 as soon as commercially   reasonable and by no later than the date set forth in Schedule 9.14 with   respect to such action or such later date as the Administrative Agent may   reasonably agree and (ii) prior to December 31, 2018 (or such longer period   as may be extended by the Agent with the consent of the Required Lenders),   deliver Control Agreements with respect to each deposit account and   securities account of the Credit Parties, each duly executed by, in addition   to the applicable Credit Party, the applicable financial institution, as the   depositary bank, and the Agent, as the secured party. 9.15 Maintenance of   Ratings. The Borrower will use commercially reasonable efforts to obtain and   maintain (but not maintain any specific rating) a corporate family and/or   corporate credit rating in respect of the Borrower, as applicable, and   ratings in respect of the Term Loans provided pursuant to this Agreement, in   each case, from each of S&P and Moody’s. 9.16 Lines of Business. The   Borrower and the Restricted Subsidiaries, taken as a whole, will not   fundamentally and substantively alter the character of their business, taken   as a whole, from the business conducted by the Borrower and the Subsidiaries,   taken as a whole, on the Closing Date and other business activities which are   extensions thereof or otherwise incidental, synergistic, reasonably related,   or -125-#89847286v15 


    




 










ancillary to   any of the foregoing (and non-core incidental businesses acquired in   connection with any Permitted Acquisition or permitted Investment). Section   10.Negative Covenants. The Borrower hereby covenants and agrees that on the   Closing Date (immediately after consummation of the Acquisition) and   thereafter, until the Commitments, the Swingline Commitment and each Letter   of Credit have terminated or been collateralized in accordance with the terms   of this Agreement and the Loans and Unpaid Drawings, together with interest,   Fees, and all other Obligations incurred hereunder (other than contingent   indemnity obligations as to which no valid demand has been made, Secured   Hedge Obligations, Secured Cash Management Obligations collateralized in   accordance with the terms of this Agreement), are paid in full: and Letters   of Credit, -126-#89847286v15 


    




 










10.1 Limitation   on Indebtedness. The Borrower will not, and will not permit any of its   Restricted Subsidiaries to create, incur, issue, assume, guarantee or   otherwise become liable, contingently or otherwise (collectively, “incur” and   collectively, an “incurrence”) with respect to any Indebtedness (including   Acquired Indebtedness), except that the foregoing limitations will not apply   to: (a) Indebtedness arising under the Credit Documents; (b) Date listed (i)   Indebtedness (including any unused commitment) outstanding on the Closing on   Schedule 10.1 and (ii) intercompany Indebtedness (including any unused   commitment) outstanding on the Closing Date listed on Schedule 10.1; (c)   Indebtedness (including Capitalized Lease Obligations) to finance the   purchase, lease, construction, installation, maintenance, replacement or   improvement of property (real or personal) or equipment that is used or   useful in the business of the Borrower or any Restricted Subsidiary or a   Similar Business, whether through the direct purchase of assets or the   Capital Stock of any Person owning such assets and Indebtedness arising from   the conversion of the obligations of the Borrower or any Restricted   Subsidiary under or pursuant to any “synthetic lease” transactions to   on-balance sheet Indebtedness of the Borrower or such Restricted Subsidiary,   in an aggregate principal amount which, when aggregated with the principal   amount of all other Indebtedness then outstanding and incurred pursuant to   this clause (c) and all Refinancing Indebtedness incurred to refinance any   other Indebtedness incurred pursuant to this clause (d), does not exceed   $20.0 million; (d)Indebtedness (including letter of credit obligations   consistent with past practice constituting reimbursement obligations with   respect to letters of credit issued in the ordinary course of business), in   respect of workers’ compensation claims, deferred compensation, performance   or surety bonds, health, disability or other employee benefits or property,   casualty or liability insurance or self-insurance or other Indebtedness with   respect to reimbursement or indemnification type obligations regarding   workers’ compensation claims, performance or surety bonds, health, disability   or other employee benefits or property, casualty or liability insurance or   self-insurance; (e) Indebtedness arising from agreements of the Borrower or a   Restricted Subsidiary providing for indemnification, adjustment of purchase   price, earnout or similar obligations, in each case, incurred or assumed in   connection with the acquisition or disposition of any business, assets or a   Subsidiary or other Person, other than guarantees of Indebtedness incurred by   any Person acquiring all or any portion of such business, assets or a   Subsidiary for the purpose of financing such acquisition; (f) [reserved];   -127-#89847286v15 


    




 










(g)   Indebtedness of the Borrower or a Restricted Subsidiary owing to the Borrower   or another Restricted Subsidiary; provided that if the Borrower or a   Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is   not a Guarantor, such Indebtedness is subordinated in right of payment to the   Guarantee of such Guarantor as the case may be (it being understood that any   such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor   shall be permitted to the extent permitted as an Investment pursuant to   Section 10.6); provided, further, that any subsequent issuance or transfer of   any Capital Stock or any other event which results in any such Restricted   Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent   transfer of any such Indebtedness (except to the Borrower or another   Restricted Subsidiary) shall be deemed, in each case to be an incurrence of   such Indebtedness not permitted by this clause; (h) shares of preferred stock   of a Restricted Subsidiary issued to the Borrower or another Restricted   Subsidiary; provided that any subsequent issuance or transfer of any Capital   Stock or any other event which results in any such Restricted Subsidiary   ceasing to be a Restricted Subsidiary or any other subsequent transfer of any   such shares of preferred stock (except to the Borrower or another Restricted   Subsidiary) shall be deemed in each case to be an issuance of such shares of   preferred stock not permitted by this clause; (i) purposes); Hedging   Obligations (excluding Hedging Obligations entered into for speculative (j)   bonds and (i) obligations in respect of self-insurance, performance, bid,   appeal, and surety completion guarantees and similar obligations provided by   the Borrower or any Restricted Subsidiary or (ii) obligations in respect of   letters of credit, bank guarantees or similar instruments related thereto, in   each case, in the ordinary course of business or consistent with past   practice; (k) Indebtedness not otherwise permitted hereunder in an aggregate   principal amount not to exceed $50.0 million; (l) Indebtedness incurred or   issued to refinance any Indebtedness incurred under clause (b) above, this   clause (l), and clauses (m) and (x) below or any Indebtedness incurred or   issued to so refinance, replace, refund, extend, renew, defease, restructure,   amend, restate or otherwise modify (collectively, “refinance”) such   Indebtedness (the “Refinancing Indebtedness”) prior to its respective   maturity; provided that such Refinancing Indebtedness (1) has a weighted   average life to maturity at the time such Refinancing Indebtedness is   incurred which is not less than the remaining weighted average life to   maturity of the Indebtedness, Disqualified Stock or preferred stock being   refinanced, (2) to the extent such Refinancing Indebtedness refinances (i)   Indebtedness that is unsecured or secured by a Lien ranking junior to the   Liens securing the Obligations, such Refinancing Indebtedness is unsecured or   secured by a Lien ranking junior to the Liens securing the Obligations and   (ii) Indebtedness subordinated to the Obligations, such Refinancing   Indebtedness is subordinated to the Obligations at least to the same extent   as the Indebtedness being Refinanced, (3) shall not include Indebtedness of a   Subsidiary of the Borrower that is not a Guarantor that refinances   Indebtedness of the Borrower or a Guarantor, (4) to the extent such   Refinancing Indebtedness refinances the Convertible Notes, such Refinancing   Indebtedness has a weighted average life to maturity at the time such   Refinancing Indebtedness is incurred that is at least 181 days greater than   the Latest Term Loan Maturity Date and (5) shall not rank superior in the   capital structure of the Borrower or any applicable Restricted Subsidiary to   the Indebtedness being refinanced, including by virtue of such Refinancing   Indebtedness being secured by a Lien where the Indebtedness being refinanced   by -128-#89847286v15 


    




 










such secured   Refinancing Indebtedness is unsecured; (m) Indebtedness of (x) Borrower or a   Restricted Subsidiary incurred or issued to finance an acquisition, merger,   or consolidation, or (y) Persons that are acquired by the Borrower or any   Restricted Subsidiary or merged into or consolidated with the Borrower or a   Restricted Subsidiary in accordance with the terms hereof; provided that   after giving effect to any such acquisition, merger, consolidation or   designation described in this clause (m), the Consolidated Total Debt to   Consolidated EBITDA Ratio (calculated on a Pro Forma Basis) shall be less   than or equal to 4.50:1.00; provided, further that the amount of Indebtedness   (other than Acquired Indebtedness) that may be incurred pursuant to this   clause (m) by Restricted Subsidiaries that are not Guarantors shall not   exceed (I) $25.0 million less (II) the aggregate amount of Indebtedness   incurred by Restricted Subsidiaries that are not Guarantors pursuant to   clauses (q) and (x) of this Section 10.1, at any one time outstanding; (n)   Indebtedness arising from the honoring by a bank or other financial   institution of a check, draft or similar instrument drawn against   insufficient funds in the ordinary course of business; (o) (i) Indebtedness   supported by a letter of credit, in a principal amount not in excess of the   stated amount of such letter of credit so long as such letter of credit is   otherwise permitted to be incurred pursuant to this Section 10.1 or (ii)   obligations in respect of letters of support, guarantees or similar   obligations issued, made or incurred for the benefit of any Subsidiary of the   Borrower to the extent required by law or in connection with any statutory   filing or the delivery of audit opinions performed in jurisdictions other   than within the United States; (p) any guarantee by the Borrower or a   Restricted Subsidiary of Indebtedness or other obligations of any Restricted   Subsidiary so long as in the case of a guarantee of Indebtedness by a   Restricted Subsidiary that is not a Guarantor, such Indebtedness could have   been incurred directly by the Restricted Subsidiary providing such guarantee   and in the case of guarantee by the Borrower or a Guarantor of Indebtedness   of a Restricted Subsidiary that is not a Guarantor, such guarantee is   permitted under Section 10.6 (other than clause (j) thereof); (q)   Indebtedness of Restricted Subsidiaries that are not Guarantors in the   aggregate at any one time outstanding not to exceed (I) $25.0 million less   (II) the aggregate amount of Indebtedness incurred by Restricted Subsidiaries   that are not Guarantors pursuant to clauses (m) and (x) of this Section 10.1,   at any one time outstanding; (r) Indebtedness of the Borrower or any of the   Restricted Subsidiaries consisting of (i) the financing of insurance premiums   or (ii) take or pay obligations contained in supply -129-#89847286v15 


    




 










arrangements in   each case, incurred in the ordinary course of business or consistent with   past practice; (s) (i) Indebtedness of the Borrower or any of the Restricted   Subsidiaries undertaken in connection with cash management and related   activities with respect to any Subsidiary or joint venture in the ordinary   course of business, including with respect to financial accommodations of the   type described in the definition of Cash Management Services and (ii)   Indebtedness owed on a short term basis of no longer than 30 days to banks   and other financial institutions incurred in the ordinary course of business   of the Borrower and its Restricted Subsidiaries with such banks or financial   institutions that arises in connection with ordinary banking arrangements to   manage cash balances of the Borrower and its Restricted Subsidiaries; (t)   Indebtedness consisting of Indebtedness issued by the Borrower or any of the   Restricted Subsidiaries to future, current or former officers, directors,   managers and employees thereof, their respective estates, spouses or former   spouses, in each case to finance the purchase or redemption of Equity   Interests of the Borrower to the extent permitted by Section 10.5 and 10.6;   (u) Indebtedness in respect of (i) Permitted Other Indebtedness to the extent   that the Net Cash Proceeds therefrom are applied to the prepayment of Term   Loans in the manner set forth in Section 5.2(a)(i) and (ii) any refinancing,   refunding, renewal or extension of any Indebtedness specified in subclause   (i) above; provided that (x) the principal amount of any such Indebtedness is   not increased above the principal amount thereof outstanding immediately   prior to such refinancing, refunding, renewal or extension (except for any   original issue discount thereon and the amount of fees, expenses, and premium   and accrued and unpaid interest in connection with such refinancing) and (y)   such Indebtedness otherwise complies with the definition of Permitted Other   Indebtedness; (v) Indebtedness in respect of Permitted Other Indebtedness;   provided that the aggregate principal amount of all such Permitted Other   Indebtedness issued or incurred pursuant to this subclause (i) shall not   exceed the Maximum Incremental Facilities Amount and (ii) any refinancing,   refunding, renewal or extension of any Indebtedness specified in subclause   (i) above; provided that (x) the principal amount of any such Indebtedness is   not increased above the principal amount thereof outstanding immediately   prior to such refinancing, refunding, renewal or extension (except for any   original issue discount thereon and the amount of fees, expenses and premium   and accrued and unpaid interest in connection with such refinancing) and (y)   such Indebtedness otherwise complies with the definition of Permitted Other   Indebtedness; (w) [reserved]; and -130-#89847286v15 


    




 










(x) unlimited   Indebtedness, so long as (i) such Indebtedness is unsecured or Junior Debt,   (ii) the Consolidated Total Debt to Consolidated EBITDA Ratio (calculated on   a Pro Forma Basis) shall be less than or equal to 4.50:1.00 and (iii) such   Indebtedness complies with clauses (a), (b) and (d) of the definition of   Permitted Other Indebtedness; provided that the amount of Indebtedness that   may be incurred pursuant to this clause (x) by Restricted Subsidiaries that   are not Guarantors shall not exceed (I) $25.0 million less (II) the aggregate   amount of Indebtedness incurred by Restricted Subsidiaries that are not   Guarantors pursuant to clauses (m) and (q) of this Section 10.1, at any one   time outstanding. Accrual of interest or dividends, the accretion of accreted   value, the accretion or amortization of original issue discount and the   payment of interest or dividends in the form of additional Indebtedness will   not be deemed to be an incurrence of Indebtedness for purposes of this   covenant. Any Refinancing Indebtedness shall be deemed to include additional   Indebtedness incurred to pay premiums (including reasonable tender premiums),   defeasance costs, fees, and expenses in connection with such refinancing. For   purposes of determining compliance with any Dollar-denominated restriction on   the incurrence of Indebtedness, the principal amount of Indebtedness   denominated in another currency shall be calculated based on the relevant   currency exchange rate in effect on the date such Indebtedness was incurred,   in the case of term debt, or first committed, in the case of revolving credit   debt; provided that if such Indebtedness is incurred to refinance other   Indebtedness denominated in another currency, and such refinancing would   cause the applicable Dollar-denominated restriction to be exceeded if   calculated at the relevant currency exchange rate in effect on the date of   such refinancing, such Dollar-denominated restriction shall be deemed not to   have been exceeded so long as the principal amount of such refinancing   Indebtedness does not exceed (i) the principal amount of such Indebtedness   being refinanced plus (ii) the aggregate amount of fees, underwriting   discounts, premiums, and other costs and expenses and accrued and unpaid   interest incurred in connection with such refinancing. The principal amount   of any Indebtedness incurred to refinance other Indebtedness, if incurred in   a different currency from the Indebtedness being refinanced, shall be   calculated based on the currency exchange rate applicable to the currencies   in which such respective Indebtedness is denominated that is in effect on the   date of such refinancing. This Agreement will not treat (1) unsecured   Indebtedness as subordinated or junior to secured Indebtedness merely because   it is unsecured or (2) senior Indebtedness as subordinated or junior to any   other senior Indebtedness merely because it has a junior priority with   respect to the same collateral. -130-#89847286v15 


    




 










10.2 Limitation   on Liens. (a) incur, assume The Borrower will not, and will not permit any of   its Restricted Subsidiaries to, create, or suffer to exist any Lien upon any   property or assets of any kind (real or personal, tangible or intangible) of   the Borrower or any Restricted Subsidiary, whether now owned or hereafter   acquired (each, a “Subject Lien”) that secures obligations under any   Indebtedness on any asset or property of the Borrower or any Restricted   Subsidiary, except if such Subject Lien is a Permitted Lien. (b) Any Lien   created for the benefit of the Secured Parties pursuant to the preceding   paragraph shall provide by its terms that such Lien shall be automatically   and unconditionally be released and discharged upon the release and discharge   of the Subject Lien that gave rise to the obligation to so secure the   Obligations. 10.3 Limitation on Fundamental Changes. The Borrower will not,   and will not permit any of its Restricted Subsidiaries to, enter into any   merger, consolidation or amalgamation, or liquidate, wind up or dissolve   itself (or suffer any liquidation or dissolution), or convey, sell, lease,   assign, transfer or otherwise dispose of, all or substantially all its   business units, assets or other properties, except that: (a) so long as no   Event of Default has occurred and is continuing or would result therefrom,   any Subsidiary of the Borrower or any other Person may be merged, amalgamated   or consolidated with or into the Borrower; provided that the Borrower shall   be the continuing or surviving corporation; (b) so long as no Event of   Default has occurred and is continuing or would result therefrom, any   Subsidiary of the Borrower or any other Person (in each case, other than the   Borrower) may be merged, amalgamated or consolidated with or into any one or more   Subsidiaries of the Borrower; provided that (i) in the case of any merger,   amalgamation or consolidation involving one or more Restricted Subsidiaries,   (A) a Restricted Subsidiary shall be the continuing or surviving Person or   (B) the Borrower shall cause the Person formed by or surviving any such   merger, amalgamation or consolidation (if other than a Restricted Subsidiary)   to become a Restricted Subsidiary, (ii) in the case of any merger,   amalgamation or consolidation involving one or more Guarantors, a Guarantor   shall be the continuing or surviving Person or the Person formed by or   surviving any such merger, amalgamation or consolidation and if the surviving   Person is not already a Guarantor, such Person shall execute a supplement to   the Guarantee and the relevant Security Documents in form and substance   reasonably satisfactory to the Administrative Agent in order to become a   Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for   the benefit of the Secured Parties, and (iii) the Borrower shall have   delivered to the Administrative Agent an officer’s certificate stating that   such merger, amalgamation or consolidation and any such supplements to any   Security Document preserve the enforceability of the Guarantees and the   perfection and priority of the Liens under the applicable Security Documents;   (c) the Transactions may be consummated; -131-#89847286v15 


    




 










(d) (i) any   Restricted Subsidiary that is not a Credit Party may convey, sell, lease,   assign, transfer or otherwise dispose of any or all of its assets (upon   voluntary liquidation or dissolution or otherwise) to the Borrower or any   other Restricted Subsidiary or (ii) any Credit Party (other than the   Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of   any or all of its assets (upon voluntary liquidation or dissolution or   otherwise) to any other Credit Party; (e) any Subsidiary may convey, sell,   lease, assign, transfer or otherwise dispose of any or all of its assets   (upon voluntary liquidation or dissolution or otherwise) to a Credit Party;   provided that the consideration for any such disposition by any Person other   than a Guarantor shall not exceed the fair value of such assets; and (f) any   Restricted Subsidiary may liquidate or dissolve if the Borrower determines in   good faith that such liquidation or dissolution is in the best interests of   the Borrower and is not materially disadvantageous to the Lenders. 10.4   Limitation on Sale of Assets. The Borrower will not, and will not permit any   of its Restricted Subsidiaries to, consummate an Asset Sale, unless: (a) the   Borrower or such Restricted Subsidiary, as the case may be, receives   consideration at the time of such Asset Sale at least equal to the Fair   Market Value (as determined at the time of contractually agreeing to such   Asset Sale) of the assets sold or otherwise disposed of; (b) at the time of   entering into the definitive documentation with respect to such Asset Sale,   no Event of Default shall have occurred and be continuing; and (c) if the property   or assets sold or otherwise disposed of, taken together with all other   dispositions of assets and issuances of Equity Interests in Restricted   Subsidiaries excepted from the definition of Asset Sales, have a Fair Market   Value in excess of $5.0 million, at least 75% of the consideration therefor   received by the Borrower or such Restricted Subsidiary, as the case may be,   is in the form of cash or Cash Equivalents; provided that the amount of: (i)   any liabilities (as reflected on the Borrower’s most recent consolidated   balance sheet or in the footnotes thereto, or if incurred or accrued   subsequent to the date of such balance sheet, such liabilities that would   have been reflected on the Borrower’s consolidated balance sheet or in the   footnotes thereto if such incurrence or accrual had taken place on or prior   to the date of such consolidated balance sheet, as determined in good faith   by the Borrower) of the Borrower, other than liabilities that are by their   terms subordinated to the Loans, that are assumed by the transferee of any   such assets (or are otherwise extinguished in connection with the   transactions relating to such Asset Sale) and for which the Borrower and all   such Restricted Subsidiaries have been validly released by all applicable   creditors in writing; (ii) any securities, notes or other obligations or   assets received by the Borrower or such Restricted Subsidiary from such   transferee that are converted by the Borrower or such Restricted Subsidiary   into cash or Cash Equivalents, or by their terms are required to be satisfied   for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents   received), in each case, within 180 days following the closing of such Asset   Sale; and (iii) Indebtedness, other than liabilities that are by their terms   subordinated to -132-#89847286v15 


    




 










the Loans, that   are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as   a result of such Asset Sale, to the extent that the Borrower and all   Restricted Subsidiaries have been validly released from any Guarantee of   payment of such Indebtedness in connection with such Asset Sale, shall be   deemed to be cash for purposes of this clause (b) of this provision and for   no other purpose. After the Borrower’s or any Restricted Subsidiary’s receipt   of the Net Cash Proceeds of any Asset Sale, any Permitted Non-Core Asset   Disposition, or any transaction described in clause (ii)(jj) of the   definition of “Asset Sale,” the Borrower or such Restricted Subsidiary shall   apply the Net Cash Proceeds from such Asset Sale Prepayment Event: (i) to   immediately prepay Loans; or (ii) if the Consolidated Total Debt to   Consolidated EBITDA Ratio at the time of such receipt is less than 3.50:1:00   (after giving effect to any such Asset Sale described in this clause (c) but   prior to giving effect to any prepayment of the Loans described in this   clause (c)), within the Reinvestment Period, to make investments in the   Borrower and its Subsidiaries; provided that the Borrower and the Restricted   Subsidiaries will be deemed to have complied with this clause (ii) if and to   the extent that, within the Reinvestment Period after the Asset Sale that   generated the Net Cash Proceeds, the Borrower or such Restricted Subsidiary   has entered into and not abandoned or rejected a binding agreement or letter   of intent to consummate any such investment described in this clause (ii)   with the good faith expectation that such Net Cash Proceeds will be applied   to satisfy such commitment within 180 days of such commitment and, in the   event any such commitment is later cancelled or terminated for any reason   before the Net Cash Proceeds are applied in connection therewith, the   Borrower or such Restricted Subsidiary prepays the Loans in accordance with   Section 5.2(a)(i). (d)Pending the final application of any Net Cash Proceeds   pursuant to this covenant, the Borrower or the applicable Restricted   Subsidiary may apply such Net Cash Proceeds temporarily to reduce   Indebtedness outstanding under the Revolving Credit Facility or any other   revolving credit facility or otherwise invest such Net Cash Proceeds in any   manner not prohibited by this Agreement. -133-#89847286v15 


    




 










10.5 Limitation   on Restricted Payments. The Borrower will not, and will not permit any of its   Restricted Subsidiaries to, declare, pay or make, directly or indirectly, any   Restricted Payment, except: (a) the Borrower may declare and pay dividends   with respect to its Equity Interests payable solely in additional shares of   its common stock; (b) Interests; Restricted Subsidiaries may declare and pay   dividends ratably with respect to their Equity (c) option plans the Borrower   may make Restricted Payments pursuant to and in accordance with stock or   other benefit plans for management, employees or independent consultants of   the Borrower and its Restricted Subsidiaries; (d) the Borrower may make   Restricted Payments to pay for the repurchase, retirement or other   acquisition or retirement for value of Equity Interests of the Borrower held   by any future, present or former employee, director, manager or consultant of   the Borrower or any of its Subsidiaries, or their estates, descendants,   family, spouse or former spouse pursuant to any management equity plan or   stock option or phantom equity plan or any other management or employee   benefit plan or agreement, or any stock subscription or shareholder   agreement; provided that, except with respect to non-discretionary purchases,   the aggregate Restricted Payments made under this clause (d) (i) prior to the   Waiver Finalization Date, do not exceed $300,000 and (ii) after the Waiver   Finalization Date, do not exceed in any calendar year $5.0 million; (e)   [reserved]; (f) the Borrower may purchase, redeem or otherwise acquire Equity   Interests issued by it with the proceeds received from the substantially   concurrent issuance of its Equity Interests; (g) the Borrower may repurchase   fractional shares of its Equity Interests arising out of stock dividends,   splits or combinations, business combinations or conversions of convertible   securities; (h) the Borrower or any Subsidiary may receive or accept the return   to the Borrower or any Restricted Subsidiary of Equity Interests of the   Borrower or any Subsidiary constituting a portion of the purchase price   consideration in settlement of indemnification claims; (i) the Borrower or   any Subsidiary may make payments or distributions to dissenting stockholders   pursuant to applicable law; (j) the Borrower may repurchase its Equity   Interests pursuant to its existing share repurchase program announced on   February 4, 2016 or any other stock repurchase program or plan so long as (1)   no Default or Event of Default has occurred and is continuing prior to making   any such repurchase or would arise after giving effect (including giving   effect on a pro forma basis) thereto, (2) the aggregate amount of such   repurchases does not exceed $70 million and (3) at the time of such   repurchase, the Consolidated Total Debt to Consolidated EBITDA Ratio is not   greater than 3.50:1.00; (k) the Borrower may make other Restricted Payments   not otherwise permitted hereunder in an aggregate principal amount not to   exceed $10.0 million minus (II) any Investments pursuant to Section 10.6(z);   -134-#89847286v15 


    




 










(l) therefrom   at so long as (x) no Event of Default shall have occurred and be continuing   or would result the time of declaration thereof and (y) the Consolidated   Total Debt to Consolidated EBITDA Ratio is not greater than 3.50 to 1.00, the   Borrower may make Restricted Payments in an amount not to exceed the   Available Amount; (m) [reserved]; and (n) so long as no Event of Default   shall have occurred and be continuing at the time of declaration thereof, the   Borrower may make additional Restricted Payments so long as, after giving   effect thereto on a Pro Forma Basis, the Consolidated Total Debt to   Consolidated EBITDA Ratio is not greater than 2.50:1.00. 10.6 Limitation on   Investments. The Borrower will not, and will not permit any of its Restricted   Subsidiaries to, make, purchase, or acquire any Investments, except (each, a   “Permitted Investment”): (a) any Investment in the Borrower or any Restricted   Subsidiary; provided that Investments by the Borrower or a Guarantor in   Restricted Subsidiaries that are not Guarantors, in each case from the   Borrower or a Guarantor to a Restricted Subsidiary that is not a Guarantor,   pursuant to this clause (a), taken together with any disposition of property   or assets or issuance of securities made pursuant to clause (e) of the   definition of Asset Sales, shall not exceed $25 million; (b) any Investment   in cash, Cash Equivalents, or Investment Grade Securities at the time such   Investment is made; (c) (i) any transactions or Investments otherwise made in   connection with the Transactions and in accordance with the Acquisition   Agreement and (ii) so long as the Consolidated Total Debt to Consolidated EBITDA   Ratio is not greater than 3.50 to 1.00 and the Borrower is in pro forma   compliance with the covenants set forth in Section 10.9 as of the date of   such Investment (after giving effect to such Investment), any Investment by   the Borrower or any Restricted Subsidiary in a Person that is engaged in a   Similar Business if as a result of such Investment (a “Permitted   Acquisition”), (1) such Person becomes a Restricted Subsidiary or (2) such   Person, in one transaction or a series of related transactions, is merged,   consolidated, or amalgamated with or into, or transfers or conveys   substantially all of its assets to, or is liquidated into, the Borrower or a   Restricted Subsidiary, and, in each case, any Investment held by such Person;   provided that such Investment was not acquired by such Person in   contemplation of such acquisition , merger, consolidation, or transfer; and   provided, further that Investments in Persons that become Restricted   Subsidiaries that are not Guarantors pursuant to this clause (c)(ii) shall not   exceed $10 million; (d) any Investment in securities or other assets not   constituting cash, Cash Equivalents, or Investment Grade Securities and   received in connection with an Asset Sale made pursuant to Section 10.4 or   any other disposition of assets not constituting an Asset Sale; (e) (i) any   Investment existing or contemplated on the Closing Date and, in each case,   listed on Schedule 10.6 and (ii) Investments consisting of any   modification,replacement,renewal, reinvestment, or extension of any such Investment;   provided that the amount of any such Investment is not increased from the   amount of such Investment on the Closing Date except pursuant to the terms of   such Investment (including in respect of any unused commitment), plus any   accrued but unpaid interest (including any portion thereof which is payable   in kind in accordance with the terms of such modified, extended, renewed, or   replaced Investment) and premium payable by the terms of such Indebtedness   thereon and fees and expenses associated therewith as of the Closing Date;   -135-#89847286v15 


    




 










(f) any   Investment acquired by the Borrower or any Restricted Subsidiary (i) in   exchange for any other Investment or accounts receivable held by the Borrower   or any such Restricted Subsidiary in connection with or as a result of a   bankruptcy, workout, reorganization, r e s t r u ct u r i n g or   recapitalization of such other Investment or accounts receivable or (ii) as a   result of a foreclosure by the Borrower or any Restricted Subsidiary with   respect to any secured Investment or other transfer of title with respect to   any secured Investment in default; (g) Hedging Obligations permitted under   Section 10.1 and Cash Management Services; (h) [reserved]; (i) Investments   the payment for which consists of Equity Interests of the Borrower (exclusive   of Disqualified Stock); (j) guarantees of Indebtedness permitted under   Section 10.1; (k) accordance paragraph); any transaction to the extent it   constitutes an Investment that is permitted and made in with the provisions   of Section 9.9 (except transactions described in clause (a) of such (l)   Investments consisting of purchases and acquisitions of inventory, supplies,   material, equipment, or other similar assets in the ordinary course of   business; (m) additional Investments having an aggregate Fair Market Value,   taken together with all other Investments made pursuant to this clause (m)   that are at that time outstanding, not to exceed $100 million in the   aggregate so long as the Consolidated Total Debt to Consolidated EBITDA Ratio   is not greater than 3.50 to 1.00 as of the date any such Investments,   provided that if the Consolidated Total Debt to Consolidated EBITDA Ratio is   greater than 3.50 to 1.00, such Investments shall not exceed $25 million   (with the Fair Market Value of each Investment made pursuant to this Section   10.6(m) being measured at the time made and without giving effect to   subsequent changes in value); (n) [reserved]; (o) advances to, or guarantees   of Indebtedness of, employees not in excess of $5.0 million; (p) related   travel (i) loans and advances to officers, directors, managers, and employees   for business expenses, moving expenses, and other similar expenses, in each   case, incurred in the ordinary course of business or consistent with past practices   or to fund such Person's purchase of Equity Interests of the Borrower and   (ii) promissory notes received from stockholders of the Borrower or any   Subsidiary in connection with the exercise of stock options in respect of the   Equity Interests of the Borrower and the Subsidiaries; (q) Investments   consisting of extensions of trade credit in the ordinary course of business;   (r) Investments in the ordinary course of business consisting of Uniform   Commercial Code Article 3 endorsements for collection or deposit and Uniform   Commercial Code Article 4 customary trade arrangements with customers   consistent with past practices; (s)Non-cash Investments in connection with   tax planning and reorganization activities; provided that after giving effect   to any such activities, the security interests of the Lenders in the   Collateral, taken as a whole, would not be materially impaired;   -136-#89847286v15 


    




 










(t) Investments   made in the ordinary course of business in connection with obtaining,   maintaining or renewing client, franchisee and customer contracts and loans   or advances made to, and guarantees with respect to obligations of,   franchisees, distributors, suppliers, licensors and licensees in the ordinary   course of business; (u) the licensing and contribution of Intellectual   Property pursuant to joint development, venture or marketing arrangements   with other Persons, in the ordinary course of business; (v) contributions to   a "rabbi" trust for the benefit of employees, directors, consultants,   independent contractors or other service providers or other grantor trust   subject to claims of creditors in the case of a bankruptcy of the Borrower;   (w) [reserved]; (x) Consolidated so long as (x) no Event of Default shall   have occurred and be continuing and (y) the Total Debt to Consolidated EBITDA   Ratio is not greater than 3.50 to 1.00, other Investments made with any   portion of the Available Amount; (y) so long as no Event of Default shall   have occurred and be continuing at the time of such Investment, the Borrower   or any Restricted Subsidiary may make additional Investments so long as,   after giving effect thereto on a Pro Forma Basis, the Consolidated Total Debt   to Consolidated EBITDA Ratio -137-#89847286v15 


    




 










is not greater   than 2.75:1.00; and (z) additional Investments having an aggregate Fair   Market Value, taken together with all other Investments made pursuant to this   clause (z) that are at that time outstanding, not to exceed available   capacity under Section 10.5(k). 10.7 Limitation on Subsidiary Distributions.   The Borrower will not permit any of its Restricted Subsidiaries that are not   Guarantors to, directly or indirectly, create or otherwise cause or suffer to   exist or become effective any consensual encumbrance or consensual   restriction on the ability of any such Restricted Subsidiary to: (a) (i) pay   dividends or make any other distributions to the Borrower or any Restricted   Subsidiary on its Capital Stock or with respect to any other interest or   participation in, or measured by, its profits or (ii) pay any Indebtedness   owed to the Borrower or any Restricted Subsidiary; (b) make loans or advances   to the Borrower or any Restricted Subsidiary; or (c) sell, lease or transfer   any of its properties or assets to the Borrower or any Restricted Subsidiary;   except (in each case) for such encumbrances or restrictions (x) which the   Borrower has reasonably determined in good faith will not materially impair   the Borrower’s ability to make payments under this Agreement when due or (y)   existing under or by reason of: (i) contractual encumbrances or restrictions   in effect on the Closing Date, including pursuant to this Agreement and the   related documentation and related Hedging Obligations; (ii)purchase money   obligations for property acquired in the ordinary course of business or   consistent with past practice and Capitalized Lease Obligations that impose   restrictions of the nature discussed in clause (c) above on the property so   acquired; (iii) Requirements of Law or any applicable rule, regulation or   order; (iv) any agreement or other instrument of a Person acquired by or   merged or consolidated with or into the Borrower or any Restricted   Subsidiary, or that is assumed in connection with the acquisition of assets   from such Person, in each case that is in existence at the time of such   transaction (but not created in contemplation thereof), which encumbrance or   restriction is not applicable to any Person, or the properties or assets of   any Person, other than the Person and its Subsidiaries, or the property or   assets of the Person and its Subsidiaries, so acquired or designated; (v)   contracts for the sale of assets, including customary restrictions with   respect to a Subsidiary of the Borrower pursuant to an agreement that has been   entered into for the sale or disposition of all or substantially all of the   Capital Stock or assets of such Subsidiary and restrictions on transfer of   assets subject to Permitted Liens; -138-#89847286v15 


    




 










(vi) (x)   secured Indebtedness otherwise permitted to be incurred pursuant to Sections   10.1 and 10.2 that limit the right of the debtor to dispose of the assets   securing such Indebtedness and (y) restrictions on transfers of assets   subject to Permitted Liens (but, with respect to any such Permitted Lien,   only to the extent that such transfer restrictions apply solely to the assets   that are the subject of such Permitted Lien); (vii) restrictions on cash or   other deposits or net worth imposed by customers under contracts entered into   in the ordinary course of business; (viii) other Indebtedness, Disqualified   Stock or preferred stock of Restricted Subsidiaries permitted to be incurred   subsequent to the Closing Date pursuant to the provisions of Section 10.1;   (ix) customary provisions in joint venture agreements or arrangements and   other similar agreements or arrangements relating solely to such joint   venture and the Equity Interests issued thereby; (x) customary provisions   contained in leases, sub-leases, licenses, sub-licenses or similar agreements,   in each case, entered into in the ordinary course of business; (xi)   [reserved]; and (xii) any encumbrances or restrictions of the type referred   to in clauses (a), (b), and (c) aboveimposedby any amendments,modifications,   restatements,renewals, increases, supplements, refundings, replacements or   refinancings of the contracts, instruments or obligations referred to in   clauses (i) through (xii) above; provided that such amendments,   modifications, restatements, renewals, increases, supplements, refundings,   replacements, or refinancings (x) are, in the good faith judgment of the   Borrower’s board of directors, no more restrictive in any material respect   with respect to such encumbrance and other restrictions taken as a whole than   those prior to such amendment, modification, restatement, renewal, increase,   supplement, refunding, replacement or refinancing or (y) do not materially   impair the Borrower’s ability to pay its obligations under the Credit   Documents as and when due (as determined in good faith by the Borrower). 10.8   Limitation on Prepayments of Junior Debt or Unsecured Debt. The Borrower will   not, and will not permit any of its Restricted Subsidiaries to, make,   directly or indirectly, any payment or other distribution (whether in cash,   securities or other property) of or in respect of any Junior Debt or   Indebtedness that is unsecured of the Borrower or any Restricted Subsidiary   that is or any payment or other distribution (whether in cash, securities or   other property), including any sinking fund or similar deposit, on account of   the purchase, redemption, retirement, acquisition, cancellation or   termination in respect of any Junior Debt or Indebtedness that is unsecured   except for: (a) Refinancing Indebtedness, (b) payments of regularly scheduled   interest and payment of principal on the scheduled maturity date of any   Junior Debt or Indebtedness that is unsecured (including for avoidance of   doubt, the Convertible Notes), -139-#89847286v15 


    




 










(c) (other than   the conversion of any Junior Debt or Indebtedness that is unsecured to Equity   Interests Disqualified Stock) of the Borrower or any Restricted Subsidiary,   (d) so long as no Event of Default shall have occurred and be continuing at   the time of declaration thereof, the Borrower may make additional payments or   distributions in respect of Junior Debt or Indebtedness that is unsecured   prior to its scheduled maturity so long as, after giving effect to such   payments or distribution on a Pro Forma Basis, the Consolidated Total Debt to   Consolidated EBITDA Ratio is not greater than 2.75:1.00, (e) so long as (x)   no Event of Default shall have occurred and be continuing or would result   therefrom at the time of declaration thereof and (y) the Consolidated Total   Debt to Consolidated EBITDA Ratio is not greater than 3.50 to 1.00, the   Borrower may make payments or distributions in respect of Junior Debt or   Indebtedness that is unsecured with the Available Amount; (f) payments or   distributions in amounts that would otherwise have been permitted to be made   as Restricted Payments; provided that any such prepayment shall constitute a   utilization of the applicable Restricted Payment capacity; and (g) payments   of Capitalized Lease Obligations. 10.9 Financial Covenants. (a) Consolidated   First Lien Secured Debt to Consolidated EBITDA Ratio. The Borrower will not   permit the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio   as of the last day of any Test Period (commencing with the Test Period ending   September 30, 2017) ending during any period set forth below to be greater   than the ratio set forth below opposite such period: (b) Minimum Interest   Coverage Ratio. The Borrower will not permit the Consolidated Interest   Coverage Ratio as of the last day of any Test Period (commencing with the   Test Period ending September 30, 2017) to be less than 2.00 to 1.00. Section   11. Events of Default. Upon the occurrence of any of the following specified   events (each an “Event of Default”): 11.1 Payments. The Borrower shall (a)   default in the payment when due of any principal of the Loans or (b) default,   and such default shall continue for five or more Business Days, in the   payment when due of any interest on the Loans or any Fees or any Unpaid   Drawings or of any other amounts owing hereunder or under any other Credit   Document; or 11.2 Representations, Etc. Any representation, warranty or   statement made or deemed made by any Credit Party herein or in any other   Credit Document or any certificate delivered or required to be   -140-#89847286v15 Period Ratio September 30, 2017 through March 31, 2019 5.50   to 1.00 June 30, 2019 through December 31, 2019 5.00 to 1.00 March 31, 2020   and thereafter 4.25 to 1.00 


    




 










delivered   pursuant hereto or thereto shall prove to be untrue in any material respect   on the date as of which made or deemed made; or 11.3 Covenants. Any Credit   Party shall: (a) default in the due performance or observance by it of any   term, covenant or with respect to the Borrower), agreement contained in   Section 9.1(e)(i), Section 9.5 (solely Section 9.13 or Section 10; or (b)   default in the due performance or observance by it of any term, covenant or   agreement (other than those referred to in Section 11.1 or 11.2 or clause (a)   of this Section 11.3) contained in this Agreement or any Security Document   and such default shall continue unremedied for a period of at least 30 days   after receipt of written notice by the Borrower from the Administrative Agent   or the Required Lenders; or 11.4 Default Under Other Agreements. (a) The   Borrower or any of the Restricted Subsidiaries shall (i) fail to make any   payment with respect to any Indebtedness (other than the Obligations) in   excess of $50.0 million, beyond the period of grace and following all   required notices, if any, provided in the instrument or agreement under which   such Indebtedness was created or (ii) default in the observance or   performance of any 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 (after giving   effect to all applicable grace period and delivery of all required notices)   (other than, with respect to Indebtedness consisting of any Hedge Agreements,   termination events or equivalent events pursuant to the terms of such Hedge   Agreements (it being understood that clause (i) shall apply to any failure to   make any payment in excess of $50.0 million that is required as a result of   any such termination or similar event and that is not otherwise being contested   in good faith)), the effect of which default or other event or condition is   to cause, or to permit the holder or holders of such Indebtedness (or a   trustee or agent on behalf of such holder or holders) to cause, any such   Indebtedness to become due or to be repurchased, prepaid, defeased or   redeemed (automatically or otherwise), or an offer to repurchase, prepay,   defease or redeem such Indebtedness to be made, prior to its stated maturity;   provided that this clause (a) shall not apply to secured Indebtedness that   becomes due as a result of the sale, transfer or other disposition (including   as a result of a casualty or condemnation event) of the property or assets   securing such Indebtedness (to the extent such sale, transfer or other   disposition is not prohibited under this Agreement), or (b) without limiting   the provisions of clause (a) above, any such Indebtedness shall be declared   to be due and payable, or required to be prepaid other than by a regularly   scheduled required prepayment or as a mandatory prepayment (and, with respect   to Indebtedness consisting of any Hedge Agreements, other than due to a   termination event or equivalent event pursuant to the terms of such Hedge   Agreements (it being understood that clause (a)(i) above shall apply to any   failure to make any payment in excess of $50.0 million that is required as a   result of any -141-#89847286v15 


    




 










such   termination or equivalent event and that is not otherwise being contested in   good faith)), prior to the stated maturity thereof; provided that this clause   (b) shall not apply to (x) secured Indebtedness that becomes due as a result   of the voluntary sale or transfer of the property or assets securing such   Indebtedness, if such sale or transfer is permitted hereunder and under the   documents providing for such Indebtedness, (y) Indebtedness which is   convertible into Qualified Stock and converts to Qualified Stock in   accordance with its terms and such conversion is not prohibited hereunder, or   (z) any breach or default that is (I) remedied by the Borrower or the   applicable Restricted Subsidiary or (II) waived (including in the form of   amendment) by the required holders of the applicable item of Indebtedness, in   either case, prior to the acceleration of Loans pursuant to this Section 11;   or 11.5 Bankruptcy, Etc. Except as otherwise permitted by Section 10.3, the   Borrower or any Significant Subsidiary shall commence a voluntary case,   proceeding or action concerning itself under Title 11 of the United States   Code entitled “Bankruptcy” as now or hereafter in effect, or any successor   thereto (collectively, the “Bankruptcy Code”); or an involuntary case,   proceeding or action is commenced against the Borrower or any Significant   Subsidiary and the petition is not controverted within 60 days after   commencement of the case, proceeding or action; or an involuntary case,   proceeding or action is commenced against the Borrower or any Significant   Subsidiary and the petition is not dismissed within 60 days after   commencement of the case, proceeding or action; or a custodian (as defined in   the Bankruptcy Code), judicial manager, compulsory manager, receiver,   receiver manager, trustee, liquidator, administrator, administrative receiver   or similar Person is appointed for, or takes charge of, all or substantially   all of the property of the Borrower or any Significant Subsidiary; or the   Borrower or any Significant Subsidiary commences any other voluntary   proceeding or action under any reorganization, arrangement, adjustment of   debt, relief of debtors, dissolution, insolvency, winding-up, administration   or liquidation or similar law of any jurisdiction whether now or hereafter in   effect relating to the Borrower or any Significant Subsidiary; or there is   commenced against the Borrower or any Significant Subsidiary any such   proceeding or action that remains undismissed for a period of 60 days; or the   Borrower or any Significant Subsidiary is adjudicated bankrupt; or any order   of relief or other order approving any such case or proceeding or action is   entered; or the Borrower or any Significant Subsidiary suffers any   appointment of any custodian receiver, receiver manager, trustee, administrator   or the like for it or any substantial part of its property to continue   undischarged or unstayed for a period of 60 days; or the Borrower or any   Significant Subsidiary makes a general assignment for the benefit of   creditors; or 11.6 ERISA. (a) An ERISA Event or a Foreign Plan Event shall   have occurred, (b) a trustee shall be appointed by a United States district   court to administer any Pension Plan(s), (c) the PBGC shall institute   proceedings to terminate any Pension Plan(s), or (d) any Credit Party or any   of their respective ERISA Affiliates shall have been notified by the sponsor   of a Multiemployer Plan that it has incurred or will be assessed Withdrawal   Liability to such Multiemployer Plan and such entity does not have reasonable   grounds for contesting such Withdrawal Liability or is not contesting such   Withdrawal Liability in a timely and appropriate manner, and in each case in   clauses (a) through (d) above, such event or condition, together with all   other such events or conditions, if any, would reasonably be expected to   result in a Material Adverse Effect; 11.7 Guarantee. Other than as expressly   permitted hereunder, any Guarantee provided by any Credit Party or any   material provision thereof shall cease to be in full force or effect (other   than pursuant to the terms hereof and thereof) or any such Guarantor   thereunder or any other Credit Party shall deny or disaffirm in writing any   such Guarantor’s obligations under the Guarantee; or 11.8 Amendment No. 1   Default; Waiver Finalization Date. A Limited Waiver Default shall occur prior   to the Waiver Finalization Date or othe Waiver Finalization Date shall not   have occurred on or prior to the Waiver Termination Date. -142-#89847286v15 


    




 









 

11.9                        Security Agreement. The Security Agreement or any other Security Document pursuant to which the assets of the Borrower or any Material Subsidiary are pledged as Collateral or any material provision thereof shall cease to be in full force or effect or any Lien created thereunder on any material portion of Collateral shall cease to be a valid and perfected Lien (other than pursuant to the terms hereof or thereof, solely as a result of acts or omissions of the Collateral Agent in respect of certificates, promissory notes or instruments actually delivered to it (including as a result of the Collateral Agent’s failure to file a Uniform Commercial Code continuation statement)) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s obligations under the Security Agreement or any other Security Document; or

 

11.10                 Judgments. One or more judgments or decrees shall be entered against the Borrower or any of the Restricted Subsidiaries involving a liability in excess of $50.0 million in the aggregate for all such judgments and decrees for the Borrower and the Restricted Subsidiaries (to the extent not covered by insurance or indemnities as to which the applicable insurance company or third party has not denied coverage) and any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 days after the entry thereof; or

 

11.11                 Change of Control. A Change of Control shall occur; or

 

11.12                 Remedies Upon Event of Default. If an Event of Default occurs and is continuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.9), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Borrower, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement: (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind, (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations (excluding any Secured Cash Management Obligations and Secured Hedge Obligations) to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding; provided that, if an Event of Default specified in Section 11.5  shall occur with respect to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent shall occur automatically without the giving of any such notice. In the case of an Event of Default under Section 11.3(a)  in respect of a failure to observe or perform the covenant under Section 10.9, and at any time thereafter during the continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to the Borrower, take either or both of the following actions, at the same or different times: (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment of each Lender, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Loans (excluding any Secured Cash Management Obligations and Secured Hedge Obligations) then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to

 

143











 

be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent permitted by applicable law). On or after the date on which the Required Revolving Credit Lenders have, by written request to the Administrative Agent, elected to take the action under clause (ii) above as a result of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.9, the Required Term Loan Lenders may, upon the written request of the Required Term Loan Lenders to the Administrative Agent, elect to declare the Term Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Term Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent permitted by applicable law).

 

11.13                 Application of Proceeds. Subject to the terms of, in each case if executed, the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5  shall be applied:

 

(i)                                     first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder;

 

(ii)                                  second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit Outstanding; and

 

(iii)                               third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct;

 

provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

 

144











 

Section 12.                                    The Agents.

 

12.1                        Appointment.

 

(a)                                 Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12  (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Joint Bookrunners and Sections 12.1, 12.9, 12.11  and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, none of the Borrower or any other Credit Party shall have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, 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 Credit Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

 

(b)                                 The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuers hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuers irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.

 

(c)                                  Each of the Joint Lead Arrangers and Joint Bookrunners each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

 

12.2                        Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and the other Credit Documents by or through agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any agents, subagents or attorneys-in-fact selected by it in the absence of its gross negligence or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).

 

12.3                        Exculpatory Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Credit Document (except for its or

 

145











 

such Person’s own gross negligence or willful misconduct, as determined in the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (b) responsible in any manner to any of the Lenders or any participant for any recitals, statements, representations or warranties made by any Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document, or the creation, perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or for any failure of any Credit Party to perform its obligations hereunder or thereunder. No Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party. Without limiting the generality of the foregoing, (a) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 13.1), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law and (b) except as expressly set forth in the Credit Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity.

 

12.4                        Reliance by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder 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 and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders 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 and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable law.

 

146











 

12.5                        Notice of Default. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent or the Collateral Agent has received written notice 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, it shall give notice thereof to the Lenders and the Collateral Agent. 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; 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 except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or each of the Lenders, as applicable.

 

12.6                        Non-Reliance on Administrative Agent, Collateral Agent, and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor the Collateral Agent nor any of their respective 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 or the Collateral Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any Lender, the Swingline Lender or the Letter of Credit Issuers. Each Lender, the Swingline Lender and each Letter of Credit Issuer represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, 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 Borrower and each other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, 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 any of the Credit Parties. Except for notices, reports, and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of any Credit Party that may come into the possession of the Administrative Agent or the Collateral Agent any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

 

12.7                        Indemnification. The Lenders agree to severally indemnify each Agent and the Revolving Credit Lenders agree to indemnify each Letter of Credit Issuer, in each case in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their respective portions of the Total Credit Exposure in effect 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 (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against an Agent or Letter of Credit Issuer in any way relating to or arising out of the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions

 

147











 

contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent or such Letter of Credit Issuer under or in connection with any of the foregoing; provided that no Lender shall be liable to an Agent or Letter of Credit Issuer for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or Letter of Credit Issuer’s (i) gross negligence, bad faith or willful misconduct of such Agent or Letter of Credit Issuer as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of the Agent or Letter of Credit Issuer under the terms of this Agreement by the Agent or Letter of Credit Issuer as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among such Lenders that does not involve an act or omission by the Agent or Letter of Credit Issuer; provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be deemed to constitute gross negligence, bad faith or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7  applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each Agent or Letter of Credit Issuer upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees) incurred by such Agent or Letter of Credit Issuer in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent or Letter of Credit Issuer is not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent or Letter of Credit Issuer for any purpose shall, in the opinion of such Agent or Letter of Credit Issuer, be insufficient or become impaired, such Agent or Letter of Credit Issuer may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent or Letter of Credit Issuer against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent or Letter of Credit Issuer against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s or Letter of Credit Issuer’s gross negligence, bad faith or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction. The agreements in this Section 12.7  shall survive the payment of the Loans and all other amounts payable hereunder. The indemnity provided to each Agent and Letter of Credit Issuer under this Section 12.7  shall also apply to such Agent’s and Letter of Credit Issuer’s respective Affiliates, directors, officers, members, controlling persons, employees, trustees, investment advisors and agents and successors.

 

12.8                        Agents in Their Individual Capacities. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Credit Party as though such Agent were not an Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, each Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same as though it were not an Agent, and the terms Lender and Lenders shall include each Agent in its individual capacity.

 

148











 

12.9                             Successor Agents.

 

(a)                                 Each of the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Letter of Credit Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Sections 11.1  or 11.5  is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. 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 Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice.

 

(b)                                 If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the extent permitted by applicable law, subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the 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), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuers under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the retiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuers directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Goldman Sachs Bank USA as the Administrative Agent pursuant to this Section 12.9  shall also constitute the resignation or removal of Goldman Sachs Bank USA as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such 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 Agent’s resignation or removal hereunder and under the other Credit Documents, the provisions of this Section 12  (including Section 12.7) and Section 13.5  shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and

 

149











 

their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as an Agent.

 

(a)                                 Any resignation by or removal of Goldman Sachs Bank USA as the Administrative Agent pursuant to this Section 12.9  shall also constitute its resignation or removal as Swingline Lender and Letter of Credit Issuer; provided that, for the avoidance of doubt, (1) it shall retain all the rights, powers, privileges and duties of the Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Letter of Credit Issuer and all L/C Obligations with respect thereto (including the right to require L/C Participants to make Revolving Credit Loans pro rata based on their Revolving Credit Commitment Percentages of the applicable Unpaid Drawing pursuant to Section 3.4(a)) and (2) it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require Mandatory Borrowings pursuant to Section 2.1(d). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender and Letter of Credit Issuer, (b) the retiring Swingline Lender and Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor Swingline Lender and Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

 

12.10                 Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so), fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. 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 this Agreement or any other Credit Document against any amount due to the Administrative Agent under this Section 12.10. The agreements in Section 12.10  shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, for purposes of this Section 12.10, the term Lender includes the Swingline Lender and the Letter of Credit Issuers.

 

12.11                 Agents Under Security Documents and Guarantee. Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Security Documents. Subject to Section 13.1, without further written consent or

 

150











 

authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent thereof) under any Credit Document (i) upon the final Maturity Date and the payment in full (or Cash Collateralization) of all Obligations (except for contingent indemnification obligations in respect of which a claim has not yet been made and Secured Hedge Obligations and Secured Cash Management Obligations), (ii) that is sold or to be sold or transferred as part of or in connection with any sale or other transfer permitted hereunder or under any other Credit Document to a Person that is not a Credit Party, (iii) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its Guarantee otherwise in accordance with the Credit Documents, (iv) as to the extent provided in the Security Documents, (v) that constitutes Excluded Property or Excluded Stock and Stock Equivalents or (vi) if approved, authorized or ratified in writing in accordance with Section 13.1; (b) release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder; (c) subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Credit Document to the holder of any Lien permitted under clause (vi)  (solely with respect to Section 10.1(d)), and (ix)  of the definition of Permitted Lien; and (d) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, including the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement.

 

The Collateral Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this Section 12.11, irrespective of any discharge of the Borrower’s obligations to pay those amounts to the other Lenders resulting from failure by them to take appropriate steps in insolvency proceedings affecting the Borrower to preserve their entitlement to be paid those amounts.

 

Any amount due and payable by the Borrower to the Collateral Agent under this Section 12.11  shall be decreased to the extent that the other Lenders have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Credit Documents and any amount due and payable by the Borrower to the Collateral Agent under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.11.

 

12.12                 Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights, and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights, and remedies under the Security Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless 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 Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. No holder of Secured Hedge Obligations

 

151











 

or Secured Cash Management Obligations shall have any rights in connection with the management or release of any Collateral or of the obligations of any Credit Party under this Agreement. No holder of Secured Hedge Obligations or Secured Cash Management Obligations that obtains the benefits of any Guarantee or any Collateral by virtue of the provisions hereof or of any other Credit Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Credit Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender or Agent and, in such case, only to the extent expressly provided in the Credit Documents. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Hedge Agreements and Secured Cash Management Agreements, unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

 

12.13                 Intercreditor Agreement Governs. The Administrative Agent, the Collateral Agent, and each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into each intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof, and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of Permitted Other Indebtedness.

 

Section 13.                                    Miscellaneous.

 

13.1                        Amendments, Waivers, and Releases. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. Except as provided to the contrary under Section 2.14  or 2.15  or the fifth and sixth paragraphs hereof in respect of Replacement Term Loans, and other than with respect to any amendment, modification or waiver contemplated in the proviso to clause (i) below, which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders, the Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent and/or the Collateral Agent may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive in writing, on such terms and conditions as the Required Lenders or the Administrative Agent and/or the Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that each such waiver and each such amendment, supplement or modification shall be effective only in the specific instance and for the specific purpose for which given; and provided, further, that no such waiver and no such amendment, supplement or modification shall (x) (i) forgive or reduce any portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated rate (it being understood that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the Default Rate or amend Section 2.8(c)), or forgive any portion thereof, or extend the date for the payment, of any principal, interest or fee hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates), or extend the final expiration date of any Letter of Credit beyond the L/C Facility Maturity Date, or amend or modify any provisions of Sections 5.3(a)  (with respect to the ratable allocation of any payments only) 13.8(a) or 13.20, or make any Loan, interest, Fee or other amount payable in any currency

 

152












 

other than expressly provided herein, in each case without the written consent of each Lender directly and adversely affected thereby; provided that a waiver of any condition precedent in Section 6  or 7  of this Agreement, the waiver of any Default, Event of Default, default interest, mandatory prepayment or reductions, any modification, waiver or amendment to the financial covenant definitions or financial ratios or any component thereof or the waiver of any other covenant shall not constitute an increase of any Commitment of a Lender, a reduction or forgiveness in the interest rates or the fees or premiums or a postponement of any date scheduled for the payment of principal, premium or interest or an extension of the final maturity of any Loan or the scheduled termination date of any Commitment, in each case for purposes of this clause (i), or (ii) consent to the assignment or transfer by the Borrower of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3), in each case without the written consent of each Lender directly and adversely affected thereby, or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent and Collateral Agent in a manner that directly and adversely affects such Person, or (iv) amend, modify or waive any provision of Section 3 with respect to any Letter of Credit without the written consent of the Letter of Credit Issuer to the extent such amendment, modification or waiver directly and adversely affects the Letters of Credit Issuer, or (v) amend, modify or waive any provisions (including the waiver of any conditions set forth in Section 6  or 7  of this Agreement) which directly affects Lenders under one or more Facilities and does not directly affect Lenders under any other Facilities, in each case, without the written consent of the Required Facility Lenders under such applicable Facility or Facilities (and in the case of multiple Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); provided however that the waivers described in this clause (v)  shall not require the consent of any Lenders other than the Required Facility Lenders under such Facility or Facilities; (vi) amend, modify or waive any provisions hereof relating to Swingline Loans without the written consent of the Swingline Lender in a manner that directly and adversely affects such Person, or (vii) change any Revolving Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior written consent of each Lender directly and adversely affected thereby, or (viii) release all or substantially all of the Guarantors under the Guarantees (except as expressly permitted by the Guarantees, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement or this Agreement) or release all or substantially all of the Collateral under the Security Documents (except as expressly permitted by the Security Documents, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement or this Agreement) without the prior written consent of each Lender, or (ix) decrease the Initial Term Loan Repayment Amount applicable to Initial Term Loans or extend any scheduled Initial Term Loan Repayment Date applicable to Initial Term Loans, in each case without the written consent of each Lender directly and adversely affected thereby, or (x) reduce the percentages specified in the definitions of the term Required Lenders, Required Revolving Credit Lenders or Required Initial Term Loan Lenders or amend, modify or waive any provision of this Section 13.1 that has the effect of decreasing the number of Lenders that must approve any amendment, modification or waiver, without the written consent of each Lender, (y) notwithstanding anything to the contrary in clause (x),  (i) extend the final expiration date of any Lender’s Commitment or (ii) increase the aggregate amount of the Commitments of any Lender, in each case, without the written consent of such Lender, or (z) in connection with an amendment that addresses solely a repricing transaction in which any Class of Term Loans is refinanced with a replacement Class of Term Loans bearing (or is modified in such a manner such that the resulting Term Loans bear) a lower Effective Yield (a “Permitted Repricing Amendment”), only the consent of the Lenders holding Term Loans subject to such permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans or modified Term Loans.

 

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (x) that the Commitment of

 

153











 

such Lender may not be increased or extended without the consent of such Lender and (y) for any such amendment, waiver or consent that treats such Defaulting Lender disproportionately from the other Lender of the same Class (other than because of its status as a Defaulting Lender).

 

Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be binding upon the Borrower, such Lenders, the Administrative Agent and all future holders of the affected Loans. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the foregoing provisions, the Administrative Agent may, but shall have no obligations to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.

 

Notwithstanding the foregoing, in addition to any credit extensions and related Joinder Agreement(s) effectuated without the consent of Lenders in accordance with Section 2.14, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new Term Loans and the Revolving Credit Loans.

 

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans of any Class (“Refinanced Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans (plus an amount equal to all accrued but unpaid interest, fees, premiums, and expenses incurred in connection therewith), (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, unless any such Applicable Margin applies after the Initial Term Loan Maturity Date, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), and (d) the covenants, events of default and guarantees shall be not materially more restrictive (taken as a whole) (as determined in good faith by the Borrower) to the Lenders providing such Replacement Term Loans than the covenants, events of default and guarantees applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants, events of default and guarantees applicable to any period after the maturity date in respect of the Refinanced Term Loans in effect immediately prior to such refinancing.

 

154











 

The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, upon the termination of this Agreement and the payment of all Obligations hereunder (except for (w) contingent indemnification obligations in respect of which a claim has not yet been made, (x) Secured Hedge Obligations, (y) Cash Collateralized Letters of Credit pursuant to arrangements reasonably acceptable to the Letter of Credit Issuer and (z) Secured Cash Management Obligations), (ii) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another Credit Party, to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 13.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the second following sentence), (vi) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents, and (vii) if such assets constitute Excluded Property or Excluded Stock or Stock Equivalents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally, the Lenders hereby irrevocably agree that any Restricted Subsidiary that is a Guarantor shall be released from the Guarantees upon consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary. The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender.

 

Notwithstanding anything herein to the contrary, the Credit Documents may be amended to add syndication or documentation agents and make customary changes and references related thereto with the consent of only the Borrower and the Administrative Agent.

 

Notwithstanding anything in this Agreement (including, without limitation, this Section 13.1) or any other Credit Document to the contrary, (i) this Agreement and the other Credit Documents may be amended to effect an incremental facility or extension facility pursuant to Section 2.14 (and the Administrative Agent and the Borrower may effect such amendments to this Agreement and the other Credit Documents without the consent of any other party as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the terms of any such incremental facility or extension facility); (ii) no Lender consent is required to effect any amendment or supplement to the First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of the First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as a whole); provided, further, that no such agreement shall amend, modify or otherwise directly and adversely affect

 

155











 

the rights or duties of the Administrative Agent hereunder or under any other Credit Document without the prior written consent of the Administrative Agent; (iii) any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to (x) cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined by the Administrative Agent and the Borrower) or (y) effect administrative changes of a technical or immaterial nature (including to effect changes to the terms and conditions applicable solely to the Letter of Credit Issuers in respect of issuances of Letters of Credit); provided that, in each case, such amendment shall be deemed approved by the Lenders if the Lenders shall have received at least five Business Days’ prior written notice of such change and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; and (iv) guarantees, collateral documents and related documents executed by Credit Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with any other Credit Document, entered into, amended, supplemented or waived, without the consent of any other Person, by the applicable Credit Party or Credit Parties and the Administrative Agent or the Collateral Agent in its or their respective sole discretion, to (A) effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, (B) as required by local law or advice of counsel to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, or (C) to cure ambiguities, omissions, mistakes or defects (as reasonably determined by the Administrative Agent and the Borrower) or to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Credit Documents.

 

Notwithstanding anything in this Agreement or any Security Document to the contrary, the Administrative Agent may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Sections 9.12, 9.13  and 9.14  or any Security Documents in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of the Borrower and the Restricted Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this Agreement or any Security Document.

 

13.2                        Notices. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Credit Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

 

(a)                                           if to the Borrower, the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer or the Swingline Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 13.2  or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

 

(b)                                           if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the Swingline Lender;

 

156











 

(c)                                       A copy of all communications and notices provided by or to the Borrower hereunder shall be provided to Davis Polk, as counsel to the Amendment No. 1 Consenting Lenders, at the following address:

 

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attn: Damian S. Schaible

Michelle M. McGreal

damian.schaible@davispolk.com

michelle.mcgreal@davispolk.com

 

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, three Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when delivered; provided that notices and other communications to the Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2  and 5.1  shall not be effective until received.

 

13.3                        No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit 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 herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

 

13.4                        Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Credit 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 hereunder.

 

13.5                        Payment of Expenses; Indemnification.

 

(a)                                 The Borrower agrees (i) to pay or reimburse each of the Agents for all their reasonable and documented out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation, execution and delivery of, and any amendment, supplement, modification to, waiver and/or enforcement this Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP (or such other counsel as may be agreed by the Administrative Agent and the Borrower), one counsel in each relevant local jurisdiction with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), (ii) to pay or reimburse each Agent for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including all such out-of-pocket costs and expenses incurred during any workout or restructuring and including the reasonable fees, disbursements and other charges of one firm or counsel to the Administrative Agent and the Collateral Agent, and, to the extent required, one firm or local counsel in each relevant local jurisdiction with the Borrower’s consent (such consent not to be unreasonably withheld or delayed (which may include a single special counsel acting in multiple jurisdictions), (iii) to pay all reasonable and documented fees, costs and expenses of Davis Polk, as counsel to the

 

157











 

Amendment No. 1 Consenting Lenders, incurred in connection with the enforcement or preservation of any rights under this Agreement, Amendment No. 1, the other Credit Documents and any such other documents, including all such fees, costs and expenses incurred during any workout or restructuring, provided that from and after the Amendment No. 1 Effective Date, in the event that Davis Polk reasonably believes that such fees, costs and expenses will exceed $25,000 in the aggregate for any one month, Davis Polk shall provide written notice thereof to the Borrower, along with a summary explanation of such expected fees, costs and expenses for such month, (iv) to pay, indemnify and hold harmless each Lender, each Agent, each Letter of Credit Issuer and their respective Related Parties (without duplication) (the “Indemnified Persons”) from and against any and all losses, claims, damages, liabilities, obligations, demands, actions, judgments, suits, costs, expenses, disbursements or penalties of any kind or nature whatsoever (and the reasonable and documented out-of-pocket fees, expenses, disbursements and other charges of one firm of counsel for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnified Person), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) of any such Indemnified Person arising out of or relating to any action, claim, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, any of its Subsidiaries or any other Person), arising out of, or with respect to the Transactions or to the execution, enforcement, delivery, performance and administration of this Agreement, the other Credit Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence, Release or threatened Release of Hazardous Materials relating in any way to the Borrower or any of its Subsidiaries (all the foregoing in this clause (v), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities to the extent arising from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, (ii) a material breach of the obligations of such Indemnified Person or any of its Related Parties under the terms of this Agreement by such Indemnified Person or any of its Related Parties as determined in a final and non-appealable judgment of a court of competent jurisdiction, or (iii) any proceeding between and among Indemnified Persons that does not involve an act or omission by the Borrower or its Restricted Subsidiaries; provided the Agents, to the extent acting in their capacity as such, shall remain indemnified in respect of such proceeding, to the extent that neither of the exceptions set forth in clause (i)  or (ii) of the immediately preceding proviso applies to such person at such time. The agreements in this Section 13.5  shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5  shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.

 

(b)                            No Credit Party nor any Indemnified Person shall have any liability for any special, punitive, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not limit the Borrower’s indemnification obligations to the Indemnified Persons pursuant to Section 13.5(a) in respect of damages incurred or paid by an Indemnified Person to a third party. No Indemnified Person 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Person or any of its Related Parties as determined by a final and non-appealable judgment of a court of

 

158











 

competent jurisdiction.

 

13.6                             Successors and Assigns; Participations and Assignments.

 

(a)                                 The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) except as expressly permitted by Section 10.3, the Borrower may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 13.6. 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 clause (c) of this Section 13.6) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the Lenders and each other Person entitled to indemnification under Section 13.5) any legal or equitable right, remedy or claim under or by reason of this Agreement.

 

159











 

(b)                                      (i) Subject to the conditions set forth in clause (b)(ii) below and Section 13.7, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans (including participations in L/C Obligations or Swingline Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed; it being understood that, without limitation, the Borrower shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) of:

 

(A)                                         the Borrower; provided that the Borrower shall be deemed to have consented to any such assignment of the Term Loans unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; provided, further, that no consent of the Borrower shall be required for (1) an assignment of Term Loans to (X) a Lender, (Y) an Affiliate of a Lender, or (Z) an Approved Fund, (2) an assignment of Loans or Commitments to any assignee if an Event of Default has occurred and is continuing or (3) any assignments between Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC; and

 

(B)                                         the Administrative Agent (not to be unreasonably withheld or delayed) and, in the case of Revolving Credit Commitments or Revolving Credit Loans only, the Swingline Lender and the Letter of Credit Issuers; provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; provided, further that no consent of the Administrative Agent, the Swingline Lender or any Letter of Credit Issuer shall be required for any assignments between Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC.

 

Notwithstanding the foregoing, no such assignment shall be made (i) to a natural Person, Disqualified Lender or Defaulting Lender and (ii) with respect to the Revolving Credit Commitments, the Borrower or any of its Subsidiaries. For the avoidance of doubt, the Administrative Agent shall bear no responsibility or liability for monitoring and enforcing the list of Persons who are Disqualified Lenders at any time.

 

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

 

(A)                                         except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 in the case of Revolving Credit Commitments and $1,000,000 in the case of Term Loans, unless each of the Borrower and the Administrative Agent otherwise consents (which consents shall not be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default under Section 11.1  or Section 11.5 has occurred and is continuing; provided, further, that contemporaneous assignments by a Lender and its Affiliates or Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above (and simultaneous assignments to or by two or more Related Funds shall be treated as one assignment), if any;

 

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

 

160











 

clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

 

(C)                                         the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system or other method reasonably acceptable to the Administrative Agent, together with a processing and recordation fee in the amount 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; provided, further, that such recordation fee shall not be payable in the case of assignments by any Affiliate of the Joint Bookrunners;

 

(D)                                         the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form approved by the Administrative Agent (the “Administrative Questionnaire”) and applicable tax forms (as required under Section 5.4(e)); and

 

(E)                                          any assignment to the Borrower or any Subsidiary shall also be subject to the requirements of Section 13.6(h).

 

For the avoidance of doubt, the Administrative Agent bears no responsibility for tracking or monitoring assignments to or participations by any Disqualified Lender.

 

(iii)                                         Subject to acceptance and recording thereof pursuant to clause (b)(v)  of this Section 13.6, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 2.10, 2.11, 3.5, 5.4  and 13.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.6  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 clause (c)  of this Section 13.6. For the avoidance of doubt, in case of an assignment to a new Lender pursuant to this Section 13.6, (i) the Administrative Agent, the new Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the new Lender been an original Lender signatory to this Agreement with the rights and/or obligations acquired or assumed by it as a result of the assignment and to the extent of the assignment the assigning Lender shall each be released from further obligations under the Credit Documents and (ii) the benefit of each Security Document shall be maintained in favor of the new Lender.

 

(iv)                                        The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans (and stated interest amounts) and any payment made by a Letter of Credit Issuer under any Letter of Credit 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, the Collateral Agent, the Letter of Credit Issuers and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the

 

161











 

contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent, the Letter of Credit Issuers, the Administrative Agent and its Affiliates and, with respect to itself, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

 

(v)                                      Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and applicable tax forms (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b)  of this Section 13.6  and any written consent to such assignment required by clause (b)  of this Section 13.6, the Administrative Agent shall promptly accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (b)(v).

 

(c)                                       (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, the Letter of Credit Issuers or the Swingline Lender, sell participations to one or more banks or other entities (other than (x) a natural person, (y) the Borrower and its Subsidiaries and (z) any Disqualified Lender provided, however, that, notwithstanding clause (y) hereof, participations may be sold to Disqualified Lenders unless a list of Disqualified Lenders has been made available to all Lenders) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the Borrower, the Administrative Agent, the Letter of Credit Issuers 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, the Administrative Agent shall bear no responsibility or liability for monitoring and enforcing the list of Disqualified Lenders or the sales of participations thereto at any time. 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 or any other Credit Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clauses (i)  and (vii)  of the second proviso to Section 13.1 that affects such Participant. Subject to clause (c)(ii)  of this Section 13.6, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11, 3.5  and 5.4 to the same extent as if it were a Lender (subject to the limitations and requirements of those Sections as though it were a Lender and had acquired its interest by assignment pursuant to clause (b)  of this Section 13.6, including the requirements of clause (e)  of Section 5.4) (it being agreed that any documentation required under Section 5.4(e)  shall be provided to the participating Lender)). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.8(b)  as though it were a Lender; provided such Participant shall be subject to Section 13.8(a) as though it were a Lender.

 

(ii)                                       A Participant shall not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5  or 5.4 than the applicable Lender would have been entitled to receive absent the sale of such the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary 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 amounts) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). 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

 

162












 

to the contrary. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) 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.

 

(d)                                           Any Lender may, without the consent of the Borrower or the Administrative Agent, 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, or other central bank having jurisdiction over such Lender and this Section 13.6  shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

 

(e)                                            Subject to Section 13.16, the Borrower authorizes each Lender to disclose to any Participant, secured creditor of such Lender or assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or on behalf of the Borrower and its Affiliates pursuant to this Agreement or that has been delivered to such Lender by or on behalf of the Borrower and its Affiliates in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement.

 

(f)                                             The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance 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.

 

(g)                                            SPV Lender. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it shall not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 13.6, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans

 

163











 

to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) other than a Disqualified Lender providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) subject to Section 13.16, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. This Section 13.6(g) may not be amended without the written consent of the SPV. Notwithstanding anything to the contrary in this Agreement but subject to the following sentence, each SPV shall be entitled to the benefits of Sections 2.10, 2.11, 3.5  and 5.4 to the same extent as if it were a Lender (subject to the limitations and requirements of those Sections as though it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 13.6, including the requirements of clause (e)  of Section 5.4  (it being agreed that any documentation required under Section 5.4(e)  shall be provided to the Granting Lender)). Notwithstanding the prior sentence, an SPV shall not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5  or 5.4 than its Granting Lender would have been entitled to receive absent the grant to such SPV, unless such grant to such SPV is made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld).

 

(h)                                      [reserved].

 

None of the Borrower or any Subsidiary of the Borrower shall be required to make any representation that it is not in possession of information which is not publicly available and/or material with respect to the Borrower and its Subsidiaries or their respective securities for purposes of U.S. federal and state securities laws.

 

13.7                        Replacements of Lenders Under Certain Circumstances.

 

(a)                                      The Borrower shall be permitted (x) to replace any Lender or (y) terminate the Commitment of such Lender or Letter of Credit Issuer, as the case may be, and (1) in the case of a Lender (other than a Letter of Credit Issuer), repay all Obligations of the Borrower due and owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of a Letter of Credit Issuer, repay all Obligations of the Borrower owing to such Letter of Credit Issuer relating to the Loans and participations held by such Letter of Credit Issuer as of such termination date and cancel or backstop on terms satisfactory to such Letter of Credit Issuer any Letters of Credit issued by it that (a) requests reimbursement for amounts owing pursuant to Sections 2.10, 3.5  or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken, or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Requirements of Law, (ii) no Event of Default under Sections 11.1 or 11.5  shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts pursuant to Sections 2.10, 2.11, 3.5  or 5.4, as the case may be, owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, an Affiliate of the Lender or Approved Fund, and the terms and

 

164











 

conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replacement bank or institution, if not already a Lender shall be subject to the provisions of Section 13.6(b), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6  (provided that unless otherwise agreed the Borrower shall be obligated to pay the registration and processing fee referred to therein), and (vii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

 

(b)                                      If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 13.1 requires the consent of either (i) all of the Lenders directly and adversely affected or (ii) all of the Lenders, and, in each case, with respect to which the Required Lenders (or at least 50.1% of the directly and adversely affected Lenders) shall have granted their consent, then, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to (x) replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent (to the extent such consent would be required under Section 13.6)  or to terminate the Commitment of such Lender or Letter of Credit Issuer, as the case may be, and (1) in the case of a Lender (other than a Letter of Credit Issuer), repay all Obligations of the Borrower due and owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of a Letter of Credit Issuer, repay all Obligations of the Borrower owing to such Letter of Credit Issuer relating to the Loans and participations held by such Letter of Credit Issuer as of such termination date and cancel or backstop on terms satisfactory to such Letter of Credit Issuer any Letters of Credit issued by it); provided that (a) all Obligations hereunder of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment including any amounts that such Lender may be owed pursuant to Section 2.11, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon, and (c) the Borrower shall pay to such Non-Consenting Lender the amount, if any, owing to such Lender pursuant to Section 5.1(b). In connection with any such assignment, the Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6.

 

13.8                             Adjustments; Set-off.

 

(a)                                           Except as contemplated in Section 13.6  or elsewhere herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, 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 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

 

(b)                                           After the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Credit Parties but with the prior consent of the Administrative Agent, any such notice being

 

165











 

expressly waived by the Credit Parties to the extent permitted by applicable law, upon any amount becoming due and payable by the Credit Parties hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final) (other than payroll, trust, tax, fiduciary, and petty cash accounts), in any currency, and any other credits, indebtedness or claims, 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 or any branch or agency thereof to or for the credit or the account of the Credit Parties. Each Lender agrees promptly to notify the Credit Parties and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

 

13.9                        Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

 

13.10                 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.

 

13.11                 Integration. This Agreement and the other Credit Documents represent the agreement of the Borrower, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Administrative Agent, the Collateral Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.

 

13.12                 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

13.13                 Submission to Jurisdiction; Waivers. Each party hereto irrevocably and unconditionally:

 

(a)                                 submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party to the exclusive general jurisdiction of the courts of the State of New York or the courts of the United States for the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and appellate courts from any thereof;

 

(b)                                 consents that any such action or proceeding shall be brought in such courts and waives (to the extent permitted by applicable law) any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or to commence or support any such action or proceeding in any other courts;

 

166











 

(c)                             agrees that service of process in any such action or proceeding shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2  at such other address of which the Administrative Agent shall have been notified pursuant to Section 13.2;

 

(d)                            agrees that nothing herein shall affect the right of the Administrative Agent, any Lender or another Secured Party to effect service of process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower or any other Credit Party in any other jurisdiction; and

 

(e)                             waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.13  any special, exemplary, punitive or consequential damages; provided that nothing in this clause (e)  shall limit the Credit Parties’ indemnification obligations set forth in Section 13.5.

 

13.14                 Acknowledgments. The Borrower hereby acknowledges that:

 

(a)                            it has been advised by counsel in the negotiation, execution, and delivery of this Agreement and the other Credit Documents;

 

(b)                            (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length commercial transaction between the Borrower and the other Credit Parties, on the one hand, and the Administrative Agent, the Lenders and the other Agents on the other hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof);

 

(ii)                             in connection with the process leading to such transaction, each of the Administrative Agent and the other Agents, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrower, any other Credit Parties or any of their respective Affiliates, stockholders, creditors or employees, or any other Person;

 

(iii)                          neither the Administrative Agent nor any other Agent has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether the Administrative Agent or other Agent has advised or is currently advising the Borrower, the other Credit Parties or their respective Affiliates on other matters) and neither the Administrative Agent or other Agent has any obligation to the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents;

 

(iv)                         the Administrative Agent, each other Agent and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and their Affiliates, and neither the Administrative

 

167











 

Agent nor any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and

 

(v)                                      neither the Administrative Agent nor any other Agent has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Borrower have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower hereby agrees that it will not claim that any Agent owes a fiduciary or similar duty to the Credit Parties in connection with the Transactions contemplated hereby and waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent or any other Agent with respect to any breach or alleged breach of agency or fiduciary duty; and

 

(c)                                       no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower, on the one hand, and any Lender, on the other hand.

 

13.15                 WAIVERS OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

 

13.16                 Confidentiality. The Administrative Agent, each other Agent and each Lender (collectively, the “Restricted Persons” and, each a “Restricted Person”) shall treat confidentially all non-public information provided to any Restricted Person by or on behalf of any Credit Party hereunder in connection with such Restricted Person’s evaluation of whether to become a Lender hereunder or obtained by such Restricted Person pursuant to the requirements of this Agreement (“Confidential Information”) and shall not publish, disclose or otherwise divulge such Confidential Information; provided that nothing herein shall prevent any Restricted Person from disclosing any such Confidential Information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process (in which case such Restricted Person agrees (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform the Borrower promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over such Restricted Person or any of its Affiliates (in which case such Restricted Person agrees (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority) to the extent practicable and not prohibited by applicable law, rule or regulation, to inform the Borrower promptly thereof prior to disclosure), (c) to the extent that such Confidential Information becomes publicly available other than by reason of improper disclosure by such Restricted Person or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing under this Section 13.16, (d) to the extent that such Confidential Information is received by such Restricted Person from a third party that is not, to such Restricted Person’s knowledge, subject to confidentiality obligations owing to any Credit Party or any of their respective subsidiaries or affiliates, (e) to the extent that such Confidential Information was already in the possession of the Restricted Persons prior to any duty or other undertaking of confidentiality or is independently developed by the Restricted Persons without the use of such Confidential Information, (f) to such Restricted Person’s affiliates and to its and their respective officers,

 

168











 

directors, partners, employees, legal counsel, independent auditors, and other experts or agents who need to know such Confidential Information in connection with providing the Loans or action as an Agent hereunder and who are informed of the confidential nature of such Confidential Information and who are subject to customary confidentiality obligations of professional practice or who agree to be bound by the terms of this Section 13.16  (or confidentiality provisions at least as restrictive as those set forth in this Section 13.16) (with each such Restricted Person, to the extent within its control, responsible for such person’s compliance with this paragraph), (g) to potential or prospective Lenders, hedge providers (or other derivative transaction counterparties) (any such person, a “Derivative Counterparty”), participants or assignees, in each case who agree (pursuant to customary syndication practice) to be bound by the terms of this Section 13.16  (or confidentiality provisions at least as restrictive as those set forth in this Section 13.16); provided that (i) the disclosure of any such Confidential Information to any Lenders, Derivative Counterparties or prospective Lenders, Derivative Counterparties or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender, Derivative Counterparty or prospective Lender or participant or prospective participant that such Confidential Information is being disseminated on a confidential basis (on substantially the terms set forth in this Section 13.16  or confidentiality provisions at least as restrictive as those set forth in this Section 13.16) in accordance with the standard syndication processes of such Restricted Person or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such Confidential Information and (ii) no such disclosure shall be made by any Restricted Person to whom a list of Disqualified Lenders has been made available to any person that is at such time a Disqualified Lender, (h) for purposes of establishing a “due diligence” defense, or (i) to rating agencies in connection with obtaining ratings for the Borrower and the Facilities to the extent such rating agencies are subject to customary confidentiality obligations of professional practice or agree to be bound by the terms of this Section 13.16  (or confidentiality provisions at least as restrictive as those set forth in this Section 13.16). Notwithstanding the foregoing, (i) Confidential Information shall not include, with respect to any Person, information available to it or its Affiliates on a non-confidential basis from a source other than the Borrower, its Subsidiaries or its Affiliates, (ii) the Administrative Agent shall not be responsible for compliance with this Section 13.16 by any other Restricted Person (other than its officers, directors or employees), (iii) in no event shall any Lender, the Administrative Agent or any other Agent be obligated or required to return any materials furnished by the Borrower or any of its Subsidiaries, and (iv) each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration, settlement and management of this Agreement and the other Credit Documents.

 

13.17                 Direct Website Communications. The Borrower may, at its option, provide to the Administrative Agent any information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents, including, without limitation, all notices, requests, financial statements, financial, and other reports, certificates, and other information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto, (B) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (C) provides notice of any default or event of default under this Agreement or (D) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to the Administrative Agent at an email address provided by the Administrative Agent from time to time; provided that (i) upon written request by the Administrative Agent, the

 

169











 

Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Nothing in this Section 13.17  shall prejudice the right of the Borrower, the Administrative Agent, any other Agent or any Lender to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.

 

The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each Lender agrees (A) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.

 

(a)                                           The Borrower further agrees that any Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”), so long as the access to such Platform (i) is limited to the Agents, the Lenders and Transferees or prospective Transferees and (ii) remains subject to the confidentiality requirements set forth in Section 13.16.

 

(b)                                           THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY MATERIALS OR INFORMATION PROVIDED BY THE CREDIT PARTIES (THE “BORROWER MATERIALS”) OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties” and each an “Agent Party”) have any liability to the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities, or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the internet, except to the extent the liability of any Agent Party resulted from such Agent Party’s (or any of its Related Parties’ (other than any trustee or advisor)) gross negligence, bad faith or willful misconduct or material breach of the Credit Documents as determined in the final non-appealable judgment of a court of competent jurisdiction.

 

(c)                                            The Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrower, the Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to the Credit Documents or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains only publicly available information with respect to the

 

170











 

Borrower may be posted on that portion of the Platform designated for such public-side Lenders. If the Borrower has not indicated whether a document or notice delivered contains only publicly available information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrower, the Subsidiaries and their securities. Notwithstanding the foregoing, the Borrower shall use commercially reasonable efforts to indicate whether any document or notice contains only publicly available information; provided, however, that the following documents shall be deemed to be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such document contains material nonpublic information: (1) the Credit Documents, (2) any notification of changes in the terms of the Credit Facility and (3) all financial statements and certificates delivered pursuant to Sections 9.1(a),(b)  and (d).

 

13.18                 USA PATRIOT Act. Each Lender hereby notifies each Credit Party that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify, and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot Act.

 

13.19                 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver, or any other party, in connection with any proceeding or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

 

13.20                 No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its Affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders or creditors. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory

 

171











 

services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

 

13.21                 Nature of Borrower Obligations.

 

(a)                                      Notwithstanding anything to the contrary contained elsewhere in this Agreement, it is understood and agreed by the various parties to this Agreement that all of the Borrower’s Obligations to repay principal of, interest on, and all other amounts with respect to, all Loans, L/C Obligations and all other Obligations of the Borrower pursuant to this Agreement (including, without limitation, all fees, indemnities, taxes and other Obligations in connection therewith or in connection with the related Commitments) shall be guaranteed pursuant to, and in accordance with the terms of, the Guarantee.

 

(b)                                      The obligations of the Borrower with respect to the Borrower’s Obligations are independent of the obligations of any Guarantor under its guaranty of the Borrower’s Obligations, and a separate action or actions may be brought and prosecuted against the Borrower, whether or not any such Guarantor is joined in any such action or actions. The Borrower waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof.

 

(c)                                       The Borrower authorizes the Administrative Agent and the Lenders without notice or demand (except as shall be required by the Credit Documents and applicable statute that cannot be waived), and without affecting or impairing its liability hereunder, from time to time to:

 

(i)                                               exercise or refrain from exercising any rights against any Guarantor or others or otherwise act or refrain from acting;

 

(ii)                                            apply any sums paid by any other Person, howsoever realized or otherwise received to or for the account of the Borrower to any liability or liabilities of such other Person regardless of what liability or liabilities of such other Person remain unpaid; and/or

 

(iii)                                         consent to or waive any breach of, or act, omission or default under, this Agreement or any of the instruments or agreements referred to herein, or otherwise, by any other Person.

 

(d)                                      It is not necessary for the Administrative Agent or any other Lender to inquire into the capacity or powers of the Borrower or any of its Subsidiaries or the officers, directors, members, partners or agents acting or purporting to act on its behalf.

 

(e)                                       The Borrower waives any right to require the Administrative Agent or the other Lenders to (i) proceed against any Guarantor or any other party, (ii) proceed against or exhaust any security held from any Guarantor or any other party or (iii) pursue any other remedy in the Administrative Agent’s or the Lenders’ power whatsoever. The Borrower waives any defense based on or arising out of suretyship or any impairment of security held from the Borrower, any Guarantor or any other party or on or arising out of any defense of any Guarantor or any other party other than payment in full in cash of the Obligations of the Credit Parties, including, without limitation, any defense based on or arising out of the disability of any Guarantor or any other party, or the unenforceability of the Obligations of the Borrower or any part thereof from any cause, in each case other than as a result of the payment in full in cash of the Obligations of the Borrower.

 

(f)                                        All provisions contained in any Credit Document shall be interpreted consistently with this Section 13.21 to the extent possible.

 

172











 

13.22                 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 

(a)                                           the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

 

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

 

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

 

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

 

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

 

13.23                 Flood Matters. Each of the parties hereto acknowledges and agree that, if there are any Mortgaged Properties that are improved with a building (as defined in the applicable flood regulations), any increase, extension, or renewal of any of the Loans or Commitments shall be subject to (and conditioned upon) the prior delivery to all Lenders, at least ten (10) Business Days, if no such Mortgaged Property is in a “special flood hazard area” and forty-five (45) days, if any such Mortgaged Property is in a “special flood hazard area” of: (A) a completed flood hazard determination from a third party vendor; (B) if such real property is located in a “special flood hazard area”, (1) a notification to the applicable Lender(s) of that fact and (if applicable) notification to the applicable Lender(s) that flood insurance coverage is not available and (2) evidence of receipt by the applicable Lender(s) of such notice; and (C) if required by applicable flood regulations, evidence of required flood insurance as required by Section 9.3  hereof.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

173