Unassociated Document


    
      EXECUTION
        COPY


      EXCHANGEABLE
        SENIOR UNSECURED

    

    CREDIT
      AND GUARANTY AGREEMENT

    


    dated
      as of August 15, 2007

    


    among

    


    AX
      ACQUISITION CORP.,

    as
      Borrower,

    


    AX
      HOLDING CORP.,

    as
      a Guarantor

    


    CERTAIN
      SUBSIDIARIES OF AEROFLEX INCORPORATED,

    collectively,
      as Guarantors,

    


    VARIOUS
      LENDERS,

    


    and

    


    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

    as
      Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication
      Agent

    


    
      
        

      

    

    


    $225,000,000
      Exchangeable Senior Unsecured Credit Facility

     

    
      

    

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      TABLE
        OF CONTENTS

      


      
        	 	 	
                Page

              
	
                SECTION
                  1. DEFINITIONS AND INTERPRETATION

              	
                1

              
	 	
                1.1.
                  Definitions

              	
                1

              
	 	
                1.2.
                  Accounting Terms

              	
                30

              
	 	
                1.3.
                  Interpretation, etc.

              	
                31

              
	 	
                1.4.
                  Certain Calculations.

              	
                31

              
	 	 	 
	
                SECTION
                  2. LOANS

              	
                32

              
	 	
                2.1.
                  Interim Loans

              	
                32

              
	 	
                2.2.
                  Conversion of Interim Loans to Term Loans

              	
                33

              
	 	
                2.3.
                  Option to Exchange Term Loans for Exchange Notes

              	
                33

              
	 	
                2.4.
                  [Reserved]

              	
                34

              
	 	
                2.5.
                  Pro Rata Shares; Availability of Funds

              	
                34

              
	 	
                2.6.
                  Use of Proceeds

              	
                35

              
	 	
                2.7.
                  Evidence of Debt; Register; Lenders’ Books and Records;
                  Notes.

              	
                35

              
	 	
                2.8.
                  Interest on Loans

              	
                36

              
	 	
                2.9.
                  Conversion/Continuation

              	
                37

              
	 	
                2.10.
                  Default Interest

              	
                38

              
	 	
                2.11.
                  Fees

              	
                38

              
	 	
                2.12.
                  [Reserved].

              	
                38

              
	 	
                2.13.
                  Voluntary Prepayments

              	
                38

              
	 	
                2.14.
                  Mandatory Prepayments/Commitment Reductions

              	
                39

              
	 	
                2.15.
                  Application of Prepayments/Reductions

              	
                41

              
	 	
                2.16.
                  General Provisions Regarding Payments

              	
                41

              
	 	
                2.17.
                  Ratable Sharing

              	
                43

              
	 	
                2.18.
                  Making or Maintaining Eurodollar Rate Loans

              	
                43

              
	 	
                2.19.
                  Increased Costs; Capital Adequacy

              	
                45

              
	 	
                2.20.
                  Taxes; Withholding, etc.

              	
                46

              
	 	
                2.21.
                  Obligation to Mitigate

              	
                49

              
	 	
                2.22.
                  [Reserved]

              	
                49

              
	 	
                2.23.
                  Removal or Replacement of a Lender

              	
                49

              
	 	
                2.24.
                  [Reserved]

              	
                50

              
	 	 	 
	
                SECTION
                  3. CONDITIONS PRECEDENT

              	
                50

              
	 	
                3.1.
                  Closing Date

              	
                50

              
	 	
                3.2.
                  Conditions to Each Credit Extension

              	
                53

              
	 	 	 
	
                SECTION
                  4. REPRESENTATIONS AND WARRANTIES

              	
                54

              
	 	
                4.1.
                  Organization; Requisite Power and Authority;
                  Qualification.

              	
                55

              
	 	
                4.2.
                  Equity Interests and Ownership

              	
                55

              
	 	
                4.3.
                  Due Authorization

              	
                55

              
	 	
                4.4.
                  No Conflict

              	
                55

              
	 	
                4.5.
                  Governmental Consents

              	
                56

              
	 	
                4.6.
                  Binding Obligation

              	
                56

              
	 	
                4.7.
                  Historical Financial Statements

              	
                56

              


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        	 	
                4.8.
                  Projections

              	
                56

              
	 	
                4.9.
                  No Material Adverse Change

              	
                56

              
	 	
                4.10.
                  [Intentionally Omitted.]

              	
                56

              
	 	
                4.11.
                  Adverse Proceedings, etc.

              	
                56

              
	 	
                4.12.
                  Payment of Taxes.

              	
                57

              
	 	
                4.13.
                  Properties

              	
                57

              
	 	
                4.14.
                  Environmental Matters

              	
                57

              
	 	
                4.15.
                  No Defaults

              	
                57

              
	 	
                4.16.
                  [Intentionally Omitted]

              	
                58

              
	 	
                4.17.
                  Governmental Regulation

              	
                58

              
	 	
                4.18.
                  Margin Stock

              	
                58

              
	 	
                4.19.
                  Employee Matters

              	
                58

              
	 	
                4.20.
                  Employee Benefit Plans

              	
                58

              
	 	
                4.21.
                  Certain Fees

              	
                59

              
	 	
                4.22.
                  Solvency

              	
                59

              
	 	
                4.23.
                  Acquisition Agreement

              	
                59

              
	 	
                4.24.
                  Compliance with Statutes, etc.

              	
                59

              
	 	
                4.25.
                  Disclosure

              	
                60

              
	 	
                4.26.
                  Patriot Act

              	
                60

              
	 	
                4.27.
                  Private Offering; Rule 144A Matters.

              	
                60

              
	 	
                4.28.
                  Senior Debt and Designated Senior Debt

              	
                61

              
	 	 	 
	
                SECTION
                  5. AFFIRMATIVE COVENANTS

              	
                61

              
	 	
                5.1.
                  Financial Statements and Other Reports

              	
                61

              
	 	
                5.2.
                  Existence

              	
                65

              
	 	
                5.3.
                  Payment of Taxes and Claims

              	
                65

              
	 	
                5.4.
                  Maintenance of Properties

              	
                65

              
	 	
                5.5.
                  Insurance

              	
                65

              
	 	
                5.6.
                  Books and Records; Inspections

              	
                66

              
	 	
                5.7.
                  Lenders Meetings

              	
                66

              
	 	
                5.8.
                  Compliance with Laws

              	
                66

              
	 	
                5.9.
                  Environmental

              	
                66

              
	 	
                5.10.
                  Subsidiaries

              	
                67

              
	 	
                5.11.
                  Other Agreements

              	
                68

              
	 	
                5.12.
                  Interest Rate Protection

              	
                68

              
	 	
                5.13.
                  Further Assurances

              	
                68

              
	 	
                5.14.
                  Miscellaneous Covenants

              	
                68

              
	 	
                5.15.
                  Merger

              	
                68

              
	 	
                5.16.
                  Exchange Note Indenture

              	
                68

              
	 	 	 
	
                SECTION
                  6. NEGATIVE COVENANTS

              	
                69

              
	 	
                6.1.
                  Indebtedness

              	
                69

              
	 	
                6.2.
                  Liens

              	
                73

              
	 	
                6.3.
                  [RESERVED]

              	
                76

              
	 	
                6.4.
                  Restricted Junior Payments

              	
                76

              
	 	
                6.5.
                  Restrictions on Subsidiary Distributions

              	
                78

              
	 	
                6.6.
                  Investments

              	
                78

              


      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      
        	 	
                6.7.
                  [Reserved].

              	
                80

              
	 	
                6.8.
                  Fundamental Changes; Disposition of Assets; Acquisitions

              	
                80

              
	 	
                6.9.
                  Disposal of Subsidiary Interests

              	
                82

              
	 	
                6.10.
                  Sales and Lease-Backs

              	
                82

              
	 	
                6.11.
                  Transactions with Shareholders and Affiliates.

              	
                82

              
	 	
                6.12.
                  Conduct of Business

              	
                83

              
	 	
                6.13.
                  Permitted Activities of Holdings

              	
                83

              
	 	
                6.14.
                  Amendments or Waivers of Organizational Documents and Certain Related
                  Agreements

              	
                83

              
	 	
                6.15.
                  Amendments with Respect to the Advisory Agreement

              	
                83

              
	 	
                6.16.
                  Fiscal Year

              	
                84

              
	 	 	 
	
                SECTION
                  7. GUARANTY

              	
                84

              
	 	
                7.1.
                  Guaranty of the Obligations

              	
                84

              
	 	
                7.2.
                  Contribution by Guarantors

              	
                84

              
	 	
                7.3.
                  Payment by Guarantors

              	
                85

              
	 	
                7.4.
                  Liability of Guarantors Absolute

              	
                85

              
	 	
                7.5.
                  Waivers by Guarantors

              	
                87

              
	 	
                7.6.
                  Guarantors’ Rights of Subrogation, Contribution, etc.

              	
                88

              
	 	
                7.7.
                  Subordination of Other Obligations

              	
                88

              
	 	
                7.8.
                  Continuing Guaranty

              	
                88

              
	 	
                7.9.
                  Authority of Guarantors or Borrower

              	
                88

              
	 	
                7.10.
                  Financial Condition of Borrower

              	
                89

              
	 	
                7.11.
                  Bankruptcy, etc.

              	
                89

              
	 	
                7.12.
                  Discharge of Guaranty Upon Sale of Guarantors

              	
                89

              
	 	 	 
	
                SECTION
                  8. EVENTS OF DEFAULT

              	
                90

              
	 	
                8.1.
                  Events of Default

              	
                90

              
	 	
                8.2.
                  [Reserved].

              	
                92

              
	 	 	 
	
                SECTION
                  9. AGENTS

              	
                92

              
	 	
                9.1.
                  Appointment of Agents.

              	
                92

              
	 	
                9.2.
                  Powers and Duties

              	
                93

              
	 	
                9.3.
                  General Immunity

              	
                93

              
	 	
                9.4.
                  Agents Entitled to Act as Lender

              	
                94

              
	 	
                9.5.
                  Lenders’ Representations, Warranties and Acknowledgment

              	
                95

              
	 	
                9.6.
                  Right to Indemnity

              	
                95

              
	 	
                9.7.
                  Successor Administrative Agent

              	
                96

              
	 	
                9.8.
                  Guaranty

              	
                96

              
	 	 	 
	
                SECTION
                  10. MISCELLANEOUS

              	
                96

              
	 	
                10.1.
                  Notices

              	
                96

              
	 	
                10.2.
                  Expenses

              	
                98

              
	 	
                10.3.
                  Indemnity

              	
                98

              
	 	
                10.4.
                  Set-Off

              	
                99

              
	 	
                10.5.
                  Amendments and Waivers

              	
                99

              


      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      


      
        	 	
                10.6.
                  Successors and Assigns; Participations

              	
                101

              
	 	
                10.7.
                  Independence of Covenants

              	
                104

              
	 	
                10.8.
                  Survival of Representations, Warranties and Agreements

              	
                104

              
	 	
                10.9.
                  No Waiver; Remedies Cumulative

              	
                104

              
	 	
                10.10.
                  Marshalling; Payments Set Aside

              	
                105

              
	 	
                10.11.
                  Severability

              	
                105

              
	 	
                10.12.
                  Obligations Several; Independent Nature of Lenders’ Rights

              	
                105

              
	 	
                10.13.
                  Headings

              	
                105

              
	 	
                10.14.
                  APPLICABLE LAW

              	
                105

              
	 	
                10.15.
                  CONSENT TO JURISDICTION

              	
                105

              
	 	
                10.16.
                  WAIVER OF JURY TRIAL

              	
                106

              
	 	
                10.17.
                  Confidentiality

              	
                107

              
	 	
                10.18.
                  Usury Savings Clause

              	
                107

              
	 	
                10.19.
                  Counterparts

              	
                108

              
	 	
                10.20.
                  Effectiveness

              	
                108

              
	 	
                10.21.
                  Patriot Act

              	
                108

              
	 	
                10.22.
                  Electronic Execution of Assignments

              	
                108

              
	 	
                10.23.
                  No Fiduciary Duty

              	
                109

              


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    
      	
              APPENDICES:

            	
              A

            	
              Commitments

            
	 	
              B

            	
              Notice
                Addresses

            
	 	 	 
	
              SCHEDULES:

            	
              1.1(a)

            	
              Inactive
                Subsidiaries

            
	 	
              1.1(b)

            	
              Existing
                Letters of Credit

            
	 	
              4.1

            	
              Jurisdictions
                of Organization and Qualification

            
	 	
              4.2

            	
              Equity
                Interests and Ownership

            
	 	
              4.13

            	
              Properties

            
	 	
              4.21

            	
              Certain
                Fees

            
	 	
              6.1(a)

            	
              Certain
                Indebtedness

            
	 	
              6.1(b)

            	
              Certain
                Intercompany Indebtedness

            
	 	
              6.2

            	
              Certain
                Liens

            
	 	
              6.5

            	
              Certain
                Restrictions on Subsidiary Distributions

            
	 	
              6.6

            	
              Certain
                Investments

            
	 	
              6.11

            	
              Certain
                Affiliate Transactions

            
	 	 	 
	
              EXHIBITS:

            	
              A-1

            	
              Funding
                Notice

            
	 	
              A-2

            	
              Conversion/Continuation
                Notice

            
	 	
              A-3

            	
              Exchange
                Notice

            
	 	
              B-1

            	
              Interim
                Loan Note

            
	 	
              B-2

            	
              Term
                Loan Note

            
	 	
              C

            	
              [Reserved]

            
	 	
              D

            	
              Opinions
                of Counsel

            
	 	
              E

            	
              Assignment
                Agreement

            
	 	
              F

            	
              Certificate
                Re Non-bank Status

            
	 	
              G-1

            	
              Closing
                Date Certificate

            
	 	
              G-2

            	
              Solvency
                Certificate

            
	 	
              H

            	
              Counterpart
                Agreement

            
	 	
              I

            	
              [Reserved]

            
	 	
              J

            	
              Summary
                of Terms of Exchange Notes, Exchange Note Indenture and Registration
                Rights Agreement

            
	 	
              K

            	
              [Reserved]

            
	 	
              L

            	
              Intercompany
                Note

            


    

    


    
      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

    

    


    EXCHANGEABLE
      SENIOR UNSECURED CREDIT AND GUARANTY AGREEMENT

    


    This
      EXCHANGEABLE
      SENIOR UNSECURED CREDIT AND GUARANTY AGREEMENT,
      dated
      as of August 15, 2007, is entered into by and among AX
      ACQUISITION CORP.,
      a
      Delaware corporation (“AX
      Acquisition”),
      AX
      HOLDING CORP.,
      a
      Delaware corporation (“Holdings”),
      CERTAIN
      SUBSIDIARIES OF BORROWER,
      as
      Guarantors, the Lenders party hereto from time to time and
      GOLDMAN SACHS CREDIT PARTNERS L.P.
      (“GSCP”),
      as
      Administrative Agent (together with its permitted successors in such capacity,
      “Administrative
      Agent”),
      as
      Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacity,
      “Syndication
      Agent”).

     

    RECITALS:

    


    WHEREAS,
      capitalized terms used in these Recitals shall have the respective meanings
      set
      forth for such terms in Section 1.1 hereof;

     

    WHEREAS,
      Lenders
      have agreed to extend certain credit facilities to Borrower, in an aggregate
      amount not to exceed $225,000,000, consisting of $225,000,000 aggregate
      principal amount of Interim Loans, the proceeds of which will be used on the
      Closing Date (i) to fund the acquisition (the “Acquisition”)
      of all
      of the issued and outstanding stock of Aeroflex Incorporated (“Aeroflex”)
      pursuant to the Merger, (ii) to repay in full certain Existing Indebtedness
      of
      Aeroflex and (iii) to pay related transaction costs, fees, commissions and
      expenses in connection therewith; 

     

    WHEREAS,
      Guarantors have agreed to guarantee the obligations of Borrower
      hereunder;

     

    WHEREAS,
      on the
      Closing Date the Borrower will enter into (a) the Senior Secured Credit Facility
      (as defined below) providing for (i) term loans in an aggregate principal amount
      of $525.0 million and (ii) a revolving credit facility in the amount of $50.0
      million, and (b) the Subordinated Unsecured Credit Facility (as defined below)
      providing for loans in an aggregate principal amount of $120.0
      million.

     

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

     

    SECTION
      1. DEFINITIONS AND INTERPRETATION

     

    1.1.
      Definitions.
      The
      following terms used herein, including in the preamble, recitals, exhibits
      and
      schedules hereto, shall have the following meanings:

     

    “Accounting
      Change”
      means,
      with respect to any Person, any change in accounting principles applicable
      to
      such Person and required by the promulgation of any rule, regulation,
      pronouncement or opinion by the Financial Accounting Standards Board, the
      American Institute of Certified Public Accountants, or, if applicable, the
      Securities and Exchange Commission (or its successor agency).

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    “Acquisition”
      as
      defined in the Recitals hereto.

     

    “Acquisition
      Consideration” shall
      mean the purchase consideration for any Permitted Acquisition and all other
      payments by Holdings or any of its Subsidiaries in exchange for, or as part
      of,
      or in connection with, any Permitted Acquisition, whether paid in cash or by
      exchange of Equity Interests or of properties or otherwise and whether payable
      at or prior to the consummation of such Permitted Acquisition or deferred for
      payment at any future time, whether or not any such future payment is subject
      to
      the occurrence of any contingency, and includes any and all payments
      representing the purchase price and any assumptions of Indebtedness, “earn-outs”
and other agreements to make any payment the amount of which is, or the terms
      of
      payment of which are, in any respect subject to or contingent upon the revenues,
      income, cash flow or profits (or the like) of any person or business;
provided
      that any
      such future payment that is subject to a contingency shall be considered
      Acquisition Consideration only to the extent of the reserve, if any, required
      under GAAP at the time of such sale to be established in respect thereof by
      Holdings or any of its Subsidiaries.

     

    “Adjusted
      Eurodollar Rate”
      means,
      for any Interest Rate Determination Date with respect to an Interest Period
      for
      a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding
      upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum
      (rounded to the nearest 1/100 of 1%) equal to the rate determined by
      Administrative Agent to be the offered rate which appears on the page of the
      Reuters Screen which displays an average British Bankers Association Interest
      Settlement Rate (such page currently being LIBOR01) for deposits (for delivery
      on the first day of such period) with a term equivalent to such period in
      Dollars, determined as of approximately 11:00 a.m. (London, England time) on
      such Interest Rate Determination Date, or (b) in the event the rate referenced
      in the preceding clause (a) does not appear on such page or service or if such
      page or service shall cease to be available, the rate per annum (rounded to
      the
      nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to
      be
      the offered rate on such other page or other service which displays an average
      British Bankers Association Interest Settlement Rate for deposits (for delivery
      on the first day of such period) with a term equivalent to such period in
      Dollars, determined as of approximately 11:00 a.m. (London, England time) on
      such Interest Rate Determination Date, or (c) in the event the rates referenced
      in the preceding clauses (a) and (b) are not available, the rate per annum
      (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to
      first class banks in the London interbank market by other first class
      banks for
      deposits (for delivery on the first day of the relevant period) in Dollars
      of
      amounts in same day funds comparable to the principal amount of the applicable
      Loan of Administrative Agent, in its capacity as a Lender, for which the
      Adjusted Eurodollar Rate is then being determined with maturities comparable
      to
      such period as of approximately 11:00 a.m. (London, England time) on such
      Interest Rate Determination Date, by (ii) an amount equal to (a) one
minus
      (b) the
      Applicable Reserve Requirement.

     

    “Administrative
      Agent”
      as
      defined in the preamble hereto.

     

    “Adverse
      Proceeding”
      means
      any action, suit, proceeding, hearing (whether administrative, judicial or
      otherwise), governmental investigation or arbitration (whether or not
      purportedly on behalf of Holdings or any of its Subsidiaries) at law or in
      equity, or before or by any Governmental Authority, domestic or foreign
      (including any Environmental Claims), whether pending or, to the knowledge
      of a
      Senior Officer of Holdings or any of its Subsidiaries, threatened in writing
      against or affecting Holdings or any of its Subsidiaries or any property of
      Holdings or any of its Subsidiaries.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    “Advisory
      Agreement”
      means
      the Advisory Agreement dated as of August 15, 2007, by and among VGG
      Holding LLC, AX Holding Corp., Aeroflex Incorporated, Veritas Capital Fund
      Management, L.L.C., GGC Administration, LLC, and Goldman, Sachs & Co, as
      amended.

     

    “Aeroflex”
      as
      defined in the Recitals hereto.

     

    “Affected
      Lender”
      as
      defined in Section 2.18(b).

     

    “Affected
      Loans”
      as
      defined in Section 2.18(b).

     

    “Affiliate”
      means,
      as applied to any Person, any other Person directly or indirectly controlling,
      controlled by, or under common control with, that Person. For the purposes
      of
      this definition, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as applied to
      any Person, means the possession, directly or indirectly, of the power (i)
      to
      vote 10% or more of the Securities having ordinary voting power for the election
      of directors of such Person or (ii) to direct or cause the direction of the
      management and policies of that Person, whether through the ownership of voting
      securities or by contract or otherwise.

     

    “Agent”
      means
      each of Administrative Agent and Syndication Agent and, solely for the purposes
      of Sections 9.3, 9.5, 9.6, 10.3 and 10.23 hereof, Goldman
      Sachs.

     

    “Agent
      Affiliates” as
      defined in Section 10.1(b).

     

    “Aggregate
      Amounts Due”
      as
      defined in Section 2.17.

     

    “Aggregate
      Payments”
      as
      defined in Section 7.2.

     

    “Agreement”
      means
      this Exchangeable Senior Unsecured Credit and Guaranty Agreement, dated as
      of
      August 15, 2007, as it may be amended, supplemented or otherwise modified from
      time to time.

     

    "Applicable
      Calculations"
      has the
      meaning ascribed to such term in Section 1.4(a).

     

    “Applicable
      Margin”
      means
      for any day, a rate per annum equal to that set forth in the following table
      for
      the period, if such day falls within such period, commencing on the date
      specified below to but not including the immediately subsequent date specified
      below:

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    
      	 	 	
              Applicable Margin 

              for 

              Base Rate Loans

            	 	
              Applicable Margin 

              for 

              Eurodollar Rate 

              Loans

            	 
	
              Interim
                Loans:

            	 	 	 	 	 	 	 
	
              August
                15, 2007

            	 	 	
              3.375

            	
              %

            	 	
              4.375

            	
              %

            
	
              February
                15, 2008

            	 	 	
              3.875

            	
              %

            	 	
              4.875

            	
              %

            
	
              May
                15, 2008

            	 	 	
              4.375

            	
              %

            	 	
              5.375

            	
              %

            
	 	 	 	 	 	 	 	 
	
              Term
                Loans:

            	 	 	 	 	 	 	 
	
              August
                15, 2008

            	 	 	
              4.875

            	
              %

            	 	
              5.875

            	
              %

            
	
              November
                15, 2008

            	 	 	
              5.375

            	
              %

            	 	
              6.375

            	
              %

            
	
              February
                15, 2009

            	 	 	
              5.875

            	
              %

            	 	
              6.875

            	
              %

            
	
              May
                15, 2009

            	 	 	
              6.375

            	
              %

            	 	
              7.375

            	
              %

            
	
              August
                15, 2009

            	 	 	
              6.875

            	
              %

            	 	
              7.875

            	
              %

            
	
              November
                15, 2009

            	 	 	
              7.375

            	
              %

            	 	
              8.375

            	
              %

            
	
              February
                15, 2010

            	 	 	
              7.875

            	
              %

            	 	
              8.875

            	
              %

            
	
              May
                15, 2010

            	 	 	
              8.375

            	
              %

            	 	
              9.375

            	
              %

            
	
              August
                15, 2010

            	 	 	
              8.875

            	
              %

            	 	
              9.875

            	
              %

            
	
              November
                15, 2010

            	 	 	
              9.375

            	
              %

            	 	
              10.375

            	
              %

            
	
              February
                15, 2011

            	 	 	
              9.875

            	
              %

            	 	
              10.875

            	
              %

            
	
              May
                15, 2011

            	 	 	
              10.375

            	
              %

            	 	
              11.375

            	
              %

            
	
              August
                15, 2011

            	 	 	
              10.875

            	
              %

            	 	
              11.750

            	
              %

            
	
              November
                15, 2011

            	 	 	
              11.375

            	
              %

            	 	
              11.750

            	
              %

            
	
              February
                15, 2012

            	 	 	
              11.750

            	
              %

            	 	
              11.750

            	
              %

            


    

     

    provided
      that,
      for absence of doubt and as set forth in Section 2.8(a), each Loan shall not
      bear interest for any day at a rate (excluding the effect of any increase in
      interest rate pursuant to Section 2.10) (i) less than 9.5% per
      annum
      or (ii)
      greater than 11.75% per
      annum.
      Nothing
      in this paragraph shall limit the rights of the Administrative Agent or any
      Lender under Section 2.10 or Section 8.

     

    “Applicable
      Reserve Requirement”
      means,
      at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a
      decimal, at which reserves (including any basic marginal, special, supplemental,
      emergency or other reserves) are required to be maintained with respect thereto
      against “Eurocurrency liabilities” (as such term is defined in Regulation D)
      under regulations issued from time to time by the Board of Governors or other
      applicable banking regulator. Without limiting the effect of the foregoing,
      the
      Applicable Reserve Requirement shall reflect any other reserves required to
      be
      maintained by such member banks with respect to (i) any category of liabilities
      which includes deposits by reference to which the applicable Adjusted Eurodollar
      Rate of a Loan is to be determined, or (ii) any category of extensions of credit
      or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan
      shall be deemed to constitute Eurocurrency liabilities and as such shall be
      deemed subject to reserve requirements without benefits of credit for proration,
      exceptions or offsets that may be available from time to time to the applicable
      Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted
      automatically on and as of the effective date of any change in the Applicable
      Reserve Requirement.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    “Approved
      Electronic Communications”
means
      any notice, demand, communication, information, document or other material
      that
      any Credit Party provides to Administrative Agent pursuant to any Credit
      Document or the transactions contemplated therein which is distributed to the
      Agents or to the Lenders by means of electronic communications pursuant to
      Section 10.1(b).

     

    “Acquisition
      Agreement”
      means
      that certain Agreement and Plan of Merger by and among Holdings, AX Acquisition,
      and Aeroflex Incorporated, dated as of May 25, 2007.

     

    “Asset
      Sale”
      means a
      sale, lease or sub-lease (as lessor or sublessor), sale and leaseback,
      assignment, conveyance, exclusive license (as licensor or sublicensor), transfer
      or other disposition to, or any exchange of property with, any Person (other
      than Holdings, Borrower or any Guarantor Subsidiary), in one transaction or
      a
      series of transactions, of all or any part of Holdings’ or any of its
      Subsidiaries’ businesses, assets or properties of any kind, whether real,
      personal, or mixed and whether tangible or intangible, whether now owned or
      hereafter acquired, leased or licensed, including the Equity Interests of any
      of
      Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold,
      leased or licensed out in the ordinary course of business (excluding any such
      sales, leases or licenses out by operations or divisions discontinued or to
      be
      discontinued), (ii) equipment or other assets (including leases or
      subleases of real property) sold, replaced, abandoned, leased or otherwise
      disposed of that are obsolete, worn-out, condemned or are no longer used or
      useful in the business of Borrower or any of its Subsidiaries, (iii)
      dispositions, by means of trade-in, of equipment used in the ordinary course
      of
      business, so long as such equipment is replaced, substantially concurrently,
      by
      like-kind equipment, (iv) the use or transfer of Cash and Cash Equivalents
      in a
      manner that is not prohibited by the terms of this Agreement or any other Credit
      Document, (v) licensing, on a non-exclusive basis, of patents, trademarks,
      copyrights, and other intellectual property rights in the ordinary course of
      business, (vi) to the extent allowable under Section 1031 of the Internal
      Revenue Code, any exchange of like property for use in a business of Borrower
      and its Subsidiaries permitted by Section 6.12, (vii) any issuance of
      equity or other beneficial ownership interests by a Subsidiary of Holdings
      to
      Holdings or a Subsidiary of Holdings, (viii) the creation of a Permitted
      Lien under Section 6.2 and (ix) sales, leases or licenses out of other
      assets for aggregate consideration of less than $750,000 with respect to any
      transaction or series of related transactions and less than $3,000,000 in the
      aggregate during any Fiscal Year.

     

    “Assignment
      Agreement”
      means an
      Assignment and Assumption Agreement substantially in the form of Exhibit E,
      with
      such amendments or modifications as may be approved by Administrative
      Agent.

     

    “Assignment
      Effective Date” as
      defined in Section 10.6(b). 

     

    “Authorized
      Officer”
      means,
      as applied to any Person, any individual holding the position of chairman of
      the
      board (if an officer), chief executive officer, president or one of its vice
      presidents (or the equivalent thereof), and such Person’s chief financial
      officer or treasurer, secretary, or other person expressly authorized by
      resolution or written consent to represent such entity in such
      capacity.

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    “AX
      Acquisition”
      as
      defined in the preamble hereto.

     

    “Bankruptcy Code”
      means
      Title 11 of the United States Code entitled “Bankruptcy,” as now and
      hereafter in effect, or any successor statute.

     

    “Base
      Rate”
      means,
      for any day, a rate per annum equal to the greater of (i) the Prime Rate in
      effect on such day and (ii) the Federal Funds Effective Rate in effect on such
      day plus 1⁄2 of 1%. Any change in the Base Rate due to a change in the Prime Rate
      or the Federal Funds Effective Rate shall be effective on the effective day
      of
      such change in the Prime Rate or the Federal Funds Effective Rate,
      respectively.

     

    “Base
      Rate Loan”
      means a
      Loan bearing interest at a rate determined by reference to the Base
      Rate.

     

    “Beneficiary”
      means
      each Agent and Lender.

     

    “Board
      of Governors”
      means
      the Board of Governors of the United States Federal Reserve System, or any
      successor thereto.

     

    “Borrower”
      means,
      prior to the consummation of the Merger, AX Acquisition and after the
      consummation of the Merger, Aeroflex. 

     

    “Business
      Day”
      means
      (i) any day excluding Saturday, Sunday and any day which is a legal holiday
      under the laws of the State of New York or is a day on which banking
      institutions located in such state are authorized or required by law or other
      governmental action to close and (ii) with respect to all notices,
      determinations, fundings and payments in connection with the Adjusted Eurodollar
      Rate or any Eurodollar Rate Loans, the term “Business
      Day”
      shall
      mean any day which is a Business Day described in clause (i) and which is also
      a
      day for trading by and between banks in Dollar deposits in the London interbank
      market.

     

    "Calculation
      Date" has
      the
      meaning ascribed to such term in Section 1.4(b).

     

    “Capital
      Lease”
      means,
      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 should
      be
      accounted for as a capital lease on the balance sheet of that
      Person.

     

    “Cash”
      means
      money, currency or a credit balance in any demand or Deposit
      Account.

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    “Cash
      Equivalents”
      means,
      as at any date of determination, (i) marketable securities (a) issued or
      directly and unconditionally guaranteed as to interest and principal by the
      United States Government or (b) issued by any agency of the United States the
      obligations of which are backed by the full faith and credit of the United
      States, in each case maturing within one year after such date; (ii) marketable
      direct obligations issued by any state of the United States of America or any
      political subdivision of any such state or any public instrumentality thereof,
      in each case maturing within one year after such date and having, at the time
      of
      the acquisition thereof, one of the two highest ratings obtainable from S&P
      or Moody’s (for the purposes of this clause (ii), variable bonds tied to
      short-term interest rates that are reset through an auction process that occurs
      no less frequently than once every 45 days shall be deemed to satisfy the
      foregoing maturity deadline, notwithstanding such bonds having a longer nominal
      maturity); (iii) commercial paper maturing no more than one year from the
      date of creation thereof and having, at the time of the acquisition thereof,
      one
      of the two highest ratings obtainable from S&P or Moody’s; (iv) certificates
      of deposit or bankers’ acceptances maturing within one year after such date and
      issued or accepted by any Lender or by any commercial bank organized under
      the
      laws of the United States of America or any state thereof or the District of
      Columbia that (a) is at least “adequately capitalized” (as defined in the
      regulations of its primary Federal banking regulator) and (b) has Tier 1 capital
      (as defined in such regulations) of not less than $100,000,000; (v) shares
      of
      any money market mutual fund that (a) has substantially all of its assets
      invested continuously in the types of investments referred to in clauses (i)
      through (iv) above, (b) has net assets of not less than $500,000,000, and
      (c) having one of the two highest ratings obtainable from either S&P or
      Moody’s when acquired; and (vi) repurchase obligations with a term of not more
      than 90 days for underlying securities of the types described in clause (i)
      above entered into with any bank meeting the qualifications specified in clause
      (iv) above.

     

    “Certificate
      re Non-Bank Status”
      means a
      certificate substantially in the form of Exhibit F.

     

    “Change
      of Control”
means,
      at any time, (i) Sponsors in the aggregate shall cease to beneficially own
      and
      control, directly or indirectly, at least 51% (or after an IPO, 35%) on a fully
      diluted basis of the voting interests in the Equity Interests of Holdings;
      (ii)
      after an IPO, (a) any Person or “group” (within the meaning of Rules 13d-3 and
      13d-5 under the Exchange Act) other than Sponsors shall have acquired beneficial
      ownership of 35% or more on a fully diluted basis of the voting interest in
      the
      Equity Interests of Holdings or (b) shall have obtained the power (whether
      or
      not exercised) to elect a majority of the members of the board of directors
      (or
      similar governing body) of Holdings; (iii) Holdings shall cease to beneficially
      own and control 100% on a fully diluted basis of the voting interest in the
      Equity Interests of the Borrower; (iv) the majority of the seats (other
      than vacant seats) on the board of directors (or similar governing body) of
      Holdings cease to be occupied by Persons who either (a) were members of the
      board of directors of Holdings on the Closing Date or (b) were nominated for
      election by the board of directors of Holdings, a majority of whom were
      directors on the Closing Date or whose election or nomination for election
      was
      previously approved by a majority of such directors; or (v) any “change of
      control” or similar event under the Senior Secured Credit Documents or the
      Subordinated Unsecured Credit Documents shall occur.

     

    “Closing
      Date”
      means
      the date on which Interim Loans are made.

     

    “Closing
      Date Certificate”
      means a
      Closing Date Certificate substantially in the form of
      Exhibit G-1.

     

    “Commitment”
      means
      the Interim Loan commitment of a Lender, and “Commitments”
      means
      such commitments of all Lenders. The
      amount of each Lender’s Commitment, if any, is set forth on Appendix A or in the
      applicable Assignment Agreement, subject to any adjustment or reduction pursuant
      to the terms and conditions hereof. The aggregate amount of the Commitments
      as
      of the Closing Date is $225,000,000.

     

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    “Commitment
      Letter”
      means
      that certain Commitment Letter dated May 18, 2007 among AX
      Acquisition, Goldman Sachs and GSCP.

     

    “Consolidated
      Adjusted EBITDA” means,
      for any period, an amount determined for Borrower and its Subsidiaries on a
      consolidated basis equal to (i) Consolidated Net Income, plus,
      to the
      extent reducing (and not added back to) Consolidated Net Income (other than
      in
      the case of clause (f) hereof), the sum, without duplication, of amounts for
      (a)
      provision for taxes based on income or profit or capital, including, without
      limitation, state, local and franchise taxes (such as the Pennsylvania capital
      tax and the Texas margin tax) (or the non-U.S. equivalent thereof) for such
      period (including, without limitation, tax expenses of Foreign Subsidiaries
      and
      foreign withholding taxes paid or accrued for such period), to the extent that
      such provision for taxes was deducted in computing such Consolidated Net Income,
      (b) Consolidated Interest Expense for such period, (c) the total amount of
      depreciation and amortization expenses (including amortization of goodwill
      and
      other intangibles and all expenditures in respect of licensed or purchased
      software or internally developed software and software enhancements that are,
      or
      are required to be reflected as, capitalized costs, but excluding amortization
      of prepaid cash expenses that were paid in a prior period and added back) for
      such period to the extent that such depreciation and amortization costs were
      deducted in computing such Consolidated Net Income, (d) to the extent permitted
      to be made under this Agreement, any management, monitoring, consulting and
      advisory fees (including termination fees) and related indemnities and expenses
      paid or accrued by the Borrower in such period pursuant to the terms of the
      Advisory Agreement to the extent deducted in computing such Consolidated Net
      Income, (e)
      any
      other non-cash charges reducing Consolidated Net Income for such period
      (provided
      that if
      any such non-cash charges represent an accrual or reserve for potential cash
      items in any future period, the cash payment in respect thereof in such future
      period shall be subtracted from Consolidated Net Income to such extent, and
      excluding amortization of a prepaid cash item that was paid in a prior period),
      (f)
      cash
      receipts (or any netting arrangements resulting in reduced cash expenditures)
      not representing Consolidated Net Income in any period to the extent non-cash
      gains relating to such income were deducted in the calculation of Consolidated
      Net Income pursuant to clause (ii) below for any previous period, (g) the
      amount of any minority interest expense consisting of income of a Subsidiary
      attributable to minority equity interests of third parties in any non-wholly
      owned Subsidiary deducted in such period in calculating Consolidated Net Income,
      (h) the cumulative effect of a change in accounting principles and changes
      as a
      result of the adoption or modification of accounting policies during such
      period; (i) any impairment charge or asset write-off or write-down, including
      impairment charges or asset write-offs or write downs related to intangible
      assets, long-lived assets, investments in debt and equity securities or
      otherwise as a result of a change in law or regulation (including the
      amortization of the consideration for any non-competition agreements entered
      into in connection with the transactions contemplated by the Credit Documents
      and Related Agreements); (j) any net loss from discontinued operations and
      any
      net after-tax loss on disposal of discontinued operations; (k) non-cash charges
      relating to employee benefit or other management compensation plans of any
      direct or indirect parent of Borrower (to the extent such non-cash charges
      relate to plans of any direct or indirect parent of Borrower for the benefit
      of
      members of the board of directors of Borrower (in their capacity as such) or
      employees
      of Borrower and its Subsidiaries), Borrower or any of its Subsidiaries or any
      non-cash compensation charge and other non-cash expenses or charges arising
      from
      any grant, issuance or repricing of stock appreciation or similar rights, stock,
      stock options, restricted stock or other equity based awards of any direct
      or
      indirect parent of Borrower (to the extent such non-cash charges relate to
      plans
      of any direct or indirect parent of Borrower for the benefit of members of
      the
      board of directors of Borrower (in their capacity as such) or employees of
      Borrower and its Subsidiaries), Borrower or any of its Subsidiaries (excluding
      in each case any non-cash charge to the extent that it represents an accrual
      of
      or reserve for cash expenses in any future period or amortization of a prepaid
      cash expense incurred in a prior period); (l) effects of adjustments (including
      the effects of such adjustments) pursuant to GAAP resulting from the application
      of purchase accounting in relation to the Acquisition or any Permitted
      Acquisition, net of taxes; (m)
      any
      tax losses attributable to the extinguishment of any (1) Indebtedness or (2)
      other derivative instruments of Borrower or any of its Subsidiaries,
      (n)
      any
      restoration to income of any contingency reserve, except to the extent that
      provision for such reserve was made out of net income of Borrower and its
      Subsidiaries accrued at any time following the Closing Date; (o) any fees,
      expenses, costs or charges (including all transaction, restructuring and
      transition costs, fees and expenses (including diligence costs, cash severance
      costs and reserves)) or any amortization thereof, related to any Subject
      Transaction (in each case, including any such transaction consummated prior
      to
      the Closing Date and any such transaction undertaken but not completed),
      including (1) such fees, expenses or charges related to the transactions
      contemplated or permitted by the Credit Documents and Related Agreements and
      (2)
      any amendment or other modification hereof; (p) accruals and reserves that
      are
      established within twelve months after the Closing Date that are so required
      to
      be established as a result of the Acquisition or the other transactions
      contemplated by the Credit Documents and the Related Agreements in accordance
      with GAAP; and (q) any extraordinary, non-recurring or unusual losses, expenses
      or charges; minus
      (ii) (a)
      non-cash gains increasing Consolidated Net Income for such period, excluding
      any
      such items to the extent they represent (1) the reversal in such period of
      an
      accrual of, or reserve for, potential cash expenses in a prior period, (2)
      any
      non-cash gains with respect to cash actually received in a prior period to
      the
      extent such cash did not increase Consolidated Net Income in a prior period,
      (3)
      the amortization of income that was paid in a prior period and (4) the accrual
      of revenue or income consistent with past practice, (b) any net gain from
      discontinued operations or after-tax net gains from the disposal of discontinued
      operations to the extent increasing Consolidated Net Income and (c) any
      extraordinary, non-recurring or unusual gain to the extent increasing
      Consolidated Net Income. In addition, to the extent not already included in
      the
      Consolidated Net Income of Borrower and its Subsidiaries, notwithstanding
      anything to the contrary in the foregoing, Consolidated Adjusted EBITDA shall
      include the amount of proceeds received from business interruption insurance
      and
      reimbursements of any expenses and charges that are covered by indemnification
      or other reimbursement provisions in connection with any Investment under
      Section 6.6, any Permitted Acquisition or any Asset Sale (or other disposition)
      permitted hereunder.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Consolidated
      Capital Expenditures”
      means,
      for any period, the aggregate of all expenditures of Borrower and its
      Subsidiaries during such period determined on a consolidated basis that, in
      accordance with GAAP, are or should be included in “purchase of property and
      equipment” or similar items reflected in the consolidated statement of cash
      flows of Borrower and its Subsidiaries; provided
      that
“Consolidated Capital Expenditures” shall not include any expenditures (i) for
      replacements and substitutions for capital assets, to the extent made with
      the
      proceeds of insurance, indemnity payments, condemnation awards, or damage
      recovery proceeds or other settlements, (ii) made as part of a Permitted
      Acquisition, or (iii) for replacements and substitutions for capital assets,
      to
      the extent made with the proceeds of assets sold, exchanged or otherwise
      disposed of in accordance with, and permitted by, Section 6.8(b) and
      (c).

    


    “Consolidated
      Interest Expense”
      means,
      for any period, total interest expense, whether paid or accrued (including
      that
      portion attributable to Capital Leases in accordance with GAAP and capitalized
      interest) of Borrower and its Subsidiaries on a consolidated basis with respect
      to all outstanding Indebtedness of Borrower and its Subsidiaries, including
      all
      amortization of debt issuance costs and original issue discount, non-cash
      interest payments, the interest component of any deferred payment obligations,
      imputed interest with respect to commissions, discounts and other fees and
      charges owed with respect to letters of credit and net costs under Interest
      Rate
      Agreements.

     

    “Consolidated
      Net Income”
      means,
      for any period, the aggregate net income of Borrower and its Subsidiaries for
      such period, on a consolidated basis, determined in accordance with GAAP;
provided
      that (a)
      the income of any Person (other than a Subsidiary of Borrower) in which any
      other Person (other than Borrower or any of its Subsidiaries) has a joint
      interest, except to the extent of the amount of dividends or other distributions
      actually paid to Borrower or any of its Subsidiaries by such Person during
      such
      period shall be excluded; (b) any gain (loss), together with any related
      provision for taxes on such gain (loss), realized in connection with any Asset
      Sale or other asset disposition or abandonment (other than in the ordinary
      course of business) and reserves relating thereto shall be excluded; (c) any
      net
      unrealized gain (loss) (after any offset) resulting in such period from
      obligations under any Hedge Agreements or other derivative instruments and
      the
      application of Statement of Financial Accounting Standards No. 133, in each
      case, shall be excluded; (d) any net unrealized gain (loss) (after any offset)
      resulting in such period from currency translation gains or losses including
      those related to currency remeasurements of Indebtedness shall be excluded;
      (e)
      any gains (losses) resulting from returned surplus assets of any Pension Plan
      shall be excluded, (f) the effect of any gain (loss) in respect of
      post-retirement benefits as a result of the application of FASB 106 shall be
      excluded; and (g) any non-recurring tax benefits resulting from the transactions
      contemplated by the Credit Documents and the Related Agreements shall be
      excluded. 

     

    “Consolidated
      Senior Secured Debt”
means,
      as of any date of determination, secured Consolidated Total Debt less
      secured
      Indebtedness of Borrower and its Subsidiaries subordinated to the Obligations
      on
      terms reasonably satisfactory to, and which Indebtedness contains other terms,
      tenor and covenants reasonably satisfactory to, the Administrative Agent,
      determined on a consolidated basis in accordance with GAAP.

     

    “Consolidated
      Total Debt”
means,
      as of any date of determination the aggregate stated balance sheet amount of
      all
      Indebtedness of Borrower and its Subsidiaries, determined on a consolidated
      basis in accordance with GAAP. 

     

    “Contractual
      Obligation”
      means,
      as applied to any Person, any provision of any Security issued by that Person
      or
      of any indenture, mortgage, deed of trust, contract, undertaking, agreement
      or
      other instrument to which that Person is a party or by which it or any of its
      properties is bound or to which it or any of its properties is
      subject.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    “Contributing
      Guarantors”
      as
      defined in Section 7.2.

     

    “Conversion/Continuation
      Date”
      means
      the effective date of a continuation or conversion, as the case may be, as
      set
      forth in the applicable Conversion/Continuation Notice.

     

    “Conversion/Continuation
      Notice”
      means a
      Conversion/Continuation Notice substantially in the form of
      Exhibit A-2.

     

    “Conversion
      Date”
      means
      the one-year anniversary of the Closing Date.

     

    “Conversion
      Default”
      means
      (i) any default under the Senior Secured Credit Facility by reason of the
      failure of Borrower to pay when due any payment required by the Senior Secured
      Credit Facility or (ii) any Event of Default described in Sections 8.1(a),
      8.1(f) or 8.1(g).

     

    “Counterpart
      Agreement”
      means a
      Counterpart Agreement substantially in the form of Exhibit H delivered by a
      Credit Party pursuant to Section 5.10.

     

    “Credit
      Date”
      means
      the date of a Credit Extension.

     

    “Credit
      Document”
      means
      any of this Agreement, the Loan Notes, if any, the Engagement Letter, the Fee
      Letter, the Commitment Letter and all other documents, instruments or agreements
      executed and delivered by a Credit Party for the benefit of any Agent or any
      Lender in connection herewith (but excluding the Exchange Note Indenture, the
      Exchange Notes and the Registration Rights Agreement).

     

    “Credit
      Extension”
      means
      the making of a Loan.

     

    “Credit
      Party”
      means
      each Person which is Holdings or one of its direct or indirect Subsidiaries
      from
      time to time party to a Credit Document.

     

    “Currency
      Agreement”
      means
      any foreign exchange contract, currency swap agreement, futures contract, option
      contract, synthetic cap or other similar agreement or arrangement, each of
      which
      is for the purpose of hedging the foreign currency risk associated with
      Holdings’ and its Subsidiaries’ operations and not for speculative
      purposes.

     

    “Default”
      means a
      condition or event that, after notice or lapse of time or both, would constitute
      an Event of Default.

     

    “Deposit
      Account”
      means a
      demand, time, savings, passbook or like account with a bank, savings and loan
      association, credit union or like organization, other than an account evidenced
      by a negotiable certificate of deposit.

    


    
      
        
          
          

        

        
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    “Disqualified
      Equity Interests”
means
      any Equity Interest which, by its terms (or by the terms of any security or
      other Equity Interests into which it is convertible or for which it is
      exchangeable), or upon the happening of any event or condition (i) matures
      or is mandatorily redeemable (other
      than solely for Equity Interests which are not otherwise Disqualified Equity
      Interests), pursuant
      to a sinking fund obligation or otherwise, (ii) is redeemable at the option
      of
      the holder thereof (other than solely for Equity Interests which are not
      otherwise Disqualified Equity Interests), in whole or in part, (iii) provides
      for the scheduled payments or dividends in cash, or (iv) is or becomes
      convertible into or exchangeable for Indebtedness or any other Equity Interests
      that would constitute Disqualified Equity Interests, in each case, prior to
      the
      date that is 91 days after the Term Loan Maturity Date, except, in the case
      of
      clauses (i) and (ii), if as a result of a change of control or asset sale,
      so
      long as any rights of the holders thereof upon the occurrence of such a change
      of control or asset sale event are subject to the prior payment in full of
      all
      Obligations and the termination of the Commitments).

     

    “Dollars”
      and the
      sign “$”
      mean the
      lawful money of the United States of America.

     

    “Domestic
      Subsidiary”
      means
      any Subsidiary organized under the laws of the United States of America, any
      State thereof or the District of Columbia.

     

    “Eligible
      Assignee”
      means
      (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or
      more Related Funds being treated as a single Eligible Assignee for all purposes
      hereof), and (ii) any commercial bank, insurance company, investment or
      mutual fund or other entity that is an “accredited investor” (as defined in
      Regulation D under the Securities Act) and which extends credit or buys
      loans; provided,
      no
      Affiliate of Holdings or Sponsor shall be an Eligible Assignee.

     

    “Employee
      Benefit Plan”
      means
      any “employee benefit plan” as defined in Section 3(3) of ERISA which is
      sponsored, maintained or contributed to by, or required to be contributed by,
      Holdings, any of its Subsidiaries or any of their respective ERISA
      Affiliates.

     

    “Engagement
      Letter”
      means
      that certain Engagement Letter dated May 18, 2007 between AX Acquisition and
      Goldman Sachs.

     

    “Environmental
      Claim”
      means
      any investigation, written notice, notice of violation, claim, action, suit,
      proceeding, demand, abatement order or other written order or directive
      (conditional or otherwise), by any Governmental Authority or any other Person,
      arising (i) pursuant to or in connection with any actual or alleged violation
      of
      any Environmental Law; (ii) in connection with any Hazardous Material or any
      actual or alleged Hazardous Materials Activity; or (iii) in connection with
      any
      actual or alleged damage, injury, threat or harm to health and safety, natural
      resources or the environment.

     

    “Environmental
      Laws”
      means
      any and all current or future foreign or domestic, federal or state (or any
      subdivision of either of them), statutes, ordinances, orders, rules,
      regulations, judgments, Governmental Authorizations, or any other requirements
      of Governmental Authorities relating to (i) environmental matters,
      including those relating to any Hazardous Materials Activity; (ii) the
      generation, use, storage, transportation or disposal of Hazardous Materials;
      or
      (iii) occupational safety and health, industrial hygiene, land use or the
      protection of human, plant or animal health or welfare, in any manner applicable
      to Holdings or any of its Subsidiaries or any Facility.

    


    
      
        
          
          

        

        
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    “Equity
      Interests”
      means
      any and all shares, interests, participations or other equivalents (however
      designated) of capital stock of a corporation, any and all equivalent ownership
      interests in a Person (other than a corporation), including partnership
      interests and membership interests, and any and all warrants, rights or options
      to purchase or other arrangements or rights to acquire any of the
      foregoing.

     

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

     

    “ERISA
      Affiliate”
      means,
      as applied to any Person, (i) any corporation which is a member of a
      controlled group of corporations within the meaning of Section 414(b) of the
      Internal Revenue Code of which that Person is a member; (ii) any trade or
      business (whether or not incorporated) which is a member of a group of trades
      or
      businesses under common control within the meaning of Section 414(c) of the
      Internal Revenue Code of which that Person is a member; and (iii) any member
      of
      an affiliated service group within the meaning of Section 414(m) or (o) of
      the
      Internal Revenue Code of which that Person, any corporation described in clause
      (i) above or any trade or business described in clause (ii) above is a member.
      Any former ERISA Affiliate of Holdings or any of its Subsidiaries shall continue
      to be considered an ERISA Affiliate of Holdings or any such Subsidiary within
      the meaning of this definition with respect to the period such entity was an
      ERISA Affiliate of Holdings or such Subsidiary and with respect to liabilities
      arising after such period for which Holdings or such Subsidiary could be liable
      under the Internal Revenue Code or ERISA.

     

    “ERISA
      Event”
      means
      (i) a “reportable event” within the meaning of Section 4043 of ERISA and the
      regulations issued thereunder with respect to any Pension Plan (excluding those
      for which the provision for 30-day notice to the PBGC has been waived by
      regulation); (ii) the failure to meet the minimum funding standard of Section
      412 of the Internal Revenue Code with respect to any Pension Plan (whether
      or
      not waived in accordance with Section 412(d) of the Internal Revenue Code)
      or
      the failure to make by its due date a required installment under Section 412(m)
      of the Internal Revenue Code with respect to any Pension Plan or the failure
      to
      make any required contribution to a Multiemployer Plan; (iii) the provision
      by
      the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA
      of
      a notice of intent to terminate such plan in a distress termination described
      in
      Section 4041(c) of ERISA; (iv) the withdrawal by Holdings, any of its
      Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan
      with two or more contributing sponsors or the termination of any such Pension
      Plan resulting in liability to Holdings, any of its Subsidiaries or any of
      their
      respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the
      institution by the PBGC of proceedings to terminate any Pension Plan, or the
      occurrence of any event or condition which might constitute grounds under ERISA
      for the termination of, or the appointment of a trustee to administer, any
      Pension Plan; (vi) the imposition of liability on Holdings, any of its
      Subsidiaries or any of their respective ERISA Affiliates pursuant to Section
      4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c)
      of
      ERISA; (vii) the withdrawal of Holdings, any of its Subsidiaries or any of
      their
      respective ERISA Affiliates in a complete or partial withdrawal (within the
      meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if
      there
      is any potential liability therefor, or the receipt by Holdings, any of its
      Subsidiaries or any of their respective ERISA Affiliates of notice from any
      Multiemployer Plan that it is in reorganization or insolvency pursuant to
      Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated
      under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or
      omission which could give rise to the imposition on Holdings, any of its
      Subsidiaries or any of their respective ERISA Affiliates of fines, penalties,
      taxes or related charges under Chapter 43 of the Internal Revenue Code or under
      Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect
      of
      any Employee Benefit Plan; (ix) the assertion of a material claim (other than
      routine claims for benefits) against any Employee Benefit Plan other than a
      Multiemployer Plan or the assets thereof, or against Holdings, any of its
      Subsidiaries or any of their respective ERISA Affiliates in connection with
      any
      Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice
      of the failure of any Pension Plan (or any other Employee Benefit Plan intended
      to be qualified under Section 401(a) of the Internal Revenue Code) to qualify
      under Section 401(a) of the Internal Revenue Code, or the failure of any trust
      forming part of any Pension Plan to qualify for exemption from taxation under
      Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien
      pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or
      pursuant to ERISA with respect to any Pension Plan.

    


    
      
        
          
          

        

        
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    “Eurodollar
      Rate Loan”
      means a
      Loan bearing interest at a rate determined by reference to the Adjusted
      Eurodollar Rate.

     

    “Event
      of Default”
      means
      each of the conditions or events set forth in Section 8.1.

     

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

     

    “Exchange
      Note Indenture” means
      an
      indenture, to be dated on or prior to August 15, 2008, relating to the Exchange
      Notes, among Borrower, as issuer, the Subsidiary Guarantors, as guarantors
      and
      the Exchange Note Trustee.

     

    “Exchange
      Note Trustee” means
      the
      trustee under the Exchange Note Indenture, and each of its successors in such
      capacity.

     

    “Exchange
      Notes” means
      the
      senior unsecured exchange notes of Borrower, guaranteed by the Subsidiary
      Guarantors, to be issued from time to time by the Borrower under the Exchange
      Note Indenture and authenticated by the Exchange Note Trustee and delivered
      in
      exchange for Term Loans in an equal principal amount (including any capitalized
      interest) from time to time pursuant to Section 2.3.

     

    “Exchange
      Notice” has
      the
      meaning specified in Section 2.3(a).

     

    “Existing
      Indebtedness”
means
      Indebtedness and other obligations outstanding under that certain (a) Five-Year
      Senior Revolving Credit Agreement, dated March 21, 2006, among Aeroflex and
      Aeroflex Test Solutions Limited, as borrowers, JPMorgan Chase Bank, N.A., as
      Administrative Agent and the lenders from time to time parties thereto, as
      amended prior to the Closing Date and (b) Fifth Amended and Restated Loan and
      Security Agreement, dated February 14, 2003, among Aeroflex and certain of
      its
      subsidiaries party thereto, as borrowers, JPMorgan Chase Bank ("JPMorgan"),
      Bank
      of America, N.A. (f//k/a Fleet National Bank)("BofA"),
      BofA,
      as Administrative Agent and JPMorgan as Syndication Agent, as amended prior
      to
      the Closing Date.

    


    
      
        
          
          

        

        
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    “Existing
      Letters of Credit”
      means
      the existing letters of credit set forth on Schedule 1.1(b).

     

    “Facilities”
      means
      any real property (including all buildings, fixtures or other improvements
      located thereon) now, hereafter or heretofore owned, leased, operated or used
      by
      Holdings or any of its Subsidiaries or any of their respective predecessors
      or
      Affiliates.

     

    “Fair
      Share”
      as
      defined in Section 7.2.

     

    “Fair
      Share Contribution Amount”
      as
      defined in Section 7.2.

     

    “Federal
      Funds Effective Rate”
      means
      for any day, the rate per annum (expressed, as a decimal, rounded upwards,
      if
      necessary, to the next higher 1/100 of 1%) equal to the weighted average of
      the
      rates on overnight Federal funds transactions with members of the Federal
      Reserve System arranged by Federal funds brokers on such day, as published
      by
      the Federal Reserve Bank of New York on the Business Day next succeeding such
      day; provided,
      (i) if
      such day is not a Business Day, the Federal Funds Rate for such day shall be
      such rate on such transactions on the next preceding Business Day as so
      published on the next succeeding Business Day, and (ii) if no such rate is
      so
      published on such next succeeding Business Day, the Federal Funds Rate for
      such
      day shall be the average rate charged to Administrative Agent, in its capacity
      as a Lender, on such day on such transactions as determined by Administrative
      Agent.

     

    “Fee
      Letter”
      means
      that certain Fee Letter dated May 18, 2007 among AX Acquisition, Goldman Sachs
      and GSCP.

     

    “Financial
      Officer Certification”
      means,
      with respect to the financial statements for which such certification is
      required, the certification of the chief financial officer of Holdings that
      such
      financial statements fairly present, in all material respects, the financial
      condition of Holdings and its Subsidiaries as at the dates indicated and the
      results of their operations and their cash flows for the periods indicated,
      subject to changes resulting from audit and normal year-end adjustments and,
      with respect to internally prepared financial statements, the absence of
      footnotes.

     

    “Financial
      Plan”
      as
      defined in Section 5.1(i).

     

    “Fiscal
      Quarter”
      means a
      fiscal quarter of any Fiscal Year.

     

    “Fiscal
      Year”
      means
      the fiscal year of Holdings and its Subsidiaries ending on June 30 of each
      calendar year.

     

    “Foreign
      Cash Equivalents”
      means
      the foreign equivalent of Cash and Cash Equivalents described in clauses (i),
      (ii) and (iv) of the definition of Cash Equivalents in respect of each country
      that is a member of the Organization for Cooperation and Economic
      Development.

    


    
      
        
          
          

        

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

     

    “Funding
      Guarantor”
      as
      defined in Section 7.2.

     

    “Funding
      Notice”
      means a
      notice substantially in the form of Exhibit A-1.

     

    “GAAP”
      means,
      subject to the limitations on the application thereof set forth in Section
      1.2,
      United States generally accepted accounting principles in effect as of the
      date
      of determination thereof.

     

    “Goldman
      Sachs”
      means Goldman,
      Sachs & Co.

     

    “Governmental
      Acts”
      means
      any act or omission, whether rightful or wrongful, of any present or future
      de
      jure or de facto Governmental Authority.

     

    “Governmental
      Authority”
      means
      any federal, state, municipal, national or other government, governmental
      department, commission, board, bureau, court, agency or instrumentality or
      political subdivision thereof or any entity, officer or examiner exercising
      executive, legislative, judicial, regulatory or administrative functions of
      or
      pertaining to any government or any court, in each case whether associated
      with
      a state of the United States, the United States, or a foreign entity or
      government.

     

    “Governmental
      Authorization”
      means
      any permit, license, authorization, plan, directive, consent order or consent
      decree of or from any Governmental Authority.

     

    “GSCP
      Affiliate”
means
      any other Person directly or indirectly controlling, controlled by, or under
      common control with GSCP. For the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling”, “controlled by”
and “under common control with”), as applied to GSCP, means the possession,
      directly or indirectly, of the power (i) to vote 50% or more of the Securities
      having ordinary voting power for the election of directors of GSCP or (ii)
      to
      direct or cause the direction of the management and policies of GSCP, whether
      through the ownership of voting securities or by contract or
      otherwise.

     

    “Guaranteed
      Obligations” as
      defined in Section 7.1.

     

    “Guarantor”
      means
      each of Holdings and each Domestic Subsidiary of Holdings (other than
      Borrower).

     

    “Guarantor
      Subsidiary”
      means
      each Guarantor other than Holdings.

     

    “Guaranty”
      means
      the guaranty of each Guarantor set forth in Section 7.

     

    “Hazardous
      Materials”
      shall
      include, without regard to amount and/or concentration (a) any element,
      compound, or chemical that is defined, listed or otherwise classified as a
      contaminant, pollutant, toxic pollutant, toxic or hazardous substances,
      extremely hazardous substance or chemical, hazardous waste, medical waste,
      biohazardous or infectious waste, special waste, or solid waste under
      Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived
      products; (c) polychlorinated biphenyls; (d) any substance exhibiting a
      hazardous waste characteristic including but not limited to corrosivity,
      ignitibility, toxicity or reactivity as well as any radioactive or explosive
      materials; and (e) any raw materials, building components, including but not
      limited to asbestos-containing materials and manufactured products containing
      Hazardous Materials.

    


    
      
        
          
          

        

        
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    “Hazardous
      Materials Activity”
      means
      any past, current, proposed or threatened activity, event or occurrence
      involving any Hazardous Materials, including the use, manufacture, possession,
      storage, holding, presence, existence, location, Release, threatened Release,
      discharge, placement, generation, transportation, processing, construction,
      treatment, abatement, removal, remediation, disposal, disposition or handling
      of
      any Hazardous Materials, and any corrective action or response action with
      respect to any of the foregoing.

     

    “Hedge
      Agreement”
      means an
      Interest Rate Agreement or a Currency Agreement. 

     

    “Highest
      Lawful Rate”
      means
      the maximum lawful interest rate, if any, that at any time or from time to
      time
      may be contracted for, charged, or received under the laws applicable to any
      Lender which are presently in effect or, to the extent allowed by law, under
      such applicable laws which may hereafter be in effect and which allow a higher
      maximum nonusurious interest rate than applicable laws now allow.

     

    “Historical
      Financial Statements”
      means as
      of the Closing Date, (i) the audited financial statements of Aeroflex and its
      Subsidiaries, for the Fiscal Year ending June 30, 2006, consisting of
      balance sheets and the related consolidated statements of income, stockholders’
equity and cash flows for such Fiscal Years, and (ii) the unaudited financial
      statements of Aeroflex and its Subsidiaries for any interim period ended at
      least 45 days prior to the Closing Date, beginning with the Fiscal Quarter
      ending March 31, 2007, consisting of a balance sheet and the related
      consolidated statements of income, stockholders’ equity and cash flows for the
      three-, six-or nine-month period, as applicable, ending on such date, and,
      in
      the case of clauses (i) and (ii) to the extent any such financial statements
      are
      not required to be filed by Aeroflex or any of its Subsidiaries with any
      securities exchange or with the Securities and Exchange Commission or any
      governmental or private regulatory authority, certified by the chief financial
      officer of Borrower that they fairly present, in all material respects, the
      financial condition of Aeroflex and its Subsidiaries as at the dates indicated
      and the results of their operations and their cash flows for the periods
      indicated, subject to changes resulting from audit and normal year-end
      adjustments and, with respect to internally prepared financial statements,
      the
      absence of footnotes.

     

    “Holdings”
      as
      defined in the preamble hereto.

     

    “Increased-Cost
      Lender”
      as
      defined in Section 2.23.

     

    “Incremental
      Amount” means
      an
      amount of Indebtedness under the Senior Secured Credit Facility (or
      replacements, extensions or refinancings thereof) equal to the lesser of (i)
      $75,000,000 and (ii) such lesser amount if, as of the last day of the most
      recently ended Fiscal Quarter, the Senior Secured Leverage Ratio shall exceed
      3.75:1.00 after giving effect to the incurrence of such Indebtedness;
provided
      that,
      both before and after giving effect to such Indebtedness, no Default or Event
      of
      Default shall exist on the date on which such Indebtedness is incurred.


    


    
      
        
          
          

        

        
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    “Indebtedness”,
      as
      applied to any Person, means, without duplication, (i) all indebtedness for
      borrowed money; (ii) that portion of obligations with respect to Capital
      Leases that is properly classified as a liability on a balance sheet in
      conformity with GAAP; (iii) notes payable and drafts accepted representing
      extensions of credit whether or not representing obligations for borrowed money
      (excluding accounts payable in the ordinary course of business consistent with
      past practices which are classified as current liabilities in accordance with
      GAAP); (iv) any obligation owed for all or any part of the deferred
      purchase price of property or services, including any earn-out obligations
      once
      earned (excluding any such obligations incurred under ERISA), which purchase
      price is (a) due more than six months from the date of incurrence of the
      obligation in respect thereof or (b) evidenced by a note or similar written
      instrument; (v) all indebtedness secured by any Lien on any property or
      asset owned or held by that Person regardless of whether the indebtedness
      secured thereby shall have been assumed by that Person or is nonrecourse to
      the
      credit of that Person but limited to the fair market value of such property;
      (vi) the face amount of any letter of credit issued for the account of that
      Person or as to which that Person is otherwise liable for reimbursement of
      drawings; (vii) Disqualified Equity Interests, (viii) the direct or indirect
      guaranty, endorsement (otherwise than for collection or deposit in the ordinary
      course of business), co-making, discounting with recourse or sale with recourse
      by such Person of the Indebtedness under (i)-(vii) above of another; (ix) any
      obligation of such Person the primary purpose or intent of which is to provide
      assurance to an obligee that the Indebtedness under (i)-(vii) above of the
      obligor thereof will be paid or discharged, or any agreement relating thereto
      will be complied with, or the holders thereof will be protected (in whole or
      in
      part) against loss in respect thereof; (x) any liability of such Person for
      an
      Indebtedness under (i)-(vii) above of another through any agreement (contingent
      or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation
      or any security therefor, or to provide funds for the payment or discharge
      of
      such obligation (whether in the form of loans, advances, stock purchases,
      capital contributions or otherwise) or (b) to maintain the solvency or any
      balance sheet item, level of income or financial condition of another if, in
      the
      case of any agreement described under subclauses (a) or (b) of this clause
      (x),
      the primary purpose or intent thereof is as described in clause (ix) above;
      and
      (xi) all obligations of such Person in respect of any exchange traded or over
      the counter derivative transaction, including any Interest Rate Agreement and
      Currency Agreement, whether entered into for hedging or speculative purposes;
      to
      the extent required to be reflected on a balance sheet of such Person.
      Notwithstanding the foregoing, (i) Indebtedness shall not include any amounts
      relating to accrued expenses, preferred Equity Interests, deferred rent,
      deferred taxes, obligations under employment agreements and deferred
      compensation (including amounts payable pursuant to the Advisory Agreement
      which
      are deferred or accrued) and (ii) in connection with the Existing Letters of
      Credit or any Permitted Acquisition or other acquisition otherwise permitted
      hereunder or consented to by the Lenders or consummated prior to the Closing
      Date, Indebtedness shall not include reimbursement obligations in respect of
      such Existing Letters of Credit or any letter of credit assumed in such
      Permitted Acquisition or other acquisition, the payment of which is either
      fully
      (x) backed by a letter of credit under the Senior Secured Credit Facility or
      (y)
      cash collateralized.

    


    
      
        
          
          

        

        
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    “Indemnified
      Liabilities”
      means,
      collectively, any and all liabilities, obligations, losses, damages (including
      natural resource damages), penalties, claims (including Environmental Claims),
      actions, judgments, suits, costs (including the costs of any investigation,
      study, sampling, testing, abatement, cleanup, removal, remediation or other
      response action necessary to remove, remediate, clean up or abate any Hazardous
      Materials Activity), expenses and disbursements of any kind or nature whatsoever
      (including the reasonable fees and disbursements of one counsel, one special
      counsel, local counsel in each applicable jurisdiction and one additional
      counsel for each affected Person in the case of an actual or potential conflict
      of interest for Indemnitees in connection with any investigative, administrative
      or judicial proceeding or hearing commenced or threatened by any Person, whether
      or not any such Indemnitee shall be designated as a party or a potential party
      thereto, and any fees or expenses incurred by Indemnitees in enforcing this
      indemnity), whether direct, indirect or consequential and whether based on
      any
      federal, state or foreign laws, statutes, rules or regulations (including
      securities and commercial laws, statutes, rules or regulations and Environmental
      Laws), on common law or equitable cause or on contract or otherwise, that may
      be
      imposed on, incurred by, or asserted against any such Indemnitee, in any manner
      relating to or arising out of (i) this Agreement or the other Credit Documents
      or the transactions contemplated hereby or thereby (including the Lenders’
agreement to make Credit Extensions or the use or intended use of the proceeds
      thereof, or any enforcement of any of the Credit Documents (including the
      enforcement of the Guaranty)); (ii) the commitment letter (and any related
      fee
      or engagement letter)
      delivered by any Agent or any Lender to Borrower or Sponsor with respect to
      the
      transactions contemplated by this Agreement; or (iii) any Environmental Claim
      or
      any Hazardous Materials Activity relating to or arising from, directly or
      indirectly, any past or present activity, operation, land ownership, or practice
      of Holdings or any of its Subsidiaries.

     

    “Indemnitee”
      as
      defined in Section 10.3.

     

    “Insolvency
      or Liquidation Proceeding”
      shall
      mean (i) any voluntary or involuntary case or proceeding under the Bankruptcy
      Code with respect to any Credit Party; (ii) any other voluntary or
      involuntary insolvency, reorganization or bankruptcy case or proceeding, or
      any
      receivership, liquidation, reorganization or other similar case or proceeding
      with respect to any Credit Party or with respect to a material portion of their
      respective assets; (iii) any liquidation, dissolution, reorganization or winding
      up of any Credit Party whether voluntary or involuntary and whether or not
      involving insolvency or bankruptcy; or (iv) any assignment for the benefit
      of
      creditors or any other marshalling of assets and liabilities of any Credit
      Party.

     

    “Intercompany
      Note”
      means a
      promissory note substantially in the form of Exhibit L evidencing Indebtedness
      owed among the Credit Parties and their Subsidiaries.

     

    “Interest
      Payment Date”
      means
      with respect to (i) any Loan that is a Base Rate Loan, each March 31,
      June 30, September 30 and December 31 of each year, commencing on
      the first such date to occur after the Closing Date and the final maturity
      date
      of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last
      day of each Interest Period applicable to such Loan. 

    


    
      
        
          
          

        

        
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    “Interest
      Period”
      means,
      in connection with a Eurodollar Rate Loan, an interest period of one-, two-
      or
      three-months, as selected by Borrower in the applicable Funding Notice or
      Conversion/Continuation Notice, (i) initially, commencing on the Credit Date,
      Conversion Date or Conversion/Continuation Date thereof, as the case may be;
      and
      (ii) thereafter, commencing on the day on which the immediately preceding
      Interest Period expires; provided,
      (a) if
      an 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 unless
      no
      further Business Day occurs in such month, in which case such Interest Period
      shall expire on the immediately preceding Business Day; (b) any Interest Period
      that begins on the last Business Day of a calendar month (or on a day for which
      there is no numerically corresponding day in the calendar month at the end
      of
      such Interest Period) shall, subject to clause (c) of this definition, end
      on
      the last Business Day of a calendar month; and (c) no Interest Period with
      respect to any portion of any Loan shall extend beyond such Loan’s maturity date
      (including, in the case of the Interim Loans, the Interim Loan Maturity
      Date).

     

    “Interest
      Rate Agreement”
      means
      any interest rate swap agreement, interest rate cap agreement, interest rate
      collar agreement, interest rate hedging agreement or other similar agreement
      or
      arrangement, each of which is for the purpose of hedging the interest rate
      exposure associated with Holdings and its Subsidiaries’ operations and not for
      speculative purposes.

     

    “Interest
      Rate Determination Date”
      means,
      with respect to any Interest Period, the date that is two Business Days prior
      to
      the first day of such Interest Period.

     

    “Interim
      Loan”
      means a
      term loan made by a Lender to a Borrower pursuant to Section
      2.1(a).

     

    “Interim
      Loan Maturity Date”
means
      the earlier of (i) the one-year anniversary of the Closing Date, and (ii) the
      date that all Interim Loans shall become due and payable in full hereunder,
      whether by acceleration or otherwise.

     

    “Interim
      Loan Note”
      means a
      promissory note evidencing an Interim Loan, substantially in the form of Exhibit
      B-1, as it may be amended, supplemented or otherwise modified from time to
      time.

     

    “Internal
      Revenue Code”
      means
      the Internal Revenue Code of 1986, as amended to the date hereof and from time
      to time hereafter, and any successor statute.

     

    “Investment”
      means
      (i) any direct or indirect purchase or other acquisition by Holdings or any
      of its Subsidiaries of, or of a beneficial interest in, any of the Securities
      of
      any other Person (other than a Guarantor Subsidiary); (ii) any direct or
      indirect redemption, retirement, purchase or other acquisition for value, by
      any
      Subsidiary of Holdings from any Person (other than Holdings or any Guarantor
      Subsidiary), of any Equity Interests of such Person; and (iii) any direct
      or indirect loan, advance (other than advances to employees for moving,
      entertainment and travel expenses, drawing accounts and similar expenditures
      in
      the ordinary course of business) or capital contributions by Holdings or any
      of
      its Subsidiaries to any other Person (other than Holdings or any Guarantor
      Subsidiary), including all indebtedness and accounts receivable from that other
      Person that are not current assets or did not arise from sales to that other
      Person in the ordinary course of business. The amount of any Investment shall
      be
      the original cost of such Investment plus the cost of all additions thereto,
      without any adjustments for increases or decreases in value, or write-ups,
      write-downs or write-offs with respect to such Investment minus the amount
      received, if any, upon the sale, liquidation, repayment or return of such
      Investment.

    


    
      
        
          
          

        

        
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    “IPO”
      means
      a
      bona fide underwritten initial public offering of Equity Interests of Holdings
      (or the direct or indirect parent of Holdings) pursuant to a registration
      statement filed with and declared effective by the Securities and Exchange
      Commission.

     

    “Joint
      Venture”
      means a
      joint venture, partnership or other similar arrangement, whether in corporate,
      partnership or other legal form; provided,
      in no
      event shall any corporate Subsidiary of any Person be considered to be a Joint
      Venture to which such Person is a party.

     

    “Lender”
      means
      each financial institution listed on the signature pages hereto as a Lender,
      and
      any other Person that becomes a party hereto pursuant to an Assignment
      Agreement.

     

    “Lien”
      means
      (i) any lien, mortgage, pledge, assignment, security interest, charge or
      encumbrance of any kind for security (including any agreement to give any of
      the
      foregoing, any conditional sale or other title retention agreement, and any
      lease or license in the nature thereof) and any option, trust or other
      preferential arrangement having the practical effect of any of the foregoing
      and
      (ii) in the case of Securities, any purchase option, call or similar right
      of a
      third party with respect to such Securities.

     

    “Loan”
      means an
      Interim Loan and a Term Loan.

     

    “Loan
      Exposure”
      means,
      with respect to any Lender, as of any date of determination, the outstanding
      principal amount of the Loans of such Lender; provided,
      at any
      time prior to the making of an Interim Loan, the Loan Exposure of any Lender
      shall be equal to such Lender’s Commitment.

     

    “Loan
      Note”
      means
      any Interim Loan Note or Term Loan Note, as may be issued from time to
      time.

     

    “Margin
      Stock”
      as
      defined in Regulation U of the Board of Governors as in effect from time to
      time.

     

    “Material
      Adverse Effect”
      means a
      material adverse effect on (i) the business, operations, properties, assets,
      or
      financial condition of Holdings and its Subsidiaries taken as a whole; (ii)
      the
      ability of any Credit Party to fully and timely perform its Obligations; (iii)
      the legality, validity, binding effect or enforceability against a Credit Party
      of a Credit Document to which it is a party; or (iv) the rights, remedies and
      benefits available to, or conferred upon, any Agent and any Lender under any
      Credit Document.

     

    “Material
      Contract”
      means
      any contract or other written agreement to which Holdings or any of its
      Subsidiaries is a party (other than the Credit Documents) for which breach,
      nonperformance, cancellation or failure to renew could reasonably be expected
      to
      have a Material Adverse Effect.

    


    
      
        
          
          

        

        
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    “Merger”
      means
      the merger of AX Acquisition with and into Aeroflex, with Aeroflex as the
      surviving corporation.

     

    “Moody’s”
      means
      Moody’s Investor Services, Inc.

     

    “Multiemployer
      Plan”
      means
      any Employee Benefit Plan which is a “multiemployer plan” as defined in Section
      3(37) of ERISA.

     

    “NAIC”
      means
      The National Association of Insurance Commissioners, and any successor
      thereto.

     

    “Narrative
      Report”
      means,
      with respect to the financial statements for which such narrative report is
      required, a narrative report describing the operations of Borrower and its
      Subsidiaries in the form prepared for presentation to senior management thereof
      for the applicable month, Fiscal Quarter or Fiscal Year and for the period
      from
      the beginning of the then current Fiscal Year to the end of such period to
      which
      such financial statements relate; provided
      that
      such narrative report may be in the form of a management’s discussion and
      analysis of financial condition and results of operations customarily included
      in filings made with the Securities and Exchange Commission.

     

    “Net
      Asset Sale Proceeds”
      means,
      with respect to any Asset Sale, an amount equal to: (i) Cash payments
      (including any Cash received by way of deferred payment pursuant to, or by
      monetization of, a note receivable or otherwise, but only as and when so
      received) received by Holdings or any of its Subsidiaries from such Asset Sale
      (net of purchase price adjustments reasonably expected to be payable in
      connection therewith; provided
      that to
      the extent such purchase price adjustment is determined to be not payable or
      is
      otherwise not paid within 180 days of such Asset Sale (other than as a result
      of
      a dispute with respect to such purchase price adjustment which is subject to
      a
      resolution procedure set forth in the applicable transaction documents), such
      proceeds shall constitute Net Asset Sale Proceeds), minus
      (ii) any bona fide costs incurred in connection with such Asset Sale,
      including (a) income or gains taxes payable by the seller as a result of any
      gain recognized in connection with such Asset Sale and any transfer, documentary
      or other taxes payable by seller in connection therewith, (b) payment of
      the outstanding principal amount of, premium or penalty, if any, and interest
      on
      any Indebtedness that is secured by a Lien on the stock or assets in question
      and that is required to be repaid under the terms thereof as a result of such
      Asset Sale and (c) a reasonable reserve for any payments (fixed or contingent)
      attributable to seller’s indemnities and representations and warranties to
      purchaser in respect of such Asset Sale undertaken by Holdings or any of its
      Subsidiaries in connection with such Asset Sale including pension and other
      post-employment benefit liabilities and liabilities related to environmental
      matters and liabilities under indemnification obligations associated with such
      Asset Sale, and (d) brokerage fees, accountants’ fees, investment banking fees,
      legal fees, costs and expenses, survey costs, title insurance premiums and
      other
      customary fees actually incurred in connection with such Asset
      Sale.

    


    
      
        
          
          

        

        
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    “Net
      Insurance/Condemnation Proceeds”
      means an
      amount equal to: (i) any Cash payments or proceeds received by Holdings or
      any of its Subsidiaries (a) under any casualty insurance policy in respect
      of a
      covered loss thereunder or (b) as a result of the taking of any assets of
      Holdings or any of its Subsidiaries by any Person pursuant to the power of
      eminent domain, condemnation or otherwise, or pursuant to a sale of any such
      assets to a purchaser with such power under threat of such a taking,
minus
      (ii) (a) any actual and reasonable costs incurred by Holdings or any of its
      Subsidiaries in connection with the adjustment or settlement of any claims
      of
      Holdings or such Subsidiary in respect thereof, (b) payment of the
      outstanding principal amount of, premium or penalty, if any, and interest on
      any
      Indebtedness that is secured by a Lien on the stock or assets in question and
      that is required to be repaid under the terms thereof as a result of such
      casualty, event, taking or sale and (c) any bona fide direct costs incurred
      in
      connection with any sale of such assets as referred to in clause (i)(b) of
      this
      definition, including income taxes payable as a result of any gain recognized
      in
      connection therewith. 

     

    “Non-Consenting
      Lender”
      as
      defined in Section 2.23.

     

    “Nonpublic
      Information”
      means
      information which has not been disseminated in a manner making it available
      to
      investors generally, within the meaning of Regulation FD.

     

    “Non-US
      Lender”
      as
      defined in Section 2.20(c).

     

    “Notice”
      means a
      Funding Notice or a Conversion/ Continuation Notice.

     

    “Obligations”
      means
      all obligations of every nature of each Credit Party, including obligations
      from
      time to time owed to the Agents (including former Agents), the Lenders or any
      of
      them, under any Credit Document, whether for principal, interest (including
      interest which, but for the filing of a petition in bankruptcy with respect
      to
      such Credit Party, would have accrued on any Obligation, whether or not a claim
      is allowed against such Credit Party for such interest in the related bankruptcy
      proceeding), fees, expenses, indemnification or otherwise. 

     

    “Obligee
      Guarantor”
      as
      defined in Section 7.7.

     

    “Organizational
      Documents”
      means
      (i) with respect to any corporation, its certificate or articles of
      incorporation or organization, as amended, and its by-laws, as amended, (ii)
      with respect to any limited partnership, its certificate of limited partnership,
      as amended, and its partnership agreement, as amended, (iii) with respect to
      any
      general partnership, its partnership agreement, as amended, (iv) with respect
      to
      any limited liability company, its articles of organization, as amended, and
      its
      operating agreement, as amended, and (v) with respect to any other Person,
      comparable instruments and documents, as amended. In the event any term or
      condition of this Agreement or any other Credit Document requires any
      Organizational Document to be certified by a secretary of state or similar
      governmental official, the reference to any such “Organizational Document” shall
      only be to a document of a type customarily certified by such governmental
      official.

     

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

    


    
      
        
          
          

        

        
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    “Pension
      Plan”
      means
      any Employee Benefit Plan, other than a Multiemployer Plan, which is subject
      to
      Section 412 of the Internal Revenue Code or Section 302 of ERISA.

     

    “Permitted
      Acquisition”
      means
      any acquisition by the Borrower or any of its wholly-owned Subsidiaries (except
      for qualifying shares), whether by purchase, merger or otherwise, of all or
      substantially all of the assets of, all of the Equity Interests of, or a
      business line or unit or a division of, any Person; provided,

     

    (i) immediately
      prior to, and after giving effect thereto, no Default or Event of Default shall
      have occurred and be continuing or would result therefrom;

     

    (ii) all
      transactions in connection therewith shall be consummated, in all material
      respects, in accordance with all applicable laws and in conformity with all
      applicable Governmental Authorizations;

     

    (iii) in
      the
      case of the acquisition of Equity Interests, all of the Equity Interests (except
      for any such Securities in the nature of directors’ qualifying shares required
      pursuant to applicable law) acquired or otherwise issued by such Person or
      any
      newly formed Subsidiary of Borrower in connection with such acquisition shall
      be
      owned 100% by Borrower or any Guarantor Subsidiary thereof, and Borrower shall
      have taken, or caused to be taken, as of the date such Person becomes a
      Subsidiary of Borrower, each of the actions set forth in Sections
      5.10;

     

    (iv) [Reserved];

     

    (v) Borrower
      shall have delivered to Administrative Agent (A) at least 10 Business Days
      prior
      to such proposed acquisition, all relevant financial information (to the
      extent received by Borrower) with respect to such acquired assets, including
      the
      aggregate consideration for such acquisition and (B) promptly upon request
      by
      Administrative Agent, (i) a copy of the purchase agreement related to the
      proposed Permitted Acquisition (and any related documents reasonably requested
      by Administrative Agent) and (ii) quarterly and annual financial statements
      (to
      the extent received by Borrower) of the Person whose Equity Interests or assets
      are being acquired for the twelve month period immediately prior to such
      proposed Permitted Acquisition, including any audited financial statements
      that
      are available;
      and

     

    (vi) any
      Person or assets or division as acquired in accordance herewith shall be in
      same
      business or lines of business in which Borrower and/or its Subsidiaries are
      engaged as of the Closing Date.

     

    “Permitted
      Liens”
      means
      each of the Liens permitted pursuant to Section 6.2.

     

    “Person”
      means
      and includes natural persons, corporations, limited partnerships, general
      partnerships, limited liability companies, limited liability partnerships,
      joint
      stock companies, Joint Ventures, associations, companies, trusts, banks, trust
      companies, land trusts, business trusts or other organizations, whether or
      not
      legal entities, and Governmental Authorities.

    


    
      
        
          
          

        

        
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    “Platform”
      as
      defined in Section 5.1(o).

     

    “Potential
      ATS Sale” means
      the
      sale or other disposition of Subsidiaries involved in and assets used in the
      design, development, manufacture, marketing and sales of, and related services
      for, next generation, specialty test and measurement systems, including hardware
      and software, for the wireless, military, aerospace, defense, broadband
      communication and avionics markets, consistent with Borrower's financial segment
      reporting as in effect on the Closing Date.

     

    “Potential
      Radar Sale”
      means
      the sale, discontinuation or other disposition, in whole or in part, of the
      business of developing and manufacturing leading radar cross section and radar
      tracking systems for military applications.

     

    “Potential
      Wireless Sale”
      means
      the sale or other disposition of Racal Instruments Wireless Solutions Limited,
      Aeroflex Cambridge Ltd. and their respective Subsidiaries and assets used in
      the
      design, development, manufacture, production, integration, marketing and sales
      of, and services for, specialty test and measurement systems, including
      hardware, software and digital wireless testing and measurement solutions,
      for
      the wireless markets, including manufacturers within the wireless cellular
      industry and wireless service providers.

     

    “Prime
      Rate”
      means
      the rate of interest quoted in The
      Wall Street Journal,
      Money
      Rates Section as the Prime Rate (currently defined as the base rate on corporate
      loans posted by at least 75% of the nation’s thirty (30) largest banks), as in
      effect from time to time. The Prime Rate is a reference rate and does not
      necessarily represent the lowest or best rate actually charged to any customer.
      Agent or any other Lender may make commercial loans or other loans at rates
      of
      interest at, above or below the Prime Rate.

     

    “Principal
      Office”
      means,
      for Administrative Agent, such Person’s “Principal Office” as set forth on
      Appendix B, or such other office or office of a third party or sub-agent, as
      appropriate, as such Person may from time to time designate in writing to
      Borrower, Administrative Agent and each Lender.

     

    "Pro
      Forma Cost Savings"
      means,
      with respect to any period, the reduction in net costs and related adjustments
      (i) that were directly attributable to a Subject Transaction that occurred
      during the four quarter period or after the end of the four quarter period
      and
      on or prior to the applicable Calculation Date and calculated on a basis that
      is
      (a) consistent with Regulation S-X under the Securities Act as in effect and
      applied as of the Closing Date or (b) otherwise reasonably satisfactory to
      the
      Administrative Agent, (ii) that were actually implemented in connection with
      such Subject Transaction, and prior to the applicable Calculation Date that
      are
      supportable and quantifiable by the underlying accounting records, or (iii)
      that
      relate to such Subject Transaction and that Borrower reasonably determines
      are
      probable (and reasonably satisfactory to the Administrative Agent) based upon
      specifically identifiable actions to be taken within 18 months of the date
      of
      the Subject Transaction; provided
      that the
      aggregate amount of cost savings added pursuant to this definition shall not
      exceed (x) for the one year period following the Closing Date with respect
      to
      the Acquisition, an aggregate amount equal to $24,500,000, which amount shall
      be
      reduced each Fiscal Quarter following the first Fiscal Quarter ending after
      the
      Closing Date by twenty-five percent (25%) of such initial aggregate amount,
      and
      (y) with respect to Subject Transactions (other than the Acquisition), an
      aggregate amount
      equal to $20,000,000 during each twelve month period following the Closing
      Date
      (provided no amounts shall be carried forward to any succeeding twelve month
      period), which allocated amount shall be reduced each Fiscal Quarter following
      the date of such Subject Transaction by twenty-five percent (25%) of such
      initial allocated amount, in each case with respect to clauses (x) and
      (y)
      with any
      increase in such amounts subject to the Administrative Agent’s sole discretion
      and with calculations certified by the Chief Financial Officer of the Borrower
      in form and substance reasonably satisfactory to the Administrative
      Agent.

    


    
      
        
          
          

        

        
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    “Projections”
      as
      defined in Section 4.8.

     

    “Pro
      Rata Share”
      means
      with respect to all payments, computations and other matters relating to the
      Loan of any Lender, the percentage obtained by dividing (a) the Loan
      Exposure of that Lender by (b) the aggregate Loan Exposure of all Lenders.
      For all other purposes with respect to each Lender, “Pro Rata Share” means the
      percentage obtained by dividing (A) an amount equal to the sum of the Loan
      Exposure of that Lender, by (B) an amount equal to the sum of the aggregate
      Loan Exposure of all Lenders.

     

    “Real
      Estate Asset”
      means,
      at any time of determination, any fee interest then owned by any Credit Party
      in
      any real property.

     

    “Refinancing
      Date”
      means
      the first date on which Exchange Notes are issued pursuant to Section 2.3
      hereof.

     

    “Register”
      as
      defined in Section 2.7(b).

     

    “Registration
      Rights Agreement”
      means
      the registration rights agreement, to be dated on or prior to August 15, 2008,
      among Borrower, the Subsidiary Guarantors and the Administrative Agent, on
      behalf of the Lenders and holders of Exchange Notes, pursuant to which the
      Borrower will agree to file a shelf registration statement with respect to
      the
      Exchange Notes under which the Exchange Notes will be registered for public
      sale. 

     

    “Regulation D”
      means
      Regulation D of the Board of Governors, as in effect from time to
      time.

     

    “Regulation
      FD”
      means
      Regulation FD as promulgated by the US Securities and Exchange Commission under
      the Securities Act and Exchange Act as in effect from time to time.

     

    “Related
      Agreements”
      means,
      collectively, the Senior Secured Credit Documents, the Subordinated Unsecured
      Credit Documents, the Acquisition Agreement, the Exchange Note Indenture, the
      Exchange Notes and the Registration Rights Agreement.

     

    “Related
      Fund”
      means,
      with respect to any Lender that is an investment fund, any other investment
      fund
      that invests in commercial loans and that is managed or advised by the same
      investment advisor as such Lender or by an Affiliate of such investment
      advisor.

    


    
      
        
          
          

        

        
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    “Release”
      means
      any release, spill, emission, leaking, pumping, pouring, injection, escaping,
      deposit, disposal, discharge, dispersal, dumping, leaching or migration of
      any
      Hazardous Material into the indoor or outdoor environment (including the
      abandonment or disposal of any barrels, containers or other closed receptacles
      containing any Hazardous Material), including the movement of any Hazardous
      Material through the air, soil, surface water or groundwater.

     

    “Replacement
      Lender”
      as
      defined in Section 2.23.

     

    “Requisite
      Lenders”
      means
      one or more Lenders having or holding Loan Exposure and representing more than
      50% of the aggregate Loan Exposure of all Lenders.

     

    “Restricted
      Junior Payment”
      means
      (i) any dividend or other distribution, direct or indirect, on account of
      any shares of any class of stock of Holdings or Borrower now or hereafter
      outstanding, except a dividend payable solely in shares of that class of stock
      to the holders of that class; (ii) any redemption, retirement, sinking fund
      or similar payment, purchase or other acquisition for value, direct or indirect,
      of any shares of any class of stock of Holdings or Borrower now or hereafter
      outstanding; (iii) any payment made to retire, or to obtain the surrender
      of, any outstanding warrants, options or other rights to acquire shares of
      any
      class of stock of Holdings or Borrower now or hereafter outstanding; (iv)
      management or similar fees payable to Sponsors or any of their
      Affiliates and
      (v) any payment or prepayment of principal of, premium, if any, or interest
      on, or redemption, purchase, retirement, defeasance (including in-substance
      or
      legal defeasance), sinking fund or similar payment with respect to subordinated
      Indebtedness permitted hereunder. 

     

    “Revolving
      Commitments”
      means
      the commitments of lenders under the Senior Secured Credit Facility to make
      or
      otherwise fund a revolving loan and to acquire participations in letters of
      credit and swing line loans under the Senior Secured Credit
      Facility.

     

    “S&P”
      means
      Standard & Poor’s Ratings Group, a division of The McGraw Hill
      Corporation.

     

    “Securities”
      means
      any stock, shares, partnership interests, voting trust certificates,
      certificates of interest or participation in any profit-sharing agreement or
      arrangement, options, warrants, bonds, debentures, notes, or other evidences
      of
      indebtedness, secured or unsecured, convertible, subordinated or otherwise,
      or
      in general any instruments commonly known as “securities” or any certificates of
      interest, shares or participations in temporary or interim certificates for
      the
      purchase or acquisition of, or any right to subscribe to, purchase or acquire,
      any of the foregoing. 

     

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

     

    “Senior
      Officer”
      means,
      with respect to any Person other than a natural person, the President, Chief
      Executive Officer, Chief Financial Officer, or Chief Operating Officer of such
      Person.

    


    
      
        
          
          

        

        
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    “Senior
      Secured Credit Documents”
      means the
      Senior Secured Credit Facility, the notes issued thereunder, if any, the
      Collateral Documents (as defined therein), any documents or certificates
      executed by Borrower in favor of an issuing bank relating to Letters of Credit
      (as defined therein) and each other document executed in connection with the
      foregoing.

     

    “Senior
      Secured Credit Facility”
      means
      the Credit and Guaranty Agreement, dated as of August 15, 2007, entered into
      by
      and among AX Acquisition, Holdings, certain subsidiaries of Borrower, as
      guarantors, the lenders party thereto from time to time, and GSCP, as
      Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner
      and
      Syndication Agent, as amended, extended, refinanced and replaced from time
      to
      time in accordance with the terms of this Agreement.

     

    “Senior
      Secured Leverage Ratio”
      means
      the ratio as of the last day of any Fiscal Quarter of (i) Consolidated
      Senior Secured Debt as of such day to (ii) Consolidated Adjusted EBITDA for
      the four-Fiscal Quarter period ending on such date.

     

    “Senior
      Secured Term Loans”
      means
      the term loans made to Borrower pursuant to the Senior Secured Credit
      Facility.

     

    "Significant
      Subsidiary"
      means
      any Subsidiary of Holdings that would be a “significant subsidiary” as defined
      in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
      Securities Act, as such Regulation is in effect on the date hereof; provided,
      however,
      at all
      times Borrower shall be deemed to be a “Significant Subsidiary”.

     

    “Solvency
      Certificate” means
      a
      Solvency Certificate substantially in the form of Exhibit G-2.

     

    “Solvent”
      means,
      with respect to any Credit Party, that as of the date of determination, both
      (i)
      (a) the sum of such Credit Party’s debt (including contingent liabilities) does
      not exceed the present fair saleable value of such Credit Party’s present assets
      on a going concern basis; (b) such Credit Party’s capital is not unreasonably
      small in relation to its business as contemplated on the Closing Date and
      reflected in the Projections or with respect to any transaction contemplated
      or
      undertaken after the Closing Date; and (c) such Person has not incurred and
      does
      not intend to incur, or believe (nor should it reasonably believe) that it
      will
      incur, debts beyond its ability to pay such debts as they become due (whether
      at
      maturity or otherwise); and (ii) such Person is “solvent” within the meaning
      given that term and similar terms under the Bankruptcy Code and applicable
      laws
      relating to fraudulent transfers and conveyances. For purposes of this
      definition, the amount of any contingent liability at any time shall be computed
      as the amount that, in light of all of the facts and circumstances existing
      at
      such time, represents the amount that can reasonably be expected to become
      an
      actual or matured liability (irrespective of whether such contingent liabilities
      meet the criteria for accrual under Statement of Financial Accounting Standard
      No. 5).

     

    “Sponsor”
      means
      The Veritas Capital Fund III, L.P., AX Holding LLC, Golden Gate Capital
      Investment Fund II, L.P., Golden Gate Capital Investment Annex Fund II, L.P.,
      Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital
      Investment Annex Fund II (AI), L.P., Golden Gate Capital Investment Associates
      II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-series A,
      CCG
      AV, LLC-series C, CCG AV, LLC-series I, and GS Direct, L.L.C., together with
      their respective Affiliates.

    


    
      
        
          
          

        

        
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    "Subject
      Transaction"
      means
      any of the transactions contemplated by the Credit Documents or any Related
      Agreement, any future acquisition, investment, disposition, issuance, incurrence
      or repayment of Indebtedness, offering, issuance or disposition of Equity
      Interests, recapitalization, merger, consolidation, disposed or discontinued
      operation, multi-year strategic initiative or any other specified action made
      by
      Borrower or any of its Subsidiaries, including through mergers or
      consolidations, or any Person or any of its Subsidiaries acquired by Borrower
      or
      any of its Subsidiaries, and including any related financing transactions and
      including increases in ownership of Subsidiaries (including any transaction
      giving rise to the need to make such calculation).

     

    “Subordinated
      Exchange Note Indenture” means
      an
      indenture relating to the Subordinated Exchange Notes, among Borrower, as
      issuer, the Subsidiary Guarantors, as guarantors and the Subordinated Exchange
      Note Trustee.

     

    “Subordinated
      Exchange Note Trustee” means
      the
      trustee under the Subordinated Exchange Note Indenture, and each of its
      successors in such capacity.

     

    “Subordinated
      Exchange Notes” means
      the
      senior subordinated unsecured exchange notes of Borrower, guaranteed by the
      Subsidiary Guarantors, to be issued from time to time by the Borrower under
      the
      Subordinated Exchange Note Indenture and authenticated by the Subordinated
      Exchange Note Trustee and delivered in exchange for Subordinated Unsecured
      Term Loans in an equal principal amount (including any capitalized interest)
      from time to time pursuant to Section 2.3 of the Subordinated Unsecured Credit
      Facility.

     

    “Subordinated
      Registration Rights Agreement”
      means
      the registration rights agreement among Borrower, the Subsidiary Guarantors
      and
      the Administrative Agent, on behalf of the Lenders and holders of Subordinated
      Exchange Notes, pursuant to which the Borrower will agree to file a shelf
      registration statement with respect to the Subordinated Exchange Notes under
      which the Subordinated Exchange Notes will be registered for public sale.


     

    “Subordinated
      Unsecured Credit Documents”
      means,
      collectively, the Subordinated Unsecured Credit Facility and each other document
      executed in connection with the Subordinated Unsecured Credit Facility (other
      than the Subordinated Exchange Note Indenture, the Subordinated Exchange Notes
      and the Subordinated Registration Rights Agreement).

     

    “Subordinated
      Unsecured Credit Facility”
      means
      the Exchangeable Senior Subordinated Unsecured Credit and Guaranty Agreement,
      dated as of August 15, 2007, entered into by and among AX Acquisition, Holdings,
      certain subsidiaries of Borrower, as guarantors, the lenders party thereto
      from
      time to time, GSCP, as Administrative Agent, Sole Lead Arranger, Sole Bookrunner
      and Syndication Agent, as amended, extended, refinanced and replaced from time
      to time in accordance with the terms of this Agreement.

     

    “Subordinated
      Unsecured Indebtedness”
      means
      the obligations of Borrower and certain Credit Parties pursuant to the
      Subordinated Unsecured Credit Documents and any other unsecured subordinated
      Indebtedness issued in exchange for, or the proceeds of which are applied to
      repay, such obligations. 

    


    
      
        
          
          

        

        
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    “Subordinated
      Unsecured Interim Loans”
      means
      the term loans made on August 15, 2007 to the Borrower pursuant to Section
      2.1(a) of the Subordinated Unsecured Credit Facility and additional term loans
      issued as payment of interest thereon in the form of additional Indebtedness
      with the same terms. 

     

    “Subordinated
      Unsecured Term Loans”
      means
      the term loans made to the Borrower pursuant to Section 2.2 of the Subordinated
      Unsecured Credit Facility and additional term loans issued as payment of
      interest thereon in the form of additional Indebtedness with the same
      terms.

     

    “Subsidiary”
      means,
      with respect to any Person, any corporation, partnership, limited liability
      company, association, joint venture or other business entity of which more
      than
      50% of the total voting power of shares of stock or other ownership interests
      entitled (without regard to the occurrence of any contingency) to vote in the
      election of the Person or Persons (whether directors, managers, trustees or
      other Persons performing similar functions) having the power to direct or cause
      the direction of the management and policies thereof is at the time owned or
      controlled, directly or indirectly, by that Person or one or more of the other
      Subsidiaries of that Person or a combination thereof; provided,
      in
      determining the percentage of ownership interests of any Person controlled
      by
      another Person, no ownership interest in the nature of a “qualifying share” of
      the former Person shall be deemed to be outstanding. For purposes of this
      Agreement, the term “Subsidiary” shall not include the Persons listed on
      Schedule 1.1(a) hereto (each an “Inactive
      Subsidiary”);
      provided
      that to
      the extent any Inactive Subsidiary listed on Schedule 1.1(a) shall cease to
      be
      inactive as determined by its respective Secretary of State office, it shall
      no
      longer be deemed an Inactive Subsidiary and shall be deemed a Subsidiary
      hereunder and shall become a party to this Agreement and any other Credit
      Document and execute and deliver guarantees supporting the Obligations of any
      of
      the Credit Parties as reasonably determined by the Administrative
      Agent.

     

    “Syndication
      Agent”
      as
      defined in the preamble hereto.

     

    “Tax”
      means
      any present or future tax, levy, impost, duty, assessment, charge, fee,
      deduction or withholding of any nature and whatever called, by whomsoever,
      on
      whomsoever and wherever imposed, levied, collected, withheld or assessed;
provided,
“Tax
      on
      the overall net income” of a Person shall be construed as a reference to a tax
      imposed by the jurisdiction in which that Person is organized or in which that
      Person’s applicable principal office (and/or, in the case of a Lender, its
      lending office) is located or in which that Person (and/or, in the case of
      a
      Lender, its lending office) is deemed to be doing business on all or part of
      the
      net income, profits or gains (whether worldwide, or only insofar as such income,
      profits or gains are considered to arise in or to relate to a particular
      jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender,
      its
      applicable lending office).

     

    “Term
      Loan”
      means a
      term loan made by a Lender to a Borrower pursuant to Section 2.2.

    


    
      
        
          
          

        

        
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    “Term
      Loan Maturity Date”
means
      the earlier of (i) February 15, 2015, and (ii) the date that all Term
      Loans shall become due and payable in full hereunder, whether by acceleration
      or
      otherwise.

     

    “Term
      Loan Note”
      means a
      promissory note evidencing a Term Loan, substantially in the form of Exhibit
      B-2, as it may be amended, supplemented or otherwise modified from time to
      time.

     

    “Terminated
      Lender”
      as
      defined in Section 2.23.

     

    “Total
      Leverage Ratio”
      means
      the ratio as of the last day of any Fiscal Quarter of (i) Consolidated
      Total Debt as of such day,
      less
      the aggregate amount of unrestricted Cash of Borrower and its Subsidiaries
      in an
      amount not greater than $15,000,000 on such day,
      to
      (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending
      on such date.

     

    “Transaction
      Costs”
      means
      the fees, costs and expenses payable by Holdings, Borrower or any of Borrower’s
      Subsidiaries on or before the Closing Date in connection with the transactions
      contemplated by the Credit Documents and the Related Agreements.

     

    “Type
      of Loan”
      means a
      Base Rate Loan or a Eurodollar Rate Loan.

     

    “UCC”
      means
      the Uniform Commercial Code (or any similar or equivalent legislation) as in
      effect in any applicable jurisdiction.

     

    “U.S.
      Lender”
as
      defined in Section 2.20(c).

     

    1.2.
      Accounting
      Terms.
      Except
      as otherwise expressly provided herein, all accounting terms not otherwise
      defined herein shall have the meanings assigned to them in conformity with
      GAAP.
      Financial statements and other information required to be delivered by Holdings
      to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared
      in
      accordance with GAAP as in effect at the time of such preparation (and delivered
      together with the reconciliation statements provided for in Section 5.1(e),
      if
      applicable). Subject to the foregoing, calculations in connection with the
      definitions, covenants and other provisions hereof shall utilize accounting
      principles and policies in conformity with those used to prepare the Historical
      Financial Statements. In the event that any Accounting Change shall occur and
      such change results in a change in the method of calculation of financial
      measurements (including the definitions of “Total Leverage Ratio” and “Senior
      Secured Leverage Ratio”), standards or terms in this Agreement, then Borrower
      and Administrative Agent agree to enter into negotiations in good faith to
      amend
      such provisions of this Agreement so as to equitably reflect such Accounting
      Change with the desired result that the criteria for evaluating Holding’s and
      its Subsidiaries’ financial condition shall be the same after such Accounting
      Change as if such Accounting Change had not been made. Until such time as such
      an amendment shall have been executed and delivered by the appropriate Credit
      Parties and the Requisite Lenders, all financial measurements (including the
      definitions of “Total Leverage Ratio” and “Senior Secured Leverage Ratio”),
      standards and terms in this Agreement shall continue to be calculated or
      construed as if such Accounting Change had not occurred.

    


    
      
        
          
          

        

        
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    1.3.
      Interpretation,
      etc. Any
      of
      the terms defined herein may, unless the context otherwise requires, be used
      in
      the singular or the plural, depending on the reference. References herein to
      any
      Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix,
      a
      Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically
      provided. The use herein of the word “include” or “including”, when following
      any general statement, term or matter, shall not be construed to limit such
      statement, term or matter to the specific items or matters set forth immediately
      following such word or to similar items or matters, whether or not non-limiting
      language (such as “without limitation” or “but not limited to” or words of
      similar import) is used with reference thereto, but rather shall be deemed
      to
      refer to all other items or matters that fall within the broadest possible
      scope
      of such general statement, term or matter. The terms lease and license shall
      include sub-lease and sub-license, as applicable.

     

    1.4.
      Certain
      Calculations.

     

    (a)
      For
      purposes of determining (i) Consolidated Adjusted EBITDA, (ii) the
      calculation of the Total Leverage Ratio and (iii) the calculation of the Senior
      Secured Leverage Ratio (collectively, the “Applicable
      Calculations”),
      if
      any Subject Transaction has occurred during the four-quarter reference period
      or
      subsequent to such reference period and on or prior to the applicable
      Calculation Date (as hereinafter defined), the Applicable Calculations shall
      be
      calculated with respect to such period giving pro forma effect, including Pro
      Forma Cost Savings (and the change in any associated Consolidated Interest
      Expense, Indebtedness and change in Consolidated Adjusted EBITDA resulting
      therefrom), whether or not such Pro Forma Cost Savings (other than with respect
      to clause (i) of the definition of Pro Forma Cost Savings) complies with
      Regulation S-X, as if they had occurred on the first day of the four-quarter
      reference period. If since the beginning of such period any Person (that
      subsequently became a Subsidiary of Borrower or was merged with or into Borrower
      or any Subsidiary of Borrower since the beginning of such period) shall have
      made any Subject Transaction that would have required adjustment pursuant to
      this provision, then the Applicable Calculations shall be calculated giving
      pro
      forma effect thereto for such period as if such Subject Transaction had occurred
      at the beginning of the applicable four-quarter period.

     

    (b)
      In
      the event that Borrower or any of its Subsidiaries incurs, assumes, guarantees,
      repays, repurchases, redeems, defeases, retires, extinguishes or otherwise
      discharges any Indebtedness (other than working capital borrowings, unless
      such
      Indebtedness has been permanently repaid) or issues, repurchases, or redeems
      preferred stock or Disqualified Equity Interests subsequent to the commencement
      of the period for which the Applicable Calculations are being calculated and
      on
      or prior to the date on which the event for which the Applicable Calculations
      are being calculated (the "Calculation
      Date"),
      then
      the Applicable Calculations will be calculated giving pro forma effect to such
      incurrence, assumption, guarantee, repayment, repurchase, redemption,
      defeasance, retirement, extinguishment or other discharge of Indebtedness,
      or
      such issuance, repurchase or redemption of preferred stock, and the use of
      the
      proceeds therefrom, as if the same had occurred at the beginning of the
      applicable four-quarter reference period.

     

    (c)
      If
      since the beginning of such period any Person (that subsequently became a
      Subsidiary of Borrower or was merged with or into Borrower or any Subsidiary
      of
      Borrower since the beginning of such period) shall have made any Subject
      Transaction that would have required adjustment pursuant to this Section 1.4,
      then the Applicable Calculations shall be calculated giving pro forma effect
      thereto for such period as if such Subject Transaction had occurred at the
      beginning of the applicable four-quarter period;

    


    
      
        
          
          

        

        
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    (d)
      In
      calculating the Applicable Calculations, the Consolidated Adjusted EBITDA
      attributable to discontinued operations, as determined in accordance with GAAP,
      and operations or businesses (and ownership interests therein) disposed of
      prior
      to the applicable Calculation Date, will be excluded (including by adding back
      the amount of any attributable Consolidated Adjusted EBITDA that was
      negative);

     

    (e)
      In
      calculating the Applicable Calculations, the Consolidated Interest Expense
      attributable to discontinued operations, as determined in accordance with GAAP,
      and operations or businesses (and ownership interests therein) disposed of
      prior
      to the applicable Calculation Date, will be excluded, but only to the extent
      that the obligations giving rise to such Consolidated Interest Expense will
      not
      be obligations of Borrower or any of its Subsidiaries following the applicable
      Calculation Date;

     

    (f)
      In
      calculating the Applicable Calculations, any Person that is a Subsidiary on
      the
      applicable Calculation Date will be deemed to have been a Subsidiary at all
      times during such four-quarter period;

     

    (g)
      In
      calculating the Applicable Calculations, any Person that is not a Subsidiary
      on
      the applicable Calculation Date will be deemed not to have been a Subsidiary
      at
      any time during such four-quarter period;

     

    (h)
      In
      calculating the Applicable Calculations, if any Indebtedness bears a floating
      rate of interest, the interest expense on such Indebtedness will be calculated
      as if the rate in effect on the applicable Calculation Date had been the
      applicable rate for the entire period after giving effect to the operation
      of
      any Hedge Agreement applicable to such Indebtedness; and

     

    (i)
      In
      calculating the Applicable Calculations, interest on any Indebtedness under
      a
      revolving credit facility shall be computed based upon the average daily balance
      of such Indebtedness during such period.

     

    SECTION
      2. LOANS

     

    2.1.
      Interim
      Loans.

     

    (a)
      Loan
      Commitments.
      Subject
      to the terms and conditions hereof,
      each
      Lender severally agrees to make, on the Closing Date, an Interim Loan to
      Borrower in an amount equal to such Lender’s Commitments.
      Borrower
      may make only one borrowing under the Commitments, which shall be on the Closing
      Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid
      or
      prepaid may not be reborrowed. Subject to Sections 2.2, 2.13(a) and 2.14, all
      amounts owed hereunder with respect to the Interim Loans shall be paid in full
      no later than the Interim Loan Maturity Date. Each Lender’s Commitment shall
      terminate immediately and without further action on the Closing Date after
      giving effect to the funding of such Lender’s Commitment on such
      date.

    


    
      
        
          
          

        

        
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    (b)
      Borrowing
      Mechanics for Interim Loans.

     

    (i)
      Borrower shall deliver to Administrative Agent a fully executed Funding Notice
      no later than one (1) Business Day prior to the Closing Date for Interim Loans
      that are Base Rate Loans and no later than three (3) Business Days prior to
      the
      Closing Date for Interim Loans that are Eurodollar Rate Loans. Promptly upon
      receipt by Administrative Agent of such Funding Notice, Administrative Agent
      shall notify each Lender of the proposed borrowing.

     

    (ii)
      Each
      Lender shall make its Interim Loan available to Administrative Agent not later
      than 12:00 noon (New York City time) on the Closing Date, by wire transfer
      of
      same day funds in Dollars, at the Principal Office designated by Administrative
      Agent. Upon satisfaction or waiver of the applicable conditions precedent
      specified herein, Administrative Agent shall make the proceeds of the Interim
      Loans available to Borrower on the Closing Date by causing an amount of same
      day
      funds in Dollars equal to the proceeds of all such Loans received by
      Administrative Agent from Lenders to be credited to the account of Borrower
      at
      the Principal Office designated by Administrative Agent or to such other account
      as may be designated in writing to Administrative Agent by
      Borrower.

     

    2.2.
      Conversion
      of Interim Loans to Term Loans.
      If on
      August 15, 2008 (i) the Interim Loans have not been paid in full, (ii) no
      Conversion Default exists, (iii) no order, decree, injunction or judgment
      enjoining the conversion of Interim Loans to Term Loans is in effect, and (iv)
      the Administrative Agent receives an officers’ certificate from Borrower
      certifying to the foregoing, then, on the Conversion Date, all outstanding
      Interim Loans shall be converted to Term Loans maturing on the Term Loan
      Maturity Date. Subject to Sections 2.3, 2.13(a) and 2.14, all outstanding Term
      Loans shall be paid in full no later than the Term Loan Maturity
      Date.

     

    2.3.
      Option
      to Exchange Term Loans for Exchange Notes.

     

    (a)
      On
      any Business Day on or after the Conversion Date (if any), any Lender may elect
      to exchange all or any portion of its Term Loan for one or more Exchange Notes
      by giving not less than five Business Days’ prior irrevocable written notice of
      such election, in the form of Exhibit A-3 hereto, to Borrower, the
      Administrative Agent and the Exchange Note Trustee specifying the principal
      amount of its Term Loan to be exchanged (which shall be at least $1,000,000
      and
      integral multiples of $1,000 in excess thereof) and subject to the terms of
      the
      Exchange Note Indenture, the name of the proposed registered holder and the
      amount of each Exchange Note requested (each such notice, an “Exchange
      Notice”);
      provided
      that in
      no event shall the aggregate principal amount of the Term Loans initially
      exchanged pursuant to this Section 2.3(a) be less than $50,000,000. Any such
      exchanging Lender shall deliver its Loan Notes, if any, to the Administrative
      Agent within five Business Days following delivery of an Exchange Notice. Term
      Loans exchanged for Exchange Notes pursuant to this Section 2.3(a) shall be
      deemed repaid and canceled and the Exchange Notes so issued shall be governed
      by
      and construed in accordance with the provisions of the Exchange Note
      Indenture.

     

    (b)
      Not
      later than the fifth Business Day after delivery of an Exchange
      Notice:

    


    
      
        
          
          

        

        
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    (i)
      the
      Administrative Agent shall deliver to Borrower the original Loan Notes, if
      any,
      delivered to it by the exchanging Lender pursuant to Section
      2.3(a);

     

    (ii)
      Borrower shall cancel each Loan Note so delivered to it and, if applicable,
      Borrower shall issue a replacement Loan Note to such Lender in an amount equal
      to the principal amount of such Lender’s Term Loan that is not being exchanged,
      or Borrower shall make a notation on the surrendered Loan Note to the effect
      that a portion of the Term Loan represented thereby has been
      repaid;

     

    (iii)
      Borrower shall authorize, execute and deliver, and shall use all commercially
      reasonable efforts (including providing the Exchange Note Trustee with such
      corporate records, certificates, legal opinions and other customary documents
      reasonably requested by the Exchange Note Trustee) to cause the Exchange Note
      Trustee to authenticate and deliver to the Administrative Agent, for delivery
      to
      such Lender or its designee, Exchange Notes, in accordance with the terms of
      this Agreement and the Exchange Note Indenture; and

     

    (iv)
      Borrower shall deliver or cause to be delivered any legal opinions, officers’
certificates, resolutions or other documents reasonably requested by
      Administrative Agent in connection with the issuance of the Exchange
      Notes.

     

    (c)
      Each
      Exchange Note issued to a Lender pursuant to this Section 2.3 shall bear
      interest at a fixed rate equal to the rate per annum borne by the applicable
      Term Loans on the date that such Exchange Notes are issued in exchange for
      such
      Term Loans, shall mature on February 15, 2015, and shall have the other terms
      (including covenants and redemption provisions) contained in the Exchange Note
      Indenture. 

     

    (d)
      The
      Exchange Notes to be issued to any Lender shall be issued in an aggregate
      principal amount equal to the principal amount (including capitalized interest)
      specified by such Lender in the Exchange Notice, payable to such Lender or
      its
      nominee in such amounts as may be specified therein. On the day such Exchange
      Notes are issued, Borrower shall pay to the Administrative Agent, for account
      of
      such Lender, all unpaid interest accrued to such day on the Term Loans that
      are
      the subject of the exchange; provided,
      however,
      no
      additional amounts shall be payable under Section 2.18(c) if such day is not
      the
      last day of an Interest Period.

     

    2.4.
      [Reserved] .

     

    2.5.
      Pro
      Rata Shares; Availability of Funds.

     

    (a)
      Pro
      Rata Shares.
      All
      Loans shall be made, and all participations purchased, by Lenders simultaneously
      and proportionately to their respective Pro Rata Shares, it being understood
      that no Lender shall be responsible for any default by any other Lender in
      such
      other Lender’s obligation to make a Loan requested hereunder nor shall any
      Commitment of any Lender be increased or decreased as a result of a default
      by
      any other Lender in such other Lender’s obligation to make a Loan requested
      hereunder.

    


    
      
        
          
          

        

        
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    (b)
      Availability
      of Funds.
      Unless
      Administrative Agent shall have been notified by any Lender prior to the
      applicable Credit Date that such Lender does not intend to make available to
      Administrative Agent the amount of such Lender’s Loan requested on such Credit
      Date, Administrative Agent may assume that such Lender has made such amount
      available to Administrative Agent on such Credit Date and Administrative Agent
      may, in its sole discretion, but shall not be obligated to, make available
      to
      Borrower a corresponding amount on such Credit Date. If such corresponding
      amount is not in fact made available to Administrative Agent by such Lender,
      Administrative Agent shall be entitled to recover such corresponding amount
      on
      demand from such Lender together with interest thereon, for each day from such
      Credit Date until the date such amount is paid to Administrative Agent, at
      the
      customary rate set by Administrative Agent for the correction of errors among
      banks for three Business Days and thereafter at the Base Rate. If such Lender
      does not pay such corresponding amount forthwith upon Administrative Agent’s
      demand therefor, Administrative Agent shall promptly notify Borrower and
      Borrower shall immediately pay such corresponding amount to Administrative
      Agent
      together with interest thereon, for each day from such Credit Date until the
      date such amount is paid to Administrative Agent, at the rate payable hereunder
      for Base Rate Loans. Nothing in this Section 2.5(b) shall be deemed to relieve
      any Lender from its obligation to fulfill its Commitments hereunder or to
      prejudice any rights that Borrower may have against any Lender as a result
      of
      any default by such Lender hereunder.

     

    2.6.
      Use
      of Proceeds.
      The
      proceeds of the Interim Loans shall be applied by Borrower to fund the
      Acquisition (including refinancing or retiring on the Closing Date any existing
      debt and preferred stock of Borrower and its Subsidiaries) and all transaction
      costs, fees, commissions and expenses incurred in connection with the
      Acquisition. No portion of the proceeds of any Credit Extension shall be used
      in
      any manner that causes or might cause such Credit Extension or the application
      of such proceeds to violate Regulation T, Regulation U or
      Regulation X of the Board of Governors or any other regulation thereof or
      to violate the Exchange Act.

     

    2.7.
      Evidence
      of Debt; Register; Lenders’ Books and Records; Notes.

     

    (a)
      Lenders’
      Evidence of Debt.
      Each
      Lender shall maintain on its internal records an account or accounts evidencing
      the Obligations of Borrower to such Lender, including the amounts of the Loans
      made by it and each repayment and prepayment in respect thereof. Any such
      recordation shall be conclusive and binding on Borrower, absent manifest error;
      provided
      that the
      failure to make any such recordation, or any error in such recordation, shall
      not affect any Borrower’s Obligations in respect of any applicable Loans; and
provided further,
      in the
      event of any inconsistency between the Register and any Lender’s records, the
      recordations in the Register shall govern.

     

    (b)
      Register.
      Administrative Agent (or its agent or sub-agent appointed by it) shall maintain
      at the Principal Office a register for the recordation of the names and
      addresses of Lenders and the Loans of each Lender from time to time (the
“Register”).
      The
      Register shall be available for inspection by the Borrower or any Lender (with
      respect to any entry relating to such Lender’s Loans) at any reasonable time and
      from time to time upon reasonable prior notice. Administrative Agent shall
      record, or shall cause to be recorded, in the Register the Loans in accordance
      with the provisions of Section 10.6, and each repayment or prepayment in respect
      of the principal amount of the Loans, and any such recordation shall be
      conclusive and binding on Borrower and each Lender, absent manifest error;
      provided,
      failure
      to make any such recordation, or any error in such recordation, shall not affect
      any Borrower’s Obligations in respect of any Loan. Borrower hereby designates
      GSCP to serve as Borrower’s agent solely for purposes of maintaining the
      Register as provided in this Section 2.7, and Borrower hereby agree that, to
      the
      extent GSCP serves in such capacity, GSCP and its officers, directors,
      employees, agents, sub-agents and affiliates shall constitute
“Indemnitees.”

    


    
      
        
          
          

        

        
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    (c)
      Notes.
      If so
      requested by any Lender by written notice to Borrower (with a copy to
      Administrative Agent) at least two Business Days prior to the Closing Date,
      or
      at any time thereafter, Borrower shall execute and deliver to such Lender
      (and/or, if applicable and if so specified in such notice, to any Person who
      is
      an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or,
      if
      such notice is delivered after the Closing Date, promptly after Borrower’s
      receipt of such notice) one or more Loan Notes to evidence such Lender’s
      Loan.

     

    2.8.
      Interest
      on Loans.

     

    (a)
      Except as otherwise set forth herein, each Loan shall bear interest on the
      unpaid principal amount thereof from the date made through repayment (whether
      by
      acceleration or otherwise) thereof as follows:

     

    (1)
      if a
      Base Rate Loan, at the Base Rate plus the Applicable Margin; or

     

    (2)
      if a
      Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable
      Margin;

     

    provided
      that
      each Loan shall not bear interest for any day at a rate (excluding the effect
      of
      any increase in interest rate pursuant to Section 2.10) (i) less than 9.5%
      per
      annum or (ii) greater than 11.75% per annum.

     

    (b)
      The
      basis for determining the rate of interest with respect to any Loan and the
      Interest Period with respect to any Eurodollar Rate Loan, shall be selected
      by
      Borrower and notified to Administrative Agent and Lenders pursuant to the
      applicable Funding Notice or Conversion/Continuation Notice, as the case may
      be.
      If on any day a Loan is outstanding with respect to which a Funding Notice
      or
      Conversion/Continuation Notice has not been delivered to Administrative Agent
      in
      accordance with the terms hereof specifying the applicable basis for determining
      the rate of interest, then for that day such Loan shall be a Base Rate
      Loan.

     

    (c)
      In
      connection with Eurodollar Rate Loans there shall be no more than two (2)
      Interest Periods outstanding at any time. In the event Borrower fails to specify
      between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding
      Notice or Conversion/Continuation Notice, such Loan (if outstanding as a
      Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan
      on
      the last day of the then-current Interest Period for such Loan (or if
      outstanding as a Base Rate Loan will remain as, or (if not then outstanding)
      will be made as, a Base Rate Loan). In the event Borrower fails to specify
      an
      Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice
      or
      Conversion/Continuation Notice, Borrower shall be deemed to have selected an
      Interest Period of one month. As soon as practicable after 10:00 a.m. (New
      York
      City time) on each Interest Rate Determination Date, Administrative Agent shall
      determine (which determination shall, absent manifest error, be final,
      conclusive and binding upon all parties) the interest rate that shall apply
      to
      the Eurodollar Rate Loans for which an interest rate is then being determined
      for the applicable Interest Period and shall promptly give notice thereof (in
      writing or by telephone confirmed in writing) to Borrower and each
      Lender.

    


    
      
        
          
          

        

        
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    (d)
      Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case
      of
      Base Rate Loans on the basis of a 365-day or 366-day year, as the case may
      be,
      and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year,
      in each case for the actual number of days elapsed in the period during which
      it
      accrues. In computing interest on any Loan, the date of the making of such
      Loan,
      the first day of an Interest Period applicable to such Loan or the last Interest
      Payment Date with respect to such Loan or, with respect to a Base Rate Loan
      being converted from a Eurodollar Rate Loan, the date of conversion of such
      Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be
      included, and the date of payment of such Loan or the expiration date of an
      Interest Period applicable to such Loan or, with respect to a Base Rate Loan
      being converted to a Eurodollar Rate Loan, the date of conversion of such Base
      Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded;
      provided,
      if a
      Loan is repaid on the same day on which it is made, one day’s interest shall be
      paid on that Loan.

     

    (e)
      Except as otherwise set forth herein, interest on each Loan (i) shall accrue
      on
      a daily basis and shall be payable in arrears on each Interest Payment Date
      with
      respect to interest accrued on and to each such payment date; (ii) shall accrue
      on a daily basis and shall be payable in arrears upon any prepayment of that
      Loan, whether voluntary or mandatory, to the extent accrued on the amount being
      prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears
      at maturity of the Loans, including final maturity of the Loans; provided,
      however,
      with
      respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall
      instead be payable on the applicable Interest Payment Date.

     

    2.9.
      Conversion/Continuation. 

     

    (a)
      Subject to Section 2.18 and so long as no Default under Section 8.1(a) or Event
      of Default shall have occurred and then be continuing, Borrower shall have
      the
      option:

     

    (i)
      to
      convert at any time all or any part of any Loan equal to $1,000,000 and integral
      multiples of $100,000 in excess of that amount from one Type of Loan to another
      Type of Loan; provided,
      a
      Eurodollar Rate Loan may only be converted on the expiration of the Interest
      Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all
      amounts due under Section 2.18 in connection with any such conversion;
      or

     

    (ii)
      upon
      the expiration of any Interest Period applicable to any Eurodollar Rate Loan,
      to
      continue all or any portion of such Loan equal to $3,000,000 and integral
      multiples of $1,000,000 in excess of that amount as a Eurodollar Rate
      Loan.

     

    (b)
      Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent
      no later than 10:00 a.m. (New York City time) at least one Business Day in
      advance of the proposed conversion date (in the case of a conversion to a Base
      Rate Loan) and at least three Business Days in advance of the proposed
      conversion/continuation date (in the case of a conversion to, or a continuation
      of, a Eurodollar Rate Loan). Except as otherwise provided herein, a
      Conversion/Continuation Notice for conversion to, or continuation of, any
      Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
      irrevocable on and after the related Interest Rate Determination Date, and
      Borrower shall be bound to effect a conversion or continuation in accordance
      therewith.

    


    
      
        
          
          

        

        
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    2.10.
      Default
      Interest.
      Upon the
      occurrence and during the continuance of an Event of Default under Section
      8.1(a), (a) all amounts of all Interim Loans and other Obligations thereunder
      or
      related thereto not paid when due and (b) all amounts of all Term Loans shall
      thereafter bear interest (including post-petition interest in any proceeding
      under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand
      at a rate that is 2% per annum in excess of the interest rate otherwise payable
      hereunder with respect to the applicable Loans (or, in the case of any such
      fees
      and other amounts, at a rate which is 2% per annum in excess of the interest
      rate otherwise payable hereunder for Base Rate Loans); provided,
      in the
      case of Eurodollar Rate Loans, upon the expiration of the Interest Period in
      effect at the time any such increase in interest rate is effective such
      Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall
      thereafter bear interest payable upon demand at a rate which is 2% per annum
      in
      excess of the interest rate otherwise payable hereunder for Base Rate Loans.
      Payment or acceptance of the increased rates of interest provided for in this
      Section 2.10 is not a permitted alternative to timely payment and shall not
      constitute a waiver of any Event of Default or otherwise prejudice or limit
      any
      rights or remedies of Administrative Agent or any Lender.

     

    2.11.
      Fees.

     

    (a)
      [Reserved].

     

    (b)
      [Reserved].

     

    (c)
      [Reserved].

     

    (d)
      In
      addition to any of the foregoing fees, Borrower agrees to pay to Agents such
      other fees in the amounts and at the times separately agreed upon.

     

    2.12.
      [Reserved].

     

    2.13.
      Voluntary
      Prepayments.

     

    (a)
      Voluntary
      Prepayments. 

     

    (i)
      Any
      time and from time to time:

     

    (1)
       with
      respect to Base Rate Loans, Borrower may prepay any such Loans without penalty
      or premium on any Business Day in whole or in part, in an aggregate minimum
      amount of $1,000,000 and integral multiples of $100,000 in excess of that
      amount, or, if less, the entire principal amount thereof then
      outstanding;
      and

    


    
      
        
          
          

        

        
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    (2)
       with
      respect to Eurodollar Rate Loans, Borrower may prepay any such Loans without
      penalty or premium (other than pursuant to Section 2.18(c)) on any Business
      Day
      in whole or in part in an aggregate minimum amount of $3,000,000 and integral
      multiples of $1,000,000 in excess of that amount,
      or, if
      less, the entire principal amount thereof then outstanding.

     

    (ii)
      All
      such prepayments shall be made:

     

    (1)
       upon
      not
      less than one Business Day’s prior written or telephonic notice in the case of
      Base Rate Loans;
      and

     

    (2)
       upon
      not
      less than three Business Days’ prior written or telephonic notice in the case of
      Eurodollar Rate Loans;

     

    in
      each
      case given to Administrative Agent by 12:00 noon (New York City time) on the
      date required and, if given by telephone, promptly confirmed in writing to
      Administrative Agent (and Administrative Agent will promptly transmit such
      telephonic or original notice for Loans by telefacsimile or telephone to each
      Lender). Upon the giving of any such notice, the principal amount of the Loans
      specified in such notice shall become due and payable on the prepayment date
      specified therein. Any such voluntary prepayment shall be applied as specified
      in Section 2.15(a). 

     

    2.14.
      Mandatory
      Prepayments/Commitment Reductions. 

     

    (a)
      Asset
      Sales.
      No
      later than the third Business Day following the date of receipt by Holdings
      or
      any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay
      the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100%
      of such Net Asset Sale Proceeds; provided,
      Borrower shall have the option, directly or through one or more of its
      Subsidiaries, in lieu of prepayment, to prepay, repay or repurchase Indebtedness
      under the Senior Secured Credit Facility within three Business Days of receipt
      thereof. 

     

    (b)
      Insurance/Condemnation
      Proceeds.
      No
      later
      than the third Business Day following the date of receipt by Holdings or any
      of
      its Subsidiaries, or Administrative Agent as loss payee, of any Net
      Insurance/Condemnation Proceeds, Borrower shall prepay the Loans as set forth
      in
      Section 2.15(b) in an aggregate amount equal to 100% of such Net
      Insurance/Condemnation Proceeds; provided,
      Borrower shall have the option, directly or through one or more of its
      Subsidiaries, in lieu of payment, (i) to prepay, repay or repurchase
      Indebtedness under the Senior Secured Credit Facility within twelve months
      (or,
      if the reinvestment period has been extended pursuant to clause (iii) below,
      eighteen months) of receipt thereof, (ii) so long as no Default under Sections
      8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing,
      to invest such Net Insurance/Condemnation Proceeds within twelve months of
      receipt thereof in other assets of the general type used or useful in the
      business of Holdings and its Subsidiaries, which investment may include the
      repair, restoration or replacement of the applicable assets thereof or (iii)
      so
      long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall
      have occurred and be continuing, to commit to invest such Net
      Insurance/Condemnation Proceeds within such twelve-month period provided such
      Net Asset Sale Proceeds are actually reinvested within eighteen months of
      receipt thereof in
      other
      assets of the general type used or useful in the business of Holdings and its
      Subsidiaries, which investment may include the repair, restoration or
      replacement of the applicable assets thereof.

     

    
      
        
          
          

        

        
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    (c)
      Issuance
      of Debt.
      On the
      first Business Day after the date of receipt by Holdings or any of its
      Subsidiaries of any Cash proceeds from the incurrence by Holdings or any of
      its
      Subsidiaries of (i) any Indebtedness not permitted to be incurred under this
      Agreement, or (ii) any Indebtedness permitted to be incurred under Section
      6.1(q) of this Agreement (other than the Term Loans and the Exchange Notes,
      the
      incurrence of which shall not result in any mandatory prepayment so long as
      such
      Term Loans and Exchange Notes result in a commensurate reduction in the amount
      of the Loans as provided herein), Borrower shall prepay the Loans as set forth
      in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds, net
      of
      underwriting discounts and commissions and other reasonable costs and expenses
      associated therewith, including reasonable legal fees and expenses, subject,
      in
      the case of clause (i), to the required prior repayment of amounts under the
      Senior Secured Credit Facility.

     

    (d)
      Issuance
      of Equity Securities.
      On the
      first Business Day after date of receipt by Holdings or Borrower of any proceeds
      from a capital contribution to, or the issuance of any Equity Interests of,
      Holdings or Borrower, Borrower shall prepay the Loans in an aggregate amount
      equal to 100% of such proceeds, net of underwriting discounts and commissions
      and other reasonable costs and expenses associated therewith, including
      reasonable legal fees and expenses; provided
      that
      this clause (d) shall not apply to proceeds from any issuance and sale of Equity
      Interests (i) to any of, or a group of, the Sponsors, (ii) to directors,
      officers, employees or members of management of Holdings or any of its
      Subsidiaries pursuant to stock option plans, stock compensation plans, benefit
      plans, equity subscription plans or similar arrangements or agreements, (iii)
      used to exercise a “Cure Right” under the Senior Secured Credit Facility or any
      similar provision under any extensions, replacements or refinancings thereof
      within 15 days of receipt thereof or (iv) used for Acquisition Consideration
      or
      the payment of Indebtedness incurred in connection with a Permitted Acquisition
      within 60 days of receipt thereof.

     

    (e)
      [Reserved].

     

    (f)
      Prepayment
      Certificate.
      Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a)
      through 2.14(d), Borrower shall deliver to Administrative Agent a certificate
      of
      an Authorized Officer demonstrating the calculation of the amount of the
      applicable net proceeds. In the event that Borrower shall subsequently determine
      that the actual amount received exceeded the amount set forth in such
      certificate, Borrower shall promptly make an additional prepayment of the Loans
      in an amount equal to such excess, and Borrower shall concurrently therewith
      deliver to Administrative Agent a certificate of an Authorized Officer
      demonstrating the derivation of such excess.

     

    (g)
      No
      Prepayment Premium or Penalties.
      Payments made by the Borrower pursuant to this Section 2.14 shall in no event
      include any prepayment premium, penalty or other similar fee.

    


    
      
        
          
          

        

        
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    2.15.
      Application
      of Prepayments/Reductions.

     

    (a)
      Application
      of Voluntary Prepayments by Type of Loans.
      Any
      prepayment of Loans pursuant to Section 2.13(a) shall be applied as specified
      by
      Borrower in the applicable notice of prepayment; provided,
      in the
      event Borrower fails to specify the Loans to which any such prepayment shall
      be
      applied, such prepayment shall be applied
      to
      prepay the Loans on a pro rata basis (in accordance with the respective
      outstanding principal amounts thereof).

     

    (b)
      Application
      of Mandatory Prepayments by Type of Loans.
      Any
      amount required to be paid pursuant to Sections 2.14(a) through 2.14(d) shall
      be
      applied to
      prepay
      Loans on a pro rata basis (in accordance with the respective outstanding
      principal amounts thereof).

     

    (c)
      [Reserved].

     

    (d)
      Any
      prepayment of Loans shall be applied first to Base Rate Loans to the full extent
      thereof before application to Eurodollar Rate Loans, in each case in a manner
      which minimizes the amount of any payments required to be made by Borrower
      pursuant to Section 2.18(c).

     

    2.16.
      General
      Provisions Regarding Payments.

     

    (a)
      All
      payments by Borrower of principal, interest, fees and other Obligations shall
      be
      made in Dollars in same day funds, without defense, setoff or counterclaim,
      free
      of any restriction or condition, and delivered to Administrative Agent not
      later
      than 12:00 noon (New York City time) on the date due at the Principal Office
      designated by Administrative Agent for the account of Lenders; for purposes
      of
      computing interest and fees, funds received by Administrative Agent after that
      time on such due date shall be deemed to have been paid by Borrower on the
      next
      succeeding Business Day.

     

    (b)
      All
      payments in respect of the principal amount of any Loan shall be accompanied
      by
      payment of accrued interest on the principal amount being repaid or prepaid,
      and
      all such payments (and, in any event, any payments in respect of any Loan on
      a
      date when interest is due and payable with respect to such Loan) shall be
      applied to the payment of interest then due and payable before application
      to
      principal.

     

    (c)
      Administrative Agent (or its agent or sub-agent appointed by it) shall promptly
      distribute to each Lender at such address as such Lender shall indicate in
      writing, such Lender’s applicable Pro Rata Share of all payments and prepayments
      of principal and interest due hereunder, together with all other amounts due
      thereto, including all fees payable with respect thereto, to the extent received
      by Administrative Agent.

     

    (d)
      Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation
      Notice is withdrawn as to any Affected Lender or if any Affected Lender makes
      Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans,
      Administrative Agent shall give effect thereto in apportioning payments received
      thereafter.

    


    
      
        
          
          

        

        
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    (e)
      Whenever any payment to be made hereunder with respect to any Loan shall be
      stated to be due on a day that is not a Business Day, such payment shall be
      made
      on the next succeeding Business Day.

     

    (f)
      Borrower hereby authorizes Administrative Agent to charge Borrower’s account
      with Administrative Agent in order to cause timely payment to be made to
      Administrative Agent of all principal and interest due hereunder (subject to
      sufficient funds being available in its accounts for that purpose).

     

    (g)
      Administrative Agent shall deem any payment by or on behalf of Borrower
      hereunder that is not made in same day funds prior to 12:00 noon (New York
      City
      time) to be a non-conforming payment. Any such payment shall not be deemed
      to
      have been received by Administrative Agent until the later of (i) the time
      such
      funds become available funds, and (ii) the applicable next Business Day.
      Administrative Agent shall give prompt telephonic notice to Borrower and each
      applicable Lender (confirmed in writing) if any payment is non-conforming.
      Any
      non-conforming payment may constitute or become a Default or Event of Default
      in
      accordance with the terms of Section 8.1(a). Interest shall continue to accrue
      on any principal as to which a non-conforming payment is made until such funds
      become available funds (but in no event less than the period from the date
      of
      such payment to the next succeeding applicable Business Day) at the rate
      determined pursuant to Section 2.10 from the date such amount was due and
      payable until the date such amount is paid in full.

     

    (h)
      If an
      Event of Default under Sections 8.1(f) or (g) shall have occurred and not
      otherwise been waived or the maturity of the Obligations shall have been
      accelerated pursuant to Section 8.1 or the Borrower does not repay the Loans
      on
      the Interim Loan Maturity Date or the Term Loan Maturity Date, as applicable,
      all payments, distributions (including distributions in any Insolvency or
      Liquidation Proceeding pursuant to a plan or otherwise) and all other amounts
      or
      property collected or received on account of any Obligation shall be applied
      in
      the following order of priority:

     

    (i)
      first,
      to the
      payment of all reasonable and documented costs and expenses incurred by the
      Administrative Agent in connection with any collection 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 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 (and, if there
      shall be a shortfall in the amount available pursuant to this clause to pay
      all
      amounts due under this clause, on a pro rata basis taking into account all
      amounts due under this clause (including on account of principal, interest,
      fees, expenses or otherwise, as applicable));

     

    (ii)
      second,
      to the
      Lenders, an amount equal to all Obligations owing to them in respect of the
      Loans on the date of any distribution, including any amounts in respect of
      post-petition interest in any Insolvency or Liquidation Proceeding (and, if
      there shall be a shortfall in the amount available pursuant to this clause
      to
      pay all amounts due under this clause, on a pro rata basis taking into account
      all amounts due under this clause (including on account of principal, interest,
      fees, expenses or otherwise, as applicable)); and 

    


    
      
        
          
          

        

        
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    (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.

     

    2.17.
      Ratable
      Sharing.
      Lenders
      hereby agree among themselves that if any of them shall, whether by voluntary
      payment (other than a voluntary prepayment of Loans made and applied in
      accordance with the terms hereof), through the exercise of any right of set-off
      or banker’s lien, by counterclaim or cross action or by the enforcement of any
      right under the Credit Documents or otherwise, or as adequate protection of
      a
      deposit treated as cash collateral under the Bankruptcy Code, receive payment
      or
      reduction of a proportion of the aggregate amount of principal, interest, fees
      and other amounts then due and owing to such Lender hereunder or under the
      other
      Credit Documents (collectively, the “Aggregate
      Amounts Due”
      to such
      Lender) which is greater than the proportion received by any other Lender in
      respect of the Aggregate Amounts Due to such other Lender, giving effect to
      the
      provisions of Section 2.16(h), then the Lender receiving such proportionately
      greater payment shall (a) notify Administrative Agent and each other Lender
      of the receipt of such payment and (b) apply a portion of such payment to
      purchase participations (which it shall be deemed to have purchased from each
      seller of a participation simultaneously upon the receipt by such seller of
      its
      portion of such payment) in the Aggregate Amounts Due to the other Lenders
      so
      that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders
      in proportion to the Aggregate Amounts Due to them; provided,
      if all
      or part of such proportionately greater payment received by such purchasing
      Lender is thereafter recovered from such Lender upon the bankruptcy or
      reorganization of Borrower or otherwise, giving effect to the provisions of
      Section 2.16(h), those purchases shall be rescinded and the purchase prices
      paid
      for such participations shall be returned to such purchasing Lender ratably
      to
      the extent of such recovery, but without interest. Borrower expressly consents
      to the foregoing arrangement and agrees that any holder of a participation
      so
      purchased may exercise any and all rights of banker’s lien, set-off or
      counterclaim with respect to any and all monies owing by Borrower to that holder
      with respect thereto as fully as if that holder were owed the amount of the
      participation held by that holder. 

     

    2.18.
      Making
      or Maintaining Eurodollar Rate Loans.

     

    (a)
      Inability
      to Determine Applicable Interest Rate.
      In the
      event that Administrative Agent shall have determined (which determination
      shall
      be final and conclusive and binding upon all parties hereto), on any Interest
      Rate Determination Date with respect to any Eurodollar Rate Loans, that by
      reason of circumstances affecting the London interbank market adequate and
      fair
      means do not exist for ascertaining the interest rate applicable to such Loans
      on the basis provided for in the definition of Adjusted Eurodollar Rate,
      Administrative Agent shall on such date give notice (by telefacsimile or by
      telephone confirmed in writing) to Borrower and each Lender of such
      determination, whereupon (i) no Loans may be made as, or converted to,
      Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower
      and Lenders that the circumstances giving rise to such notice no longer exist,
      and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower
      with respect to the Loans in respect of which such determination was made shall
      be deemed to be rescinded by Borrower.

    


    
      
        
          
          

        

        
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    (b)
      Illegality
      or Impracticability of Eurodollar Rate Loans.
      In the
      event that on any date any Lender shall have determined (which determination
      shall be final and conclusive and binding upon all parties hereto but shall
      be
      made only after consultation with Borrower and Administrative Agent) that the
      making, maintaining or continuation of its Eurodollar Rate Loans (i) has become
      unlawful as a result of compliance by such Lender in good faith with any law,
      treaty, governmental rule, regulation, guideline or order (or would conflict
      with any such treaty, governmental rule, regulation, guideline or order not
      having the force of law even though the failure to comply therewith would not
      be
      unlawful), or (ii) has become impracticable, as a result of contingencies
      occurring after the date hereof which materially and adversely affect the London
      interbank market or the position of such Lender in that market, then, and in
      any
      such event, such Lender shall be an “Affected
      Lender”
      and it
      shall on that day give notice (by telefacsimile or by telephone confirmed in
      writing) to Borrower and Administrative Agent of such determination (which
      notice Administrative Agent shall promptly transmit to each other Lender).
      Thereafter (1) the obligation of the Affected Lender to make Loans as, or to
      convert Loans to, Eurodollar Rate Loans shall be suspended until such notice
      shall be withdrawn by the Affected Lender, (2) to the extent such determination
      by the Affected Lender relates to a Eurodollar Rate Loan then being requested
      by
      Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice,
      the
      Affected Lender shall make such Loan as (or continue such Loan as or convert
      such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s
      obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected
      Loans”)
      shall
      be terminated at the earlier to occur of the expiration of the Interest Period
      then in effect with respect to the Affected Loans or when required by law,
      and
      (4) the Affected Loans shall automatically convert into Base Rate Loans on
      the
      date of such termination. Notwithstanding the foregoing, to the extent a
      determination by an Affected Lender as described above relates to a Eurodollar
      Rate Loan then being requested by Borrower pursuant to a Funding Notice or
      a
      Conversion/Continuation Notice, Borrower shall have the option, subject to
      the
      provisions of Section 2.18(c), to rescind such Funding Notice or
      Conversion/Continuation Notice as to all Lenders by giving notice (by
      telefacsimile or by telephone confirmed in writing) to Administrative Agent
      of
      such rescission on the date on which the Affected Lender gives notice of its
      determination as described above (which notice of rescission Administrative
      Agent shall promptly transmit to each other Lender). Except as provided in
      the
      immediately preceding sentence, nothing in this Section 2.18(b) shall affect
      the
      obligation of any Lender other than an Affected Lender to make or maintain
      Loans
      as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms
      hereof.

     

    (c)
      Compensation
      for Breakage or Non-Commencement of Interest Periods.
      Borrower shall compensate each Lender, upon written request by such Lender
      (which request shall set forth the basis for requesting such amounts), for
      all
      reasonable losses, expenses and liabilities (including any interest paid by
      such
      Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate
      Loans and any loss, expense or liability sustained by such Lender in connection
      with the liquidation or re-employment of such funds but excluding loss of
      anticipated profits) which such Lender may sustain: (i) if for any reason (other
      than a default by such Lender) a borrowing of any Eurodollar Rate Loan does
      not
      occur on a date specified therefor in a Funding Notice or a telephonic request
      for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan
      does not occur on a date specified therefor in a Conversion/Continuation Notice
      or a telephonic request for conversion or continuation; (ii) if any
      prepayment or other principal payment of, or any conversion of, any of its
      Eurodollar Rate Loans occurs on a date prior to the last day of an Interest
      Period applicable to that Loan; or (iii) if any prepayment of any of its
      Eurodollar Rate Loans is not made on any date specified in a notice of
      prepayment given by Borrower.

    


    
      
        
          
          

        

        
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    (d)
      Booking
      of Eurodollar Rate Loans.
      Any
      Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the
      account of any of its branch offices or the office of an Affiliate of such
      Lender.

     

    (e)
      Assumptions
      Concerning Funding of Eurodollar Rate Loans.
      Calculation of all amounts payable to a Lender under this Section 2.18 and
      under
      Section 2.19 shall be made as though such Lender had actually funded each of
      its
      relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
      bearing interest at the rate obtained pursuant to clause (i) of the definition
      of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
      Rate Loan and having a maturity comparable to the relevant Interest Period
      and
      through the transfer of such Eurodollar deposit from an offshore office of
      such
      Lender to a domestic office of such Lender in the United States of America;
      provided,
      however,
      each
      Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit
      and
      the foregoing assumptions shall be utilized only for the purposes of calculating
      amounts payable under this Section 2.18 and under Section 2.19.

     

    2.19.
      Increased
      Costs; Capital Adequacy. 

     

    (a)
      Compensation
      For Increased Costs and Taxes.
      Subject
      to the provisions of Section 2.20 (which shall be controlling with respect
      to
      the matters covered thereby), in the event that any Lender shall determine
      (which determination shall, absent manifest error, be final and conclusive
      and
      binding upon all parties hereto) that any law, treaty or governmental rule,
      regulation or order, or any change therein or in the interpretation,
      administration or application thereof (including the introduction of any new
      law, treaty or governmental rule, regulation or order), or any determination
      of
      a court or governmental authority, in each case that becomes effective after
      the
      date hereof, or compliance by such Lender with any guideline, request or
      directive issued or made after the date hereof by any central bank or other
      governmental or quasi-governmental authority (whether or not having the force
      of
      law): (i) subjects such Lender (or its applicable lending office) to any
      additional Tax (other than any Tax on the overall net income of such Lender)
      with respect to this Agreement or any of the other Credit Documents or any
      of
      its obligations hereunder or thereunder or any payments to such Lender (or
      its
      applicable lending office) of principal, interest, fees or any other amount
      payable hereunder; (ii) imposes, modifies or holds applicable any reserve
      (including any marginal, emergency, supplemental, special or other reserve),
      special deposit, compulsory loan, FDIC insurance or similar requirement against
      assets held by, or deposits or other liabilities in or for the account of,
      or
      advances or loans by, or other credit extended by, or any other acquisition
      of
      funds by, any office of such Lender (other than any such reserve or other
      requirements with respect to Eurodollar Rate Loans that are reflected in the
      definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition
      (other than with respect to a Tax matter) on or affecting such Lender (or its
      applicable lending office) or its obligations hereunder or the London interbank
      market; and the result of any of the foregoing is to increase the cost to such
      Lender of agreeing to make, making or maintaining Loans hereunder or to reduce
      any amount received or receivable by such Lender (or its applicable lending
      office) with respect thereto; then, in any such case, Borrower shall promptly
      pay to such Lender, upon receipt of the statement referred to in the next
      sentence, such additional amount or amounts (in the form of an increased rate
      of, or a different method of calculating, interest or otherwise as such Lender
      in its sole discretion shall determine) as may be necessary to compensate such
      Lender for any such increased cost or reduction in amounts received or
      receivable hereunder. Such Lender shall deliver to Borrower (with a copy to
      Administrative Agent) a written statement, setting forth in reasonable detail
      the basis for calculating the additional amounts owed to such Lender under
      this
      Section 2.19(a), which statement shall be conclusive and binding upon all
      parties hereto absent manifest error.

    


    
      
        
          
          

        

        
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    (b)
      Capital
      Adequacy Adjustment.
      In the
      event that any Lender shall have determined that the adoption, effectiveness,
      phase-in or applicability after the Closing Date of any law, rule or regulation
      (or any provision thereof) regarding capital adequacy, or any change therein
      or
      in the interpretation or administration thereof by any Governmental Authority,
      central bank or comparable agency charged with the interpretation or
      administration thereof, or compliance by any Lender (or its applicable lending
      office) with any guideline, request or directive regarding capital adequacy
      (whether or not having the force of law) of any such Governmental Authority,
      central bank or comparable agency, has or would have the effect of reducing
      the
      rate of return on the capital of such Lender or any corporation controlling
      such
      Lender as a consequence of, or with reference to, such Lender’s Loans, or
      participations therein or other obligations hereunder with respect to the Loans
      to a level below that which such Lender or such controlling corporation could
      have achieved but for such adoption, effectiveness, phase-in, applicability,
      change or compliance (taking into consideration the policies of such Lender
      or
      such controlling corporation with regard to capital adequacy), then from time
      to
      time, within five Business Days after receipt by Borrower from such Lender
      of
      the statement referred to in the next sentence, Borrower shall pay to such
      Lender such additional amount or amounts as will compensate such Lender or
      such
      controlling corporation on an after-tax basis for such reduction. Such Lender
      shall deliver to Borrower (with a copy to Administrative Agent) a written
      statement, setting forth in reasonable detail the basis for calculating the
      additional amounts owed to Lender under this Section 2.19(b), which statement
      shall be conclusive and binding upon all parties hereto absent manifest
      error.

     

    (c)
      Notwithstanding anything to the contrary contained herein, Borrower will not
      be
      required to compensate any Lender for any such increased costs or reduced return
      incurred by such Lender more than six (6) months prior to such Lender’s written
      request to Borrower for such compensation.

     

    2.20.
      Taxes;
      Withholding, etc.

     

    (a)
      Payments
      to Be Free and Clear.
      All
      sums payable by any Credit Party hereunder and under the other Credit Documents
      shall (except to the extent required by law) be paid free and clear of, and
      without any deduction or withholding on account of, any Tax (other than a Tax
      on
      the overall net income of any Lender or Agent, franchise taxes imposed in lieu
      of net income taxes or any branch profits taxes imposed by the U.S. or any
      similar tax imposed by any Governmental Authority) imposed, levied, collected,
      withheld or assessed by or within the United States of America or any political
      subdivision in or of the United States of America or any other jurisdiction
      from
      or to which a payment is made by or on behalf of any Credit Party or by any
      federation or organization of which the United States of America or any such
      jurisdiction is a member at the time of payment.

    


    
      
        
          
          

        

        
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    (b)
      Withholding
      of Taxes.
      If any
      Credit Party or any other Person is required by law to make any deduction or
      withholding on account of any such Tax from any sum paid or payable by any
      Credit Party to Administrative Agent or any Lender under any of the Credit
      Documents: (i) Borrower shall notify Administrative Agent of any such
      requirement or any change in any such requirement as soon as Borrower becomes
      aware of it; (ii) Borrower shall pay any such Tax before the date on which
      penalties attach thereto, such payment to be made (if the liability to pay
      is
      imposed on any Credit Party) for its own account or (if that liability is
      imposed on Administrative Agent or such Lender, as the case may be) on behalf
      of
      and in the name of Administrative Agent or such Lender; (iii) the sum payable
      by
      such Credit Party in respect of which the relevant deduction, withholding or
      payment is required shall be increased to the extent necessary to ensure that,
      after the making of that deduction, withholding or payment, Administrative
      Agent
      or such Lender, as the case may be, receives on the due date a net sum equal
      to
      what it would have received had no such deduction, withholding or payment been
      required or made; and (iv) within thirty days after paying any sum from which
      it
      is required by law to make any deduction or withholding, and within thirty
      days
      after the due date of payment of any Tax which it is required by clause (ii)
      above to pay, Borrower shall deliver to Administrative Agent evidence reasonably
      satisfactory to the other affected parties of such deduction, withholding or
      payment and of the remittance thereof to the relevant taxing or other authority;
      provided, no such additional amount shall be required to be paid to any Lender
      under clause (iii) above except to the extent that any change after the date
      hereof (in the case of each Lender listed on the signature pages hereof on
      the
      Closing Date) or after the effective date of the Assignment Agreement pursuant
      to which such Lender became a Lender (in the case of each other Lender) in
      any
      such requirement for a deduction, withholding or payment as is mentioned therein
      shall result in an increase in the rate of such deduction, withholding or
      payment from that in effect at the date hereof or at the date of such Assignment
      Agreement, as the case may be, in respect of payments to such
      Lender.

    


    
      
        
          
          

        

        
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    (c)
      Evidence
      of Exemption From U.S. Withholding Tax.
      Each
      Lender that is not a United States Person (as such term is defined in Section
      7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes
      (a “Non-US
      Lender”)
      shall
      deliver to Administrative Agent for transmission to Borrower, on or prior to
      the
      Closing Date (in the case of each Lender listed on the signature pages hereof
      on
      the Closing Date) or on or prior to the date of the Assignment Agreement
      pursuant to which it becomes a Lender (in the case of each other Lender), and
      at
      such other times as may be necessary in the determination of Borrower or
      Administrative Agent (each in the reasonable exercise of its discretion), (i)
      two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any
      successor forms), properly completed and duly executed by such Lender, and
      such
      other documentation required under the Internal Revenue Code and reasonably
      requested by Borrower to establish that such Lender is not subject to deduction
      or withholding of United States federal income tax with respect to any payments
      to such Lender of principal, interest, fees or other amounts payable under
      any
      of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person
      described in Section 881(c)(3) of the Internal Revenue Code and cannot
      deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i)
      above, a Certificate re Non-Bank Status together with two original copies of
      Internal Revenue Service Form W-8BEN (or any successor form), properly completed
      and duly executed by such Lender, and such other documentation required under
      the Internal Revenue Code and reasonably requested by Borrower to establish
      that
      such Lender is not subject to deduction or withholding of United States federal
      income tax with respect to any payments to such Lender of interest payable
      under
      any of the Credit Documents. Each Lender that is a United States person (as
      such
      term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United
      States federal income tax purposes (a “U.S.
      Lender”)
      shall
      deliver to Administrative Agent and Borrower on or prior to the Closing Date
      (or, if later, on or prior to the date on which such Lender becomes a party
      to
      this Agreement) two original copies of Internal Revenue Service Form W-9 (or
      any
      successor form), properly completed and duly executed by such Lender, certifying
      that such U.S. Lender is entitled to an exemption from United States backup
      withholding tax, or otherwise prove that it is entitled to such an exemption.
      Each Lender required to deliver any forms, certificates or other evidence with
      respect to United States federal income tax withholding matters pursuant to
      this
      Section 2.20(c) hereby agrees, from time to time after the initial delivery
      by
      such Lender of such forms, certificates or other evidence, whenever a lapse
      in
      time or change in circumstances renders such forms, certificates or other
      evidence obsolete or inaccurate in any material respect, that such Lender shall
      promptly deliver to Administrative Agent for transmission to Borrower two new
      original copies of Internal Revenue Service Form W-8BEN or W-8ECI , or a
      Certificate re Non-Bank Status and two original copies of Internal Revenue
      Service Form W-8BEN (or any successor form), as the case may be, properly
      completed and duly executed by such Lender, and such other documentation
      required under the Internal Revenue Code and reasonably requested by Borrower
      to
      confirm or establish that such Lender is not subject to deduction or withholding
      of United States federal income tax with respect to payments to such Lender
      under the Credit Documents, or notify Administrative Agent and Borrower of
      its
      inability to deliver any such forms, certificates or other evidence. Borrower
      shall not be required to pay any additional amount to any Non-US Lender under
      Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms,
      certificates or other evidence referred to in the second sentence of this
      Section 2.20(c), or (2) to notify Administrative Agent and Borrower of its
      inability to deliver any such forms, certificates or other evidence, as the
      case
      may be; provided,
      if such
      Lender shall have satisfied the requirements of the first sentence of this
      Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement
      pursuant to which it became a Lender, as applicable, nothing in this last
      sentence of Section 2.20(c) shall relieve Borrower of its obligation to pay
      any
      additional amounts pursuant to this Section 2.20 in the event that, as a result
      of any change in any applicable law, treaty or governmental rule, regulation
      or
      order, or any change in the interpretation, administration or application
      thereof, such Lender is no longer properly entitled to deliver forms,
      certificates or other evidence at a subsequent date establishing the fact that
      such Lender is not subject to withholding as described herein.

     

    (d)
      Refunds.
      If
      Administrative Agent or any Lender determines, in its sole discretion exercised
      in good faith, that it has received a refund of any Taxes as to which it has
      been indemnified by a Credit Party or with respect to which a Credit Party
      has
      paid additional amounts pursuant to this Section 2.20, it shall pay over such
      refund to such Credit Party (but only to the extent of indemnity payments made,
      or additional amounts paid, by such Credit Party under this Section 2.20 with
      respect to the Taxes giving rise to such refund), net of all out-of-pocket
      expenses of Administrative Agent or such Lender and without interest (other
      than
      any interest paid by the relevant Governmental Authority with respect to such
      refund); provided
      that
      such Credit Party, upon the request of Administrative Agent or such Lender,
      agrees to repay the amount paid over to such Credit Party (plus any penalties,
      interest or other charges imposed by the relevant Governmental Authority) to
      Administrative Agent or such Lender in the event Administrative Agent or such
      Lender is required to repay such refund to such Governmental Authority. This
      Section 2.20(d) shall not be construed to require the Administrative Agent
      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.

    


    
      
        
          
          

        

        
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    2.21.
      Obligation
      to Mitigate.
      Each
      Lender agrees that, as promptly as practicable after the officer of such Lender
      responsible for administering its Loans becomes aware of the occurrence of
      an
      event or the existence of a condition that would cause such Lender to become
      an
      Affected Lender or that would entitle such Lender to receive payments under
      Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with
      the internal policies of such Lender and any applicable legal or regulatory
      restrictions, use reasonable efforts to (a) make, issue, fund or maintain its
      Credit Extensions, including any Affected Loans, through another office of
      such
      Lender, or (b) take such other measures as such Lender may deem reasonable,
      if as a result thereof the circumstances which would cause such Lender to be
      an
      Affected Lender would cease to exist or the additional amounts which would
      otherwise be required to be paid to such Lender pursuant to Section 2.18,
      2.19 or 2.20 would be materially reduced and if, as determined by such Lender
      in
      its sole discretion, the making, issuing, funding or maintaining of such Loans
      through such other office or in accordance with such other measures, as the
      case
      may be, would not otherwise adversely affect such Loans or the interests of
      such
      Lender; provided,
      such
      Lender will not be obligated to utilize such other office pursuant to this
      Section 2.21 unless Borrower agrees to pay all incremental expenses incurred
      by
      such Lender as a result of utilizing such other office as described above.
      A
      certificate as to the amount of any such expenses payable by Borrower pursuant
      to this Section 2.21 (setting forth in reasonable detail the basis for
      requesting such amount) submitted by such Lender to Borrower (with a copy to
      Administrative Agent) shall be conclusive absent manifest error.

     

    2.22.
      [Reserved].

     

    2.23.
      Removal
      or Replacement of a Lender.
      Anything
      contained herein to the contrary notwithstanding, in the event that (a) (i)
      any
      Lender (an “Increased-Cost
      Lender”)
      shall
      give notice to Borrower that such Lender is an Affected Lender or that such
      Lender is entitled to receive payments under Section  2.18, 2.19 or 2.20,
      (ii) the circumstances which have caused such Lender to be an Affected Lender
      or
      which entitle such Lender to receive such payments shall remain in effect,
      and
      (iii) such Lender shall fail to withdraw such notice within five Business Days
      after Borrower’s request for such withdrawal; or (b) in connection with any
      proposed amendment, modification, termination, waiver or consent with respect
      to
      any of the provisions hereof as contemplated by Section 10.5(b), the consent
      of
      Requisite Lenders shall have been obtained but the consent of one or more of
      such other Lenders (each a “Non-Consenting
      Lender”)
      whose
      consent is required shall not have been obtained; then, with respect to each
      such Increased-Cost Lender or Non-Consenting Lender (the “Terminated
      Lender”),
      Borrower may, by giving written notice to Administrative Agent and any
      Terminated Lender of its election to do so, elect to cause such Terminated
      Lender (and such Terminated Lender hereby irrevocably agrees) to assign its
      outstanding Loans, if any, in full to one or more Eligible Assignees (each
      a
“Replacement
      Lender”)
      in
      accordance with the provisions of Section 10.6 and Borrower shall pay the fees,
      if any, payable thereunder in connection with any such assignment from an
      Increased Cost Lender or a Non-Consenting Lender; provided,
      (1) on
      the date of such assignment, the Replacement Lender shall pay to Terminated
      Lender an amount equal to the principal of, and all accrued interest on, all
      outstanding Loans of the Terminated Lender; (2) on the date of such assignment,
      Borrower shall pay any amounts payable to such Terminated Lender pursuant to
      Section 2.18(c), 2.19 or 2.20; or otherwise as if it were a prepayment and
      (3)
      in the event such Terminated Lender is a Non-Consenting Lender, each Replacement
      Lender shall consent, at the time of such assignment, to each matter in respect
      of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment
      of all amounts owing to any Terminated Lender, such Terminated Lender shall
      no
      longer constitute a “Lender” for purposes hereof; provided,
      any
      rights of such Terminated Lender to indemnification hereunder shall survive
      as
      to such Terminated Lender.
      Each
      Lender agrees that if the Borrower exercises its option hereunder to cause
      an
      assignment by such Lender as a Non-Consenting Lender or Terminated Lender,
      such
      Lender shall, promptly after receipt of written notice of such election, execute
      and deliver all documentation necessary to effectuate such assignment in
      accordance with Section 10.6. In the event that a Lender does not comply with
      the requirements of the immediately preceding sentence within one Business
      Day
      after receipt of such notice, each Lender hereby authorizes and directs the
      Administrative Agent to execute and deliver such documentation as may be
      required to give effect to an assignment in accordance with Section 10.6 on
      behalf of a Non-Consenting Lender or Terminated Lender and any such
      documentation so executed by the Administrative Agent shall be effective for
      purposes of documenting an assignment pursuant to Section 10.6.

    


    
      
        
          
          

        

        
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    2.24.
      [Reserved]. 

     

    SECTION
      3. CONDITIONS PRECEDENT

     

    3.1.
      Closing
      Date.
      The
      obligation of each Lender to make a Credit Extension on the Closing Date is
      subject to the satisfaction, or waiver in accordance with Section 10.5, of
      the
      following conditions on or before the Closing Date:

     

    (a)
      Credit
      Documents.
      Administrative Agent shall have received sufficient copies of each Credit
      Document required to be delivered as of the Closing Date originally executed
      and
      delivered by each applicable Credit Party for each Lender.

     

    (b)
      Organizational
      Documents; Incumbency.
      Administrative Agent shall have received (i) a satisfactory copy of each
      Organizational Document of each Credit Party, as applicable, and, to the extent
      applicable, certified as of a recent date by the appropriate governmental
      official, each dated the Closing Date or a recent date prior thereto; (ii)
      signature and incumbency certificates of the officers of such Person executing
      the Credit Documents to which it is a party; (iii) resolutions of the board
      of
      directors or similar governing body of each Credit Party approving and
      authorizing the execution, delivery and performance of this Agreement and the
      other Credit Documents and the Related Agreements to which it is a party or
      by
      which it or its assets may be bound as of the Closing Date, certified as of
      the
      Closing Date by its secretary or an assistant secretary as being in full force
      and effect without modification or amendment; and (iv) a good standing
      certificate (or the equivalent thereof) from the applicable Governmental
      Authority, if such a concept exists in such jurisdiction, of each Credit Party’s
      jurisdiction of incorporation, organization or formation, each dated a recent
      date prior to the Closing Date.

    


    
      
        
          
          

        

        
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    (c)
      Capitalization
      of Holdings and Borrower.
      On or
      before the Closing Date:

     

    (i)
      Holdings shall have received gross proceeds from Sponsor and other co-investors
      and management of common equity contributions to be equal to an aggregate amount
      of not less than $372,000,000 and contributed such proceeds to the
      Borrower;

     

    (ii)
      Borrower shall have entered into the Senior Secured Credit Facility in an
      aggregate amount of $575,000,000, consisting of $525,000,000 aggregate principal
      amount of Senior Secured Term Loans (all of which shall be borrowed on the
      Closing Date) and $50,000,000 aggregate principal amount of Revolving
      Commitments (under which no more than $10,000,000 of revolving borrowings
      exclusive of up to $15,000,000 of letters of credit (it being agreed that
      Borrower may cash collateralize or employ back to back letters of credit in
      respect of the Existing Letters of Credit) shall be made on the Closing Date);
      and

     

    (iii)
      Borrower shall have entered into the Subordinated Unsecured Credit Facility
      in
      an aggregate amount of $120,000,000, consisting entirely of Subordinated
      Unsecured Interim Loans (all of which shall be borrowed on the Closing
      Date).

     

    (d)
      Consummation
      of Transactions Contemplated by Related Agreements. (i) All
      conditions precedent to the consummation of the Acquisition as set forth in
      the
      Acquisition Agreement shall have been satisfied or waived (with the prior
      consent of the Administrative Agent and Syndication Agent if the Administrative
      Agent and Syndication Agent reasonably determine such waiver is materially
      adverse to the Lenders) and (ii) the Acquisition shall have become effective
      in
      accordance with the terms of the Acquisition Agreement. 

     

    (e)
      Existing
      Indebtedness.
      On the
      Closing Date, Holdings and its Subsidiaries shall have (i) repaid in full all
      Existing Indebtedness, (ii) terminated any commitments to lend or make other
      extensions of credit thereunder, (iii) delivered to Administrative Agent all
      documents or instruments necessary to release all Liens securing Existing
      Indebtedness or other obligations of Holdings and its Subsidiaries thereunder
      being repaid on the Closing Date, and (iv) made arrangements satisfactory to
      Administrative Agent with respect to the cancellation of any letters of credit
      outstanding thereunder (or the cash collateralization thereof) or the issuance
      of letters of credit under the Senior Secured Credit Facility to support the
      obligations of Holdings and its Subsidiaries with respect thereto.

     

    (f)
      Transaction
      Costs.
      Borrower shall have Transaction Costs (other than fees payable to any Agent
      and
      any
“Agent” as defined under the Senior Secured Credit Facility and the Subordinated
      Unsecured Credit Facility, respectively)
      in the
      approximate amount of $60,000,000.

     

    (g)
      Governmental
      Authorizations and Consents.
      Each
      Credit Party shall have obtained all Governmental Authorizations and all
      consents of other Persons, in each case that are necessary or advisable in
      connection with the transactions contemplated by the Credit Documents and the
      Related Agreements except where the failure to obtain such Governmental
      Authorizations or consents could not reasonably be expected to have a Material
      Adverse Effect, and each of the foregoing shall be in full force and effect
      and
      in form and substance reasonably satisfactory to Administrative Agent and
      Syndication Agent. 

    


    
      
        
          
          

        

        
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    (h)
      [Intentionally
      Omitted.]
      

     

    (i)
      [Reserved]

     

    (j)
      Financial
      Statements.
      Lenders
      shall have received from Holdings (i) the Historical Financial Statements and
      (ii) pro forma financial statements, in each case meeting the requirements
      of
      Regulation S-X for Form S-1 registration statements.

     

    (k)
      [Intentionally
      Omitted].

     

    (l)
      Opinions
      of Counsel to Credit Parties.
      Lenders
      and their respective counsel shall have received originally executed copies
      of
      the favorable written opinions of Schulte, Roth & Zabel LLP, special New
      York counsel for Credit Parties, in the form of Exhibit D and as to such other
      matters as Administrative Agent or Syndication Agent may reasonably request,
      dated as of the Closing Date and otherwise in form and substance reasonably
      satisfactory to Administrative Agent and Syndication Agent (and each Credit
      Party hereby instructs such counsel to deliver such opinions to Agents and
      Lenders).

     

    (m)
      Fees.
      Borrower shall have paid to Agents the fees payable on the Closing Date referred
      to in Section 2.11.

     

    (n)
      Solvency
      Certificate.
      On the
      Closing, Date Administrative Agent shall have received a Solvency Certificate
      from Borrower and the Guarantors, on a consolidated basis, in form, scope and
      substance satisfactory to Administrative Agent, and demonstrating that after
      giving effect to the consummation of the Acquisition and any rights of
      contribution, each of the Borrower and its Guarantors, on a consolidated basis
      are and will be Solvent.

     

    (o)
      Closing
      Date Certificate.
      Holdings and Borrower shall have delivered to Administrative Agent an originally
      executed Closing Date Certificate, together with all attachments
      thereto.

     

    (p)
      Closing
      Date.
      Lenders
      shall have made the Interim Loans to Borrower on or before August 15,
      2007.

     

    (q)
      No
      Litigation.
      There
      shall not exist any action, suit, investigation, litigation, proceeding, hearing
      or other legal or regulatory developments, pending or threatened in any court
      or
      before any arbitrator or Governmental Authority that, in the reasonable opinion
      of Administrative Agent and Syndication Agent, singly or in the aggregate,
      impairs the financing of the Acquisition or affects any Credit Document, any
      Subordinated Unsecured Credit Document or any Senior Secured Credit Document,
      except that could not reasonably be expected to have a Material Adverse
      Effect.

     

    
      
        
          
          

        

        
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    (r)
      Completion
      of Proceedings.
      All
      partnership, corporate and other proceedings taken or to be taken in connection
      with the transactions contemplated hereby and all documents incidental thereto
      not previously found acceptable by Administrative Agent or Syndication Agent
      and
      its counsel shall be satisfactory in form and substance to Administrative Agent
      and Syndication Agent and such counsel, and Administrative Agent, Syndication
      Agent and such counsel shall have received all such counterpart originals or
      certified copies of such documents as Administrative Agent or Syndication Agent
      may reasonably request.

     

    (s)
      Letter
      of Direction.
      Administrative Agent shall have received a duly executed letter of direction
      from Borrower addressed to Administrative Agent, on behalf of itself and
      Lenders, directing the disbursement on the Closing Date of the proceeds of
      the
      Loans made on such date.

     

    (t)
      Representations
      and Warranties.
      The
      representations and warranties set forth in each of Sections 4.1, 4.3,
      4.4(a)(ii), 4.6, 4.9, 4.17 and 4.18 shall be true and correct in all material
      respects on and as of the Closing Date, except to the extent such
      representations and warranties specifically relate to an earlier date, in which
      case such representations and warranties shall have been true and correct in
      all
      material respects on and as of such earlier date.

     

    (u)
      Patriot
      Act.
      At
      least 5 days prior to the Closing Date, the Agent shall have received from
      the
      Credit Parties all documentation and other information required by bank
      regulatory authorities under applicable “know-your-customer” and anti-money
      laundering rules and regulations, including the U.S.A. Patriot Act (Title III
      of
      Pub. L. 107-56 (signed into law October 26, 2001)).

     

    (v)
      Advisory
      Agreement.
      Administrative Agent shall have received a duly executed copy of the Advisory
      Agreement, which shall be in form and substance reasonably satisfactory to
      the
      Administrative Agent.

     

    (w)
      Amended
      and Restated Limited Liability Company Operating Agreement of VGG Holding
      LLC.
      The
      Administrative Agent shall have received a duly executed copy of the Amended
      and
      Restated Limited Liability Company Operating Agreement of VGG Holding LLC,
      which
      shall provide for GS Direct, L.L.C. to have the right to transfer up to thirty
      percent (30%) of its equity interests in VGG Holding LLC held by it on the
      Closing Date to one or more Persons upon the prior written consent of each
      of
      The Veritas Capital Fund III, L.P., AX Holding LLC, Golden Gate Capital
      Investment Fund II, L.P., Golden Gate Capital Investment Annex Fund II, L.P.,
      Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital
      Investment Annex Fund II (AI), L.P., Golden Gate Capital Associates II-QP,
      LLC,
      Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-series A, CCG AV,
      LLC-series C and CCG AV, LLC-series I.

     

    3.2.
      Conditions
      to Each Credit Extension. 

     

    (a)
      Conditions
      Precedent.
      The
      obligation of each Lender to make any Loan, on any Credit Date, including the
      Closing Date, are subject to the satisfaction, or waiver in accordance with
      Section 10.5, of the following conditions precedent:

    


    
      
        
          
          

        

        
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    (i)
      Administrative Agent shall have received a fully executed and delivered Funding
      Notice;

     

    (ii)
      [Reserved];

     

    (iii)
      as
      of such Credit Date (other than the Closing Date), the representations and
      warranties contained herein and in the other Credit Documents shall be true
      and
      correct in all material respects on and as of that Credit Date to the same
      extent as though made on and as of that date, except to the extent such
      representations and warranties specifically relate to an earlier date, in which
      case such representations and warranties shall have been true and correct in
      all
      material respects on and as of such earlier date;
      and


     

    (iv)
      as
      of such Credit Date (other than the Closing Date), no event shall have occurred
      and be continuing or would result from the consummation of the applicable Credit
      Extension that would constitute an Event of Default.
      

     

    Any
      Agent
      or Requisite Lenders shall be entitled, but not obligated to, request and
      receive, prior to the making of any Credit Extension, additional information
      reasonably satisfactory to the requesting party confirming the satisfaction
      of
      any of the foregoing if, in the good faith judgment of such Agent or Requisite
      Lender such request is warranted under the circumstances.

     

    (b)
      Notices.
      Any
      Notice shall be executed by an Authorized Officer in a writing delivered to
      Administrative Agent. In lieu of delivering a Notice, Borrower may give
      Administrative Agent telephonic notice by the required time of any proposed
      borrowing or conversion/continuation, as the case may be; provided
      each
      such notice shall be promptly confirmed in writing by delivery of the applicable
      Notice to Administrative Agent on or before the applicable date of borrowing,
      continuation/conversion or issuance. Neither Administrative Agent nor any Lender
      shall incur any liability to Borrower in acting upon any telephonic notice
      referred to above that Administrative Agent believes in good faith to have
      been
      given by a duly authorized officer or other person authorized on behalf of
      Borrower or for otherwise acting in good faith.

     

    Each
      Lender, by delivering its signature page to this Agreement and funding a Loan
      on
      the Closing Date, shall be deemed to have acknowledged receipt of, and consented
      to and approved, each Credit Document and each other document or other matter
      required to be approved by any Agent, Requisite Lenders or Lenders, as
      applicable on the Closing Date.

     

    SECTION
      4. REPRESENTATIONS AND WARRANTIES

     

    In
      order
      to induce Lenders to enter into this Agreement and to make each Credit Extension
      to be made thereby, each Credit Party represents and warrants to each Lender,
      on
      the Closing Date and on each Credit Date (except if such representations and
      warranties pertain to an earlier date) that the following statements are true
      and correct (it being understood and agreed that the representations and
      warranties made on the Closing Date are deemed to be made concurrently with
      the
      consummation of the Acquisition):

    


    
      
        
          
          

        

        
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    4.1.
      Organization;
      Requisite Power and Authority; Qualification. Each
      of
      Holdings and its Subsidiaries (a) is duly organized, validly existing and in
      good standing under the laws of its jurisdiction of organization as identified
      in Schedule 4.1, (b) has all requisite power and authority to own and
      operate its properties, to carry on its business as now conducted and as
      proposed to be conducted, to enter into the Credit Documents to which it is
      a
      party and to carry out the transactions contemplated thereby, and (c) is
      qualified to do business and in good standing in every jurisdiction where its
      assets are located and wherever necessary to carry out its business and
      operations, except in jurisdictions where the failure to be so qualified or
      in
      good standing has not had, and could not be reasonably expected to have, a
      Material Adverse Effect.

     

    4.2.
      Equity
      Interests and Ownership.
      Each of
      the Equity Interests of each of Holdings and its Subsidiaries has been duly
      authorized and validly issued and is fully paid and non-assessable. Except
      as
      set forth on Schedule 4.2, as of the date hereof, there is no existing option,
      warrant, call, right, commitment or other agreement to which Holdings or any
      of
      its Subsidiaries is a party requiring, and there is no membership interest
      or
      other Equity Interests of Holdings or any of its Subsidiaries outstanding which
      upon conversion or exchange would require, the issuance by Holdings or any
      of
      its Subsidiaries of any additional membership interests or other Equity
      Interests of Holdings or any of its Subsidiaries or other Securities convertible
      into, exchangeable for or evidencing the right to subscribe for or purchase,
      a
      membership interest or other Equity Interests of Holdings or any of its
      Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of
      Holdings and each of its Subsidiaries in their respective Subsidiaries as of
      the
      Closing Date after giving effect to the Acquisition.

     

    4.3.
      Due
      Authorization.
      The
      execution, delivery and performance of the Credit Documents have been duly
      authorized by all necessary action on the part of each Credit Party that is
      a
      party thereto.

     

    4.4.
      No
      Conflict.
      The
      execution, delivery and performance by the Credit Parties of the Credit
      Documents to which they are parties and the consummation of the transactions
      contemplated by the Credit Documents do not and will not (a) violate (i) any
      provision of any law or any governmental rule or regulation applicable to
      Holdings or any of its Subsidiaries, (ii) any of the Organizational Documents
      of
      Holdings or any of its Subsidiaries, or (iii) any order, judgment or decree
      of
      any court or other agency of government binding on Holdings or any of its
      Subsidiaries; except in the case of clauses (i) and (iii), to the extent such
      violation could not reasonably be expected to have a Material Adverse Effect;
      (b) conflict with, result in a breach of or constitute (with due notice or
      lapse of time or both) a default under any Contractual Obligation of Holdings
      or
      any of its Subsidiaries except to the extent such conflict, breach or default
      could not reasonably be expected to have a Material Adverse Effect; (c) result
      in or require the creation or imposition of any Lien upon any of the properties
      or assets of Holdings or any of its Subsidiaries (other than any Liens permitted
      under the Credit Documents); or (d) require any approval of stockholders,
      members or partners or any approval or consent of any non-governmental Person
      under any Contractual Obligation of Holdings or any of its Subsidiaries, except
      for such approvals or consents which will be obtained on or before the Closing
      Date and disclosed in writing to Lenders and except for any such approvals
      or
      consents the failure of which to obtain could not be reasonably expected to
      have
      a Material Adverse Effect.

    


    
      
        
          
          

        

        
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    4.5.
      Governmental
      Consents.
      The
      execution, delivery and performance by Credit Parties of the Credit Documents
      to
      which they are parties and the consummation of the transactions contemplated
      by
      the Credit Documents do not and will not require any registration with, consent
      or approval of, or notice to, or other action to, with or by, any Governmental
      Authority except as have been obtained or made and are in full force and effect
      or when the failure of which to be so made or delivered could not reasonably
      be
      expected to have a Material Adverse Effect.

     

    4.6.
      Binding
      Obligation.
      Each
      Credit Document has been duly executed and delivered by each Credit Party that
      is a party thereto and is the legally valid and binding obligation of such
      Credit Party, enforceable against such Credit Party in accordance with its
      respective terms, except as may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to
      enforceability.

     

    4.7.
      Historical
      Financial Statements.
      The
      Historical Financial Statements were prepared in conformity with GAAP and fairly
      present, in all material respects, the financial position, on a consolidated
      basis, of the Persons described in such financial statements as at the
      respective dates thereof and the results of operations and cash flows, on a
      consolidated basis, of the entities described therein for each of the periods
      then ended, subject, in the case of any such unaudited financial statements,
      to,
      with respect to internally prepared financial statements, the absence of
      footnotes and changes resulting from audit and normal year-end
      adjustments.

     

    4.8.
      Projections.
      On and
      as of the Closing Date, the projections of Borrower and its Subsidiaries for
      the
      period of Fiscal Year 2007 through and including Fiscal Year 2012 (the
“Projections”)
      are
      based on good faith estimates and assumptions made by the management of
      Holdings; provided,
      the
      Projections are not to be viewed as facts and that actual results during the
      period or periods covered by the Projections may differ from such Projections
      and that the differences may be material.

     

    4.9.
      No
      Material Adverse Change.
      Since
      June 30, 2006, no event, circumstance or change has occurred that has caused
      or
      evidences, either in any case or in the aggregate, a Material Adverse
      Effect.

     

    4.10.
      [Intentionally
      Omitted.]

    


    4.11.
      Adverse
      Proceedings, etc. There
      are
      no Adverse Proceedings, individually or in the aggregate, that could reasonably
      be expected to have a Material Adverse Effect. Neither Holdings nor any of
      its
      Subsidiaries (a) is in violation of any applicable laws (including
      Environmental Laws) that, individually or in the aggregate, could reasonably
      be
      expected to have a Material Adverse Effect, or (b) is subject to or in
      default with respect to any final judgments, writs, injunctions, decrees, rules
      or regulations of any court or any federal, state, municipal or other
      governmental department, commission, board, bureau, agency or instrumentality,
      domestic or foreign, that, individually or in the aggregate, could reasonably
      be
      expected to have a Material Adverse Effect.

    


    
      
        
          
          

        

        
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    4.12.
      Payment
      of Taxes. Except
      as
      otherwise permitted under Section 5.3, all federal and state income tax returns
      and all other material tax returns and reports of Holdings and its Subsidiaries
      required to be filed by any of them have been timely filed, and all taxes shown
      on such tax returns to be due and payable and all assessments, fees and other
      governmental charges upon Holdings and its Subsidiaries and upon their
      respective properties, assets, income, businesses and franchises which are
      due
      and payable have been paid when due and payable. Holdings knows of no proposed
      tax assessment against Holdings or any of its Subsidiaries which is not being
      actively contested by Holdings or such Subsidiary in good faith and by
      appropriate proceedings; provided,
      such
      reserves or other appropriate provisions, if any, as shall be required in
      conformity with GAAP shall have been made or provided therefor.

     

    4.13.
      Properties.
      Each of
      Holdings and its Subsidiaries has (i) good, sufficient and legal title to (in
      the case of fee interests in real property), (ii) valid leasehold interests
      in
      (in the case of leasehold interests in real or personal property), (iii) valid
      licensed rights in (in the case of licensed interests in intellectual property)
      and (iv) good title to (in the case of all other personal property), all of
      their respective properties and assets reflected in their respective Historical
      Financial Statements referred to in Section 4.7 and in the most recent financial
      statements delivered pursuant to Section 5.1, in each case except for assets
      disposed of since the date of such financial statements in the ordinary course
      of business or as otherwise permitted under Section 6.8. Except as set forth
      on
      Schedule 4.13 or otherwise permitted by this Agreement, all such properties
      and
      assets are free and clear of Liens.

     

    4.14.
      Environmental
      Matters.
      Neither
      Holdings nor any of its Subsidiaries nor any of their respective Facilities
      or
      operations are subject to any outstanding written order, consent decree or
      settlement agreement with any Person relating to any Environmental Law, any
      Environmental Claim, or any Hazardous Materials Activity that, individually
      or
      in the aggregate, could reasonably be expected to have a Material Adverse
      Effect. Neither Holdings nor any of its Subsidiaries has received any
      letter or request for information under Section 104 of the Comprehensive
      Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604)
      or any comparable state law. To each of Holdings’ and its Subsidiaries’
knowledge, there are and have been, no conditions, occurrences, or Hazardous
      Materials Activities which could reasonably be expected to form the basis of
      an
      Environmental Claim against Holdings or any of its Subsidiaries that,
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect. Compliance with all current or reasonably foreseeable
      future requirements pursuant to or under Environmental Laws could not be
      reasonably expected to have, individually or in the aggregate, a Material
      Adverse Effect. To each of Holdings’ and its Subsidiaries’ knowledge, no event
      or condition has occurred or is occurring with respect to Holdings or any of
      its
      Subsidiaries relating to any Environmental Law, any Release of Hazardous
      Materials, or any Hazardous Materials Activity which individually or in the
      aggregate has had, or could reasonably be expected to have, a Material Adverse
      Effect.

     

    4.15.
      No
      Defaults.
      Neither
      Holdings nor any of its Subsidiaries is in default in the performance,
      observance or fulfillment of any of the obligations, covenants or conditions
      contained in any of its Contractual Obligations, and no condition exists which,
      with the giving of notice or the lapse of time or both, could constitute such
      a
      default, except where the consequences, direct or indirect, of such default
      or
      defaults, if any, could not reasonably be expected to have a Material Adverse
      Effect.

    


    
      
        
          
          

        

        
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    4.16.
      [Intentionally
      Omitted]. 

     

    4.17.
      Governmental
      Regulation.
      Neither
      Holdings nor any of its Subsidiaries is subject to regulation under the Federal
      Power Act or the Investment Company Act of 1940 or under any other federal
      or
      state statute or regulation which may limit its ability to incur Indebtedness
      or
      which may otherwise render all or any portion of the Obligations unenforceable.
      Neither Holdings nor any of its Subsidiaries is a “registered investment
      company” or a company “controlled” by a “registered investment company” or a
“principal underwriter” of a “registered investment company” as such terms are
      defined in the Investment Company Act of 1940.

     

    4.18.
      Margin
      Stock.
      Neither
      Holdings nor any of its Subsidiaries owns any Margin Stock. 

     

    4.19.
      Employee
      Matters.
      Neither
      Holdings nor any of its Subsidiaries is engaged in any unfair labor practice
      that could reasonably be expected to have a Material Adverse Effect. There
      is
      (a) no unfair labor practice complaint pending against Holdings or any of its
      Subsidiaries, or to the knowledge of Holdings and Borrower, threatened in
      writing against any of them before the National Labor Relations Board and no
      grievance or arbitration proceeding arising out of or under any collective
      bargaining agreement that is so pending against Holdings or any of its
      Subsidiaries or to the knowledge of Holdings and Borrower, threatened in writing
      against any of them, (b) no strike or work stoppage in existence or threatened
      in writing involving Holdings or any of its Subsidiaries, and (c) to the
      knowledge of Holdings and Borrower, no union representation question existing
      with respect to the employees of Holdings or any of its Subsidiaries and, to
      the
      knowledge of Holdings and Borrower, no union organization activity that is
      taking place, except (with respect to any matter specified in clause (a), (b)
      or
      (c) above, either individually or in the aggregate) such as is not reasonably
      likely to have a Material Adverse Effect.

     

    4.20.
      Employee
      Benefit Plans.
      Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates
      are in compliance in all material respects with all applicable provisions and
      requirements of ERISA and the Internal Revenue Code and the regulations and
      published interpretations thereunder with respect to each Employee Benefit
      Plan,
      and have performed all their obligations under each Employee Benefit Plan except
      where noncompliance could not be reasonably likely to result in liability in
      excess of $10,000,000. No liability to the PBGC (other than required premium
      payments), the Internal Revenue Service, any Employee Benefit Plan or any trust
      established under Title IV of ERISA has been or is expected to be incurred
      by
      Holdings, any of its Subsidiaries or any of their ERISA Affiliates that could
      reasonably be expected to have a Material Adverse Effect. No ERISA Event has
      occurred or is reasonably expected to occur that is reasonably likely to result
      in liability in excess of $10,000,000. Except to the extent required under
      Section 4980B of the Internal Revenue Code or similar state laws, no Employee
      Benefit Plan provides health or welfare benefits (through the purchase of
      insurance or otherwise) for any retired or former employee of Holdings, any
      of
      its Subsidiaries or any of their respective ERISA Affiliates, except where
      the
      failure of such representation to be true and correct could reasonably be
      expected to result in a Material Adverse Effect. The present value of the
      aggregate benefit liabilities under each Pension Plan sponsored, maintained
      or
      contributed to by Holdings, any of its Subsidiaries or any of their ERISA
      Affiliates (determined as of the end of the most recent plan year on the basis
      of the actuarial assumptions specified for funding purposes in the most recent
      actuarial valuation for such Pension Plan), did not exceed the aggregate current
      value of the assets of such Pension Plan and there has been no determination
      that any Pension Plan is in “at risk” status, except where the failure of such
      representation to be true and correct could reasonably be expected to result
      in
      a Material Adverse Effect. As of the most recent valuation date for each
      Multiemployer Plan for which the actuarial report is available, the potential
      liability of Holdings, its Subsidiaries and their respective ERISA Affiliates
      for a complete withdrawal from such Multiemployer Plan (within the meaning
      of
      Section 4203 of ERISA), when aggregated with such potential liability for a
      complete withdrawal from all Multiemployer Plans, based on information available
      pursuant to Section 4221(e) of ERISA is less than $10,000,000. Holdings, each
      of
      its Subsidiaries and each of their ERISA Affiliates have complied with the
      requirements of Section 515 of ERISA with respect to each Multiemployer Plan
      and
      are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with
      respect to payments to a Multiemployer Plan except where noncompliance could
      reasonably be expected to have a Material Adverse Effect.

    


    
      
        
          
          

        

        
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    4.21.
      Certain
      Fees.
      No
      broker’s or finder’s fee or commission will be payable by Credit Parties with
      respect to the transactions contemplated by the Related Agreements, except
      as
      payable to the Agents and the Lenders and as set forth on Schedule
      4.21.

     

    4.22.
      Solvency.
      The
      Credit Parties, on a consolidated basis, are and, upon the incurrence of any
      Obligation by any Credit Party on any date on which this representation and
      warranty is made, will be, Solvent.

     

    4.23.
      Acquisition
      Agreement.

     

    (a)
      Delivery.
      Holdings and Borrower have delivered to Administrative Agent a complete and
      correct copy of (i) the Acquisition Agreement and of all exhibits and schedules
      thereto as of the date hereof and (ii) copies of any material amendment,
      restatement, supplement or other modification to or waiver of the Acquisition
      Agreement entered into after the date hereof. 

     

    (b)
      Conditions
      Precedent.
      On the
      Closing Date, (i) all of the conditions to effecting or consummating the
      Acquisition set forth in the Acquisition Agreement have been duly satisfied
      or
      waived (with the prior consent of the Administrative Agent if the Administrative
      Agent reasonably determines such waiver is materially adverse to the Lenders),
      and (ii) the Acquisition has been consummated in accordance with the Acquisition
      Agreement and all applicable laws.

     

    4.24.
      Compliance
      with Statutes, etc. Each
      of
      Holdings and its Subsidiaries is in compliance with all applicable statutes,
      regulations and orders of, and all applicable restrictions imposed by, all
      Governmental Authorities, in respect of the conduct of its business and the
      ownership of its property (including compliance with all applicable
      Environmental Laws with respect to any Real Estate Asset or governing its
      business and the requirements of any permits issued under such Environmental
      Laws with respect to any such Real Estate Asset or the operations of Holdings
      or
      any of its Subsidiaries), except such non-compliance that, individually or
      in
      the aggregate, could not reasonably be expected to result in a Material Adverse
      Effect. 

    


    
      
        
          
          

        

        
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    4.25.
      Disclosure.
      The
      representations or warranties of the Credit Parties contained in any Credit
      Document or in any other documents, certificates or written statements furnished
      to any Agent or Lender by or on behalf of Holdings or any of its Subsidiaries
      for use in connection with the transactions contemplated hereby concerning
      the
      Credit Parties or the transactions contemplated hereby, taken as a whole, do
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      (known to Holdings or Borrower, in the case of any document not furnished by
      either of them) necessary in order to make the statements contained herein
      or
      therein not misleading in light of the circumstances in which the same were
      made. Any projections and pro forma financial information contained in such
      materials are based upon good faith estimates and assumptions believed by
      Holdings or Borrower to be reasonable at the time made, it being recognized
      by
      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. There are no facts known
      (or
      which should upon the reasonable exercise of diligence be known) to Holdings
      or
      Borrower (other than matters of a general economic nature) that, individually
      or
      in the aggregate, could reasonably be expected to result in a Material Adverse
      Effect and that have not been disclosed herein or in such other documents,
      certificates and statements furnished by Credit Parties to Lenders for use
      in
      connection with the transactions contemplated hereby.

     

    4.26.
      Patriot Act.
      To the
      extent applicable, each Credit Party is in compliance, in all material respects,
      with the (i) Trading with the Enemy Act, as amended, and each of the
      foreign assets control regulations of the United States Treasury Department
      (31
      CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation
      or
      executive order relating thereto, and (ii) Uniting and Strengthening
      America by Providing Appropriate Tools Required to Intercept and Obstruct
      Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Loans will
      be used, directly or indirectly, for any payments to any governmental official
      or employee, political party, official of a political party, candidate for
      political office, or anyone else acting in an official capacity, in order to
      obtain, retain or direct business or obtain any improper advantage, in violation
      of the United States Foreign Corrupt Practices Act of 1977, as amended.


     

    4.27.
      Private Offering; Rule 144A Matters.

    


    (a)
      Neither Borrower nor any Guarantor has issued or sold Loans, the instruments
      evidencing such Loans, or Exchange Notes to anyone other than the Lenders.
      No
      securities of the same class as the Loans, the instruments evidencing such
      Loans, or the Exchange Notes have been issued or sold by Borrower or any
      Guarantor within the six-month period immediately prior to the date hereof.
      Borrower and each Guarantor agrees that neither it, nor anyone acting on its
      behalf, will (i) offer the Loans, the instruments evidencing such Loans or
      the
      Exchange Notes so as to subject the making, issuance and/or sale of the Loans,
      the instruments evidencing such Loans or the Exchange Notes, to the registration
      or prospectus delivery requirements of the Securities Act or (ii) offer any
      similar securities for issuance or sale to, or solicit any offer to acquire
      any
      of the same from, or otherwise approach or negotiate with respect to the same
      with, anyone if the issuance or sale of the Loans, the instruments evidencing
      such Loans, the Exchange Notes and any such securities would be integrated
      as a
      single offering for the purposes of the Securities Act, including without
      limitation, Regulation D thereunder, in such a manner as would require
      registration under the Securities Act thereof. Each Loan Note and (subject
      to
      the terms of the Exchange Note Indenture) each of the Exchange Notes shall
      have
      a legend setting forth the restrictions on the transferability thereof imposed
      by the Securities Act for so long as such restrictions apply.

    


    
      
        
          
          

        

        
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    (b)
      In
      the case of each offer, sale or issuance of the Loans or the Exchange Notes,
      no
      form of general solicitation or general advertising was or will be used by
      Borrower or any Guarantor or their representatives, including, but not limited
      to, advertisements, articles, notices or other communications published in
      any
      newspaper, magazine or similar medium or broadcast over television or radio,
      or
      any seminar or meeting whose attendees have been invited by any general
      solicitation or general advertising; provided
      that no
      representation or warranty is made with respect to the conduct of the Lenders
      or
      their Affiliates (other than GS Direct, L.L.C., Holdings or any Subsidiary
      of
      Holdings).

     

    (c)
      The
      Exchange Notes will be eligible for resale pursuant to Rule 144A under the
      Securities Act. When the Exchange Notes are issued, authenticated and delivered
      pursuant to the Exchange Note Indenture, they will not be of the same class
      (within the meaning of Rule 144A(d) (3) under the Securities Act) as any other
      security of Borrower or any Guarantor that is listed on a national securities
      exchange registered under Section 6 of the Exchange Act or that is quoted in
      a
      United States automated interdealer quotation system. Neither the issuance
      of
      the Exchange Notes nor the execution, delivery and performance of the Credit
      Documents and Related Agreements (other than the Registration Rights Agreement)
      will require the qualification of an indenture under the Trust Indenture
      Act.

     

    4.28.
      Senior Debt and Designated Senior Debt.
      This
      Agreement, the Loans created hereunder and all present and future Obligations
      constitute (or
      will
      constitute, in the case of the Exchange Notes, if any) the
      “Senior Unsecured Credit Facility,” “Senior Debt” and “Designated Senior Debt”
under and as such terms are defined in the Subordinated Unsecured Credit
      Facility and in the Subordinated Exchange Notes, if any. Without limiting the
      foregoing, all present and future Obligations are hereby designated as “Senior
      Debt” and “Designated Senior Debt” in each case as such terms are used in the
      Subordinated Unsecured Credit Facility and in the Subordinated Exchange Notes,
      if applicable. 

     

    SECTION
      5. AFFIRMATIVE COVENANTS

     

    Each
      Credit Party covenants and agrees that, so long as any Commitment is in effect
      and until payment in full of all Obligations (other than contingent
      indemnification Obligations), each Credit Party shall perform, and shall cause
      each of its Subsidiaries to perform, all covenants in this Section
      5.

     

    5.1.
      Financial
      Statements and Other Reports.
      Holdings
      will deliver to Administrative Agent, (with sufficient copies for
      Lenders):

     

    (a)
      Monthly
      Reports.
      So long
      as any Interim Loan or Subordinated Unsecured Interim Loan remains
      outstanding, as soon as available, and in any event within 45 days after the
      end
      of each month ending after the Closing Date, commencing with September 2007,
      the
      consolidated balance sheet of Borrower and its Subsidiaries as at the end of
      such month and the related consolidated statements of income and cash flows
      of
      Borrower and its Subsidiaries for such month and for the period from the
      beginning of the then current Fiscal Year to the end of such month, setting
      forth in each case in comparative form the corresponding figures for the
      corresponding periods of the previous Fiscal Year, all in reasonable detail
      and,
      only to the extent any such financial statements are not required to be filed
      by
      Borrower or any of its Subsidiaries with any securities exchange or with the
      Securities and Exchange Commission or any governmental or private regulatory
      authority, a Financial Officer Certification, with respect thereto.

     

    
      
        
          
          

        

        
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    (b)
      Quarterly
      Financial Statements.
      As soon
      as available, and in any event within 50 days after the end of each Fiscal
      Quarter of each Fiscal Year, commencing with the Fiscal Quarter in which the
      Closing Date occurs, the consolidated balance sheets of Borrower and its
      Subsidiaries as at the end of such Fiscal Quarter and the related consolidated
      statements of income and cash flows of Borrower and its Subsidiaries for such
      Fiscal Quarter and for the period from the beginning of the then current Fiscal
      Year to the end of such Fiscal Quarter, setting forth in each case in
      comparative form the corresponding figures for the corresponding periods of
      the
      previous Fiscal Year, all in reasonable detail (it being understood that the
      Form 10-Q filed with the Securities and Exchange Commission shall be
      acceptable), together with a Narrative Report and, only to the extent any such
      financial statements are not required to be filed by Borrower or any of its
      Subsidiaries with any securities exchange or with the Securities and Exchange
      Commission or any governmental or private regulatory authority, a Financial
      Officer Certification, with respect thereto; 

     

    (c)
      Annual
      Financial Statements.
      As soon
      as available, and in any event within 120 days after the end of each Fiscal
      Year, commencing with the Fiscal Year in which the Closing Date occurs,
      (i) the consolidated balance sheets of Borrower and its Subsidiaries as at
      the end of such Fiscal Year and the related consolidated statements of income,
      stockholders’ equity and cash flows of Borrower and its Subsidiaries for such
      Fiscal Year, setting forth in each case in comparative form the corresponding
      figures for the previous Fiscal Year, in reasonable detail (it being understood
      that the Form 10-K filed with the Securities and Exchange Commission shall
      be
      acceptable), together with a Narrative Report and, only to the extent any such
      financial statements are not required to be filed by Borrower or any of its
      Subsidiaries with any securities exchange or with the Securities and Exchange
      Commission or any governmental or private regulatory authority, a Financial
      Officer Certification, with respect thereto; and (ii) with respect to such
      consolidated financial statements a report thereon of KPMG or other independent
      certified public accountants of recognized national standing selected by
      Borrower, and reasonably satisfactory to Administrative Agent (which report
      shall be unqualified as to going concern and scope of audit, and shall state
      that such consolidated financial statements fairly present, in all material
      respects, the consolidated financial position of Borrower and its Subsidiaries
      as at the dates indicated and the results of their operations and their cash
      flows for the periods indicated in conformity with GAAP and that the examination
      by such accountants in connection with such consolidated financial statements
      has been made in accordance with generally accepted auditing
      standards);

     

    (d)
      [RESERVED];

    


    
      
        
          
          

        

        
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    (e)
      Statements
      of Reconciliation after Change in Accounting Principles.
      If, as
      a result of any change in accounting principles and policies from those used
      in
      the preparation of the Historical Financial Statements, the consolidated
      financial statements of Borrower and its Subsidiaries delivered pursuant to
      Section 5.1(b) or 5.1(c) will differ in any material respect from the
      consolidated financial statements that would have been delivered pursuant to
      such section had no such change in accounting principles and policies been
      made,
      then, together with the first delivery of such financial statements after such
      change, one or more statements of reconciliation for such financial statements
      in form and substance satisfactory to Administrative Agent upon the reasonable
      request of the Administrative Agent;

     

    (f)
      Notice
      of Default.
      Promptly upon any Senior Officer of Holdings or Borrower obtaining knowledge
      (i)
      of any condition or event that constitutes a Default or an Event of Default
      or
      that notice has been given to Holdings or Borrower with respect thereto;
      (ii) that any Person has given any notice to Holdings or any of its
      Subsidiaries or taken any other action with respect to any event or condition
      set forth in Section 8.1(b); or (iii) of the occurrence of any event or change
      that has caused or evidences, either in any case or in the aggregate, a Material
      Adverse Effect, a certificate of its Authorized Officer specifying the nature
      and period of existence of such condition, event or change, or specifying the
      notice given and action taken by any such Person and the nature of such claimed
      Event of Default, Default, default, event or condition, and what action Borrower
      has taken, is taking and proposes to take with respect thereto;

     

    (g)
      Notice
      of Litigation.
      Promptly upon any Senior Officer of Holdings or Borrower obtaining knowledge
      of
      the institution of, or written threat of, any Adverse Proceeding not previously
      disclosed in writing by Borrower to Lenders, that if adversely determined could
      be reasonably expected to have a Material Adverse Effect;

     

    (h)
      ERISA.
      (i)
      Promptly upon becoming aware of the occurrence of or forthcoming occurrence
      of
      any ERISA Event, a written notice specifying the nature thereof, what action
      Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates
      has taken, is taking or proposes to take with respect thereto and, when known,
      any action taken or threatened by the Internal Revenue Service, the Department
      of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness,
      copies of (1) each Schedule B (Actuarial Information) to the annual report
      (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their
      respective ERISA Affiliates with respect to each Pension Plan; (2) all notices
      received by Holdings, any of its Subsidiaries or any of their respective ERISA
      Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and
      (3)
      copies of such other documents or governmental reports or filings relating
      to
      any Employee Benefit Plan as Administrative Agent shall reasonably
      request;

     

    (i)
      Financial
      Plan.
      As soon
      as practicable and in any event no later than forty-five days after the
      beginning of each Fiscal Year, a consolidated financial forecast for such Fiscal
      Year (or portion thereof) (a “Financial
      Plan”),
      including (i) a forecasted consolidated balance sheet and forecasted
      consolidated statements of income and cash flows of Borrower and its
      Subsidiaries for each such Fiscal Year, and an explanation of the assumptions
      on
      which such forecasts are based and (ii) forecasted consolidated statements
      of income and cash flows of Borrower and its Subsidiaries for each Fiscal
      Quarter of such Fiscal Year;

     

    
      
        
          
          

        

        
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    (j)
      Insurance
      Report.
      A
      certificate from Borrower’s insurance broker(s) in form and substance
      satisfactory to Administrative Agent, as reasonably requested by the
      Administrative Agent, outlining all material insurance coverage maintained
      as of
      the date of such certificate by Holdings and its Subsidiaries;

     

    (k)
      Notice
      Regarding Material Contracts.
      Together with the delivery of the quarterly financial statements pursuant to
      Section 5.1(b) and the annual financial statements pursuant to Section 5.1(c),
      notice of (i) any Material Contract of Holdings or any of its Subsidiaries
      constituting in excess of 10% of total revenues of Holdings and its Subsidiaries
      on a consolidated basis that is terminated and (ii) any default under a Material
      Contract of Holdings or any of its Subsidiaries that could reasonably be
      expected to have a Material Adverse Effect, in each case, together with a
      written statement describing such event and an explanation of any actions being
      taken with respect thereto;

     

    (l)
      [Reserved];

     

    (m)
      [Intentionally
      Omitted];
      

     

    (n)
      Other
      Information.
      (A)
      Promptly upon their becoming available, copies of (i) all regular and
      periodic reports and all registration statements and prospectuses, if any,
      filed
      by Holdings or any of its Subsidiaries with any securities exchange or with
      the
      Securities and Exchange Commission or any governmental or private regulatory
      authority, and (ii) all press releases and other statements made available
      generally by Holdings or any of its Subsidiaries to the public concerning
      material developments in the business of Holdings or any of its Subsidiaries,
      and (B) such other information and data with respect to Holdings or any of
      its
      Subsidiaries as from time to time may be reasonably requested by Administrative
      Agent or any Lender;
      and

     

    (o)
      Certification
      of Public Information.
      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 Holdings, its Subsidiaries or their securities)
      and,
      if documents or notices required to be delivered pursuant to this Section 5.1
      or
      otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or
      another relevant website or other information platform (the “Platform”),
      any
      document or notice that Borrower has indicated contains only publicly available
      information with respect to Holdings and its Subsidiaries may be
      posted on that portion of the Platform designated for such public-side
      Lenders. If Borrower has not indicated whether a document or notice delivered
      pursuant to this Section 5.1 contains only publicly available information,
      Administrative Agent reserves the right to 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 Holdings, its Subsidiaries and
      their securities.  Notwithstanding the foregoing, the Borrower shall use
      commercially reasonably efforts to indicate whether any document or notice
      contains only publicly available information.

     

    (p)
      Delivery
      of Information.
      Documents required to be delivered pursuant to Sections 5.1(a), 5.1(b), 5.1(c),
      5.1(e) or 5.1(i) may be delivered electronically, and if so delivered, shall
      be
      deemed to have been delivered on the date (i) on which Borrower posts such
      documents or provides a link thereto on Borrower’s website on the Internet at
      the website address listed on Appendix B; or (ii) on which such documents are
      posted on Borrower’s behalf on the Platform, if any, to which each Lender and
      the Administrative Agent have access (whether a commercial, third-party website
      or whether sponsored by the Administrative Agent); provided
      that:
      (x) Borrower shall deliver paper copies of such documents to the Administrative
      Agent or any Lender that requests Borrower to deliver such paper copies until
      a
      written request to cease delivering paper copies is given by the Administrative
      Agent or such Lender and (y) Borrower shall notify (which may be by facsimile
      or
      electronic mail) the Administrative Agent and each Lender of the posting of
      any
      such documents and provide to the Administrative Agent by electronic mail
      electronic versions (i.e., soft copies) of such documents. 

    


    
      
        
          
          

        

        
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    5.2.
      Existence.
      Except
      as otherwise permitted under Section 6.8, each Credit Party will, and will
      cause
      each of its Subsidiaries to, at all times preserve and keep in full force and
      effect (i) its existence and (ii) all rights and franchises, licenses and
      permits material to its business; except in the case of clause (ii) to the
      extent that failure to do so could not reasonably be expected to have a Material
      Adverse Effect.

     

    5.3.
      Payment
      of Taxes and Claims.
      Each
      Credit Party will, and will cause each of its Subsidiaries to, pay all material
      Taxes imposed upon it or any of its properties or assets or in respect of any
      of
      its income, businesses or franchises before any penalty or fine accrues thereon,
      and all claims (including claims for labor, services, materials and supplies)
      for sums that have become due and payable and that by law have or may become
      a
      Lien upon any of its properties or assets, prior to the time when any penalty
      or
      fine shall be incurred with respect thereto; provided,
      no such
      Tax or claim need be paid if it is being contested in good faith by appropriate
      proceedings promptly instituted and diligently conducted, so long as adequate
      reserve or other appropriate provision, as shall be required in conformity
      with
      GAAP, shall have been made therefor. No Credit Party will, nor will it permit
      any of its Subsidiaries to, file or consent to the filing of any consolidated
      income tax return with any Person (other than Holdings or any of its
      Subsidiaries).

     

    5.4.
      Maintenance
      of Properties.
      Each
      Credit Party will, and will cause each of its Subsidiaries to, maintain or
      cause
      to be maintained in good repair, working order and condition, ordinary wear
      and
      tear excepted, all material properties used or useful in the business of
      Holdings and its Subsidiaries and from time to time will make or cause to be
      made all appropriate repairs, renewals and replacements thereof, all subject
      to
      and in accordance with its usual custom and practice and provided that nothing
      herein shall be deemed to restrict any Credit Party or any of its Subsidiaries
      from carrying out alterations and improvements to, or changing the use of,
      any
      assets in the ordinary course of its business.

     

    5.5.
      Insurance.
      Holdings
      will maintain or cause to be maintained, with financially sound and reputable
      insurers, such public liability insurance, third party property damage
      insurance, business interruption insurance and casualty insurance with respect
      to liabilities, losses or damage in respect of the assets, properties and
      businesses of Holdings and its Subsidiaries as may customarily be carried or
      maintained under similar circumstances by Persons of established reputation
      engaged in similar businesses, in each case in such amounts (giving effect
      to
      self-insurance), with such deductibles, covering such risks and otherwise on
      such terms and conditions as shall be customary for such Persons. 

    


    
      
        
          
          

        

        
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    5.6.
      Books
      and Records; Inspections.
      Each
      Credit Party will, and will cause each of its Subsidiaries to, keep proper
      books
      of record and accounts in which full, true and correct entries in conformity
      in
      all material respects with GAAP shall be made of all dealings and transactions
      in relation to its business and activities. Each Credit Party will, and will
      cause each of its Subsidiaries to, permit any authorized representatives
      designated by any Lender to visit and inspect any of the properties of any
      Credit Party and any of its respective Subsidiaries, to inspect, copy and take
      extracts from its and their financial and accounting records, and to discuss
      its
      and their affairs, finances and accounts with its and their officers and
      independent public accountants, all upon prior reasonable notice and at such
      reasonable times during normal business hours and as often as may reasonably
      be
      requested but so as not to interfere with the normal business and operations
      of
      Borrower; provided
      that
      notwithstanding anything to the contrary contained herein, (i) each Lender
      shall
      at all times coordinate with the Administrative Agent the frequency and timing
      of any such visits and inspections so as to reasonably minimize the burden
      imposed on the Credit Parties, (ii) a representative of Borrower shall be given
      the opportunity to be present for any communication with the independent
      accountants and (iii) so long as no Event of Default shall be continuing, the
      Credit Parties shall not be obligated to pay for more than one such inspection
      per calendar year. 

     

    5.7.
      Lenders
      Meetings.
      Holdings
      and Borrower will, upon the request of Administrative Agent or Requisite
      Lenders, participate in a meeting of Administrative Agent and Lenders once
      during each Fiscal Year to be held at Borrower’s corporate offices (or at such
      other location as may be agreed to by Borrower and Administrative Agent) at
      such
      time as may be agreed to by Borrower and Administrative Agent.

     

    5.8.
      Compliance
      with Laws.
      Each
      Credit Party will comply, and shall cause each of its Subsidiaries to comply,
      with the requirements of all applicable laws, rules, regulations and orders
      of
      any Governmental Authority (including all Environmental Laws), noncompliance
      with which could reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect.

     

    5.9.
      Environmental.

     

    (a)
      Environmental
      Disclosure.
      Holdings will deliver to Administrative Agent:

     

    (i)
      as
      soon as practicable following receipt thereof, copies of all environmental
      audits, investigations, analyses and reports of any kind or character, whether
      prepared by personnel of Holdings or any of its Subsidiaries or by independent
      consultants, governmental authorities or any other Persons, with respect to
      significant environmental matters at any Facility or with respect to any
      Environmental Claims;

     

    (ii)
      promptly upon the occurrence thereof, written notice describing in reasonable
      detail (1) any Release required to be reported to any federal, state or local
      governmental or regulatory agency under any applicable Environmental Laws,
      (2) any remedial action taken by Holdings or any other Person in response
      to (A) any Hazardous Materials Activities the existence of which has a
      reasonable possibility of resulting in one or more Environmental Claims having,
      individually or in the aggregate, a Material Adverse Effect, or (B) any
      Environmental Claims that, individually or in the aggregate, have a reasonable
      possibility of resulting in a Material Adverse Effect, and (3) Holdings’ or
      Borrower’s discovery of any occurrence or condition on any real property
      adjoining or in the vicinity of any Facility that could cause such Facility
      or
      any part thereof to be subject to any material restrictions on the ownership,
      occupancy, transferability or use thereof under any Environmental
      Laws;

    


    
      
        
          
          

        

        
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    (iii)
      as
      soon as practicable following the sending or receipt thereof by Holdings or
      any
      of its Subsidiaries, a copy of any and all written communications with respect
      to (1) any Environmental Claims that, individually or in the aggregate, have
      a
      reasonable possibility of giving rise to a Material Adverse Effect, (2) any
      Release required to be reported to any federal, state or local governmental
      or
      regulatory agency, and (3) any request for information from any
      governmental agency that suggests such agency is investigating whether Holdings
      or any of its Subsidiaries may be potentially responsible for any Hazardous
      Materials Activity;

     

    (iv)
      prompt written notice describing in reasonable detail (1) any proposed
      acquisition of stock, assets, or property by Holdings or any of its Subsidiaries
      that could reasonably be expected to (A) expose Holdings or any of its
      Subsidiaries to, or result in, Environmental Claims that could reasonably be
      expected to have, individually or in the aggregate, a Material Adverse Effect
      or
      (B) affect the ability of Holdings or any of its Subsidiaries to maintain in
      full force and effect all material Governmental Authorizations required under
      any Environmental Laws for their respective operations and (2) any proposed
      action to be taken by Holdings or any of its Subsidiaries to modify current
      operations in a manner that could reasonably be expected to subject Holdings
      or
      any of its Subsidiaries to any additional material obligations or requirements
      under any Environmental Laws; and

     

    (v)
      with
      reasonable promptness, such other documents and information as from time to
      time
      may be reasonably requested by Administrative Agent in relation to any matters
      disclosed pursuant to this Section 5.9(a).

     

    (b)
      Hazardous
      Materials Activities, Etc.
      Each
      Credit Party shall promptly take, and shall cause each of its Subsidiaries
      promptly to take, any and all actions necessary to (i) cure any violation of
      applicable Environmental Laws by such Credit Party or its Subsidiaries that
      could reasonably be expected to have, individually or in the aggregate, a
      Material Adverse Effect, and (ii) make an appropriate response to any
      Environmental Claim against such Credit Party or any of its Subsidiaries and
      discharge any obligations it may have to any Person thereunder where failure
      to
      do so could reasonably be expected to have, individually or in the aggregate,
      a
      Material Adverse Effect.

     

    5.10.
      Subsidiaries.
      In the
      event that any Person becomes a Domestic Subsidiary of Borrower, Borrower shall
      (a) promptly cause such Domestic Subsidiary to become a Guarantor hereunder
      by executing and delivering to Administrative Agent a Counterpart Agreement,
      and
      (b) take all such actions and execute and deliver, or cause to be executed
      and
      delivered, all such documents, instruments, agreements, and certificates as
      are
      similar to those described in Sections 3.1(b) and 3.1(l) and any evidence of
      insurance. With respect to each such Subsidiary, Borrower shall promptly send
      to
      Administrative Agent written notice setting forth with respect to such Person
      (i) the date on which such Person became a Subsidiary of Borrower, and
      (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with
      respect to all Subsidiaries of Borrower; and such written notice shall be deemed
      to supplement Schedules 4.1 and 4.2 for all purposes hereof.

    


    
      
        
          
          

        

        
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    5.11.
      Other
      Agreements. Borrower
      shall comply with the terms of the Fee Letter and the Engagement Letter, in
      each
      case, as such agreement is in effect from time to time.

     

    5.12.
      Interest
      Rate Protection.
      No later
      than sixty (60) days following the Closing Date and at all times thereafter
      until the third anniversary of the Closing Date, Borrower shall obtain and
      cause
      to be maintained protection against fluctuations in interest rates pursuant
      to
      one or more Interest Rate Agreements in form and substance reasonably
      satisfactory to Administrative Agent and Syndication Agent, in order to ensure
      that no less than 50% of the aggregate principal amount of the total
      Indebtedness for borrowed money of Holdings and its Subsidiaries outstanding
      at
      Closing Date is either (i) subject to such Interest Rate Agreements or (ii)
      Indebtedness that bears interest at a fixed rate.

     

    5.13.
      Further
      Assurances.
      At any
      time or from time to time upon the request of Administrative Agent, each Credit
      Party will, at its expense, promptly execute, acknowledge and deliver such
      further documents and do such other acts and things as Administrative Agent
      may
      reasonably request in order to effect fully the purposes of the Credit
      Documents. In furtherance and not in limitation of the foregoing, each Credit
      Party shall take such actions as Administrative Agent may reasonably request
      from time to time to ensure that the Obligations are guarantied by the
      Guarantors.

     

    5.14.
      Miscellaneous
      Covenants.
      Unless
      otherwise consented to by Agents or Requisite Lenders:

     

    (a) Maintenance
      of Ratings.
      At all
      times, Borrower shall use commercially reasonable efforts to maintain ratings
      issued by Moody’s and S&P with respect to its senior unsecured debt (it
      being understood that Borrower is under no obligation to maintain any particular
      level of rating issued by Moody’s or S&P).

     

    (b) [RESERVED].

     

    5.15.
      Merger.
      Borrower shall cause the Merger to occur immediately prior to the funding of
      Interim Loans on the Closing Date.

     

    5.16.
      Exchange
      Note Indenture.
      Prior
      to
      the twelve-month anniversary of the Closing Date:

     

    (a)
      The
      Borrower and the Administrative Agent shall negotiate, in good faith, an
      Exchange Note Indenture, containing the terms specified in Exhibit J hereto
      and
      otherwise in a form reasonably acceptable to the Administrative Agent and the
      Borrower. The Exchange Notes to be issued from time to time pursuant to Section
      2.3 of this Agreement, shall be issued in the form set forth in or attached
      to
      the Exchange Note Indenture. 

     

    (b)
      The
      Borrower and each Subsidiary Guarantor shall execute and deliver the Exchange
      Note Indenture;

    


    
      
        
          
          

        

        
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    (c)
      The
      Borrower and each Subsidiary Guarantor shall provide to the Administrative
      Agent
      and the Exchange Note Trustee copies of resolutions of its Board of Directors
      approving the execution and delivery of the Exchange Note Indenture, the
      issuance of the Exchange Notes thereunder, and such related matters as are
      typically covered in similar transactions, together with a customary certificate
      of the secretary of the Borrower or such Subsidiary Guarantor certifying such
      resolutions;

     

    (d)
      Borrower and the Administrative Agent shall negotiate, in good faith, a
      Registration Rights Agreement, containing the terms specified in Exhibit J
      hereto and otherwise in a form reasonably acceptable to the Administrative
      Agent
      and the Borrower; 

     

    (e)
      The
      Borrower and each Subsidiary Guarantor shall execute and deliver the
      Registration Rights Agreement;

     

    (f)
      The
      Borrower and each Subsidiary Guarantor shall provide to the Lenders copies
      of
      resolutions of its Board of Directors approving the execution and delivery
      of
      the Registration Rights Agreement, together with a customary certificate of
      the
      secretary of the Borrower or such Subsidiary Guarantor certifying such
      resolutions; and

     

    (g)
      The
      Borrower shall use commercially reasonable efforts to provide or cause to be
      provided, from time to time, such other documents, including but not limited
      to,
      corporate records, officer’s certificates, legal opinions, and all other
      documents customarily required in connection with the issuance of securities
      in
      similar transactions, as may be reasonably requested by the Administrative
      Agent;

     

    provided
      that,
      if the
      Borrower and the Subsidiary Guarantors fail to execute and deliver the Exchange
      Note Indenture in accordance with the provisions of Section 5.16(a) and 5.16(b),
      respectively, prior to the twelve-month anniversary of the closing date, then
      Sections 5.16(a) and 5.16(b) shall be deemed satisfied if the Borrower and
      each
      Subsidiary Guarantor (i) execute an Exchange Note Indenture on the twelve-month
      anniversary of the Closing Date, which Exchange Note Indenture shall contain
      negative covenants which are substantially similar to those contained within
      this Agreement, and (ii) comply with the provisions of Sections 5.16(c),
      5.16(d), 5.16(e), 5.16(f), and 5.16(g) no later than the twelve-month
      anniversary of the Closing Date. 

     

    SECTION
      6. NEGATIVE COVENANTS

     

    Each
      Credit Party covenants and agrees that, so long as any Commitment is in effect
      and until payment in full of all Obligations (other than contingent
      indemnification Obligations), such Credit Party shall perform, and shall cause
      each of its Subsidiaries to perform, all covenants in this Section
      6.

     

    6.1.
      Indebtedness.
      No
      Credit Party shall, nor shall it permit any of its Subsidiaries to, directly
      or
      indirectly, create, incur, assume or guaranty, or otherwise become or remain
      directly or indirectly liable with respect to any Indebtedness,
      except:

     

    (a)
      the
      Obligations;

    


    
      
        
          
          

        

        
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    (b)
      (i)
      Indebtedness of any Guarantor Subsidiary owing to Borrower or to any other
      Guarantor Subsidiary, or of Borrower to any Guarantor Subsidiary, (ii)
      Indebtedness of any Subsidiary of Borrower that is not a Guarantor owing to
      Holdings or Borrower or any Subsidiary of Borrower in aggregate principal amount
      that, together with Indebtedness under clause (ii) of Section 6.1(g), does
      not
      exceed at any time $10,000,000 in excess of the amount set forth on Schedule
      6.1(b); and (iii) Indebtedness of Holdings or Borrower or any Guarantor
      Subsidiary owing to any Subsidiary of Holdings or the Borrower that is not
      a
      Guarantor Subsidiary; provided,
      (i) all
      such Indebtedness shall be evidenced by the Intercompany Note, (ii) all such
      Indebtedness payable by a Credit Party shall be unsecured and subordinated
      in
      right of payment to the payment in full of the Obligations pursuant to the
      terms
      of the Intercompany Note, and (iii) any payment by any such Guarantor Subsidiary
      under any guaranty of the Obligations shall result in a pro tanto reduction
      of
      the amount of any Indebtedness owed by such Subsidiary to Borrower or to any
      of
      its Subsidiaries for whose benefit such payment is made;

     

    (c)
      Indebtedness incurred by Holdings or any of its Subsidiaries arising from
      agreements providing for indemnification, adjustment of purchase price or
      similar obligations (including, so long as all payments of interest, principal
      and premium on such Indebtedness are made, when due, with the proceeds from
      a
      capital contribution to, or the issuance of any Equity Interests of, Holdings
      or
      the Borrower consummated after the Closing Date, Indebtedness consisting of
      the
      deferred purchase price of property acquired in a Permitted Acquisition) or
      from
      guaranties or letters of credit, surety bonds or performance bonds securing
      the
      performance of Borrower or any such Subsidiary pursuant to such agreements,
      in
      connection with Permitted Acquisitions or permitted dispositions of any
      business, assets or Subsidiary of Holdings or any of its
      Subsidiaries;

     

    (d)
      Indebtedness which may be deemed to exist pursuant to any guaranties, letter
      of
      credit reimbursement obligations, performance, surety, statutory, appeal or
      similar obligations incurred in the ordinary course of business;

     

    (e)
      Indebtedness in respect of netting services, overdraft protections and otherwise
      in connection with deposit accounts;

     

    (f)
      guaranties in the ordinary course of business of the obligations of suppliers,
      customers, franchisees and licensees of Holdings and its
      Subsidiaries;

     

    (g)
      (i)
      guaranties by Borrower of Indebtedness of a Guarantor Subsidiary or guaranties
      by a Guarantor Subsidiary or (ii) guaranties of Indebtedness of any Subsidiary
      (other than a Guarantor Subsidiary as referred to in clause (i) above) not
      in
      excess of, together with Indebtedness under clause (ii) of Section 6.1(b),
      at
      any time $10,000,000 in excess of the amount set forth on Schedule 6.1(b),
      of
      Indebtedness of Borrower or another Guarantor Subsidiary with respect, in each
      case, to Indebtedness otherwise permitted to be incurred pursuant to this
      Section 6.1; provided
      that if
      the Indebtedness that is being guarantied is unsecured and/or subordinated
      to
      the Obligations, the guaranty shall also be unsecured and/or subordinated to
      the
      Obligations;

     

    (h)
      Indebtedness in connection with the repurchase otherwise permitted hereunder
      of
      equity issued to current or former employees, executives or directors of a
      Credit Party (including any promissory notes issued by a Credit Party to
      repurchase equity of employees, executives or directors of a Credit Party)
      in an
      amount not to exceed $2,300,000 in the aggregate at any time
      outstanding;

    


    
      
        
          
          

        

        
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    (i)
      Indebtedness in an amount not to exceed $20,000,000 in the aggregate at any
      time
      outstanding when aggregated with amounts under Section 6.1(m) consisting of
      subordinated Indebtedness of Borrower or any of its Subsidiaries issued to
      a
      seller in connection with a Permitted Acquisition and which is subordinated
      (in
      a manner customary for a seller note) in right of payment to the Obligations,
      so
      long as all payments of interest, principal and premium on such Indebtedness
      are
      made, when due, with the proceeds from a capital contribution to, or the
      issuance of any Equity Interests of, Holdings or the Borrower consummated after
      the Closing Date;

     

    (j)
      the
      incurrence by any Foreign Subsidiary of Holdings of Indebtedness owing to
      Persons other than Holdings and any of its Subsidiaries in an aggregate
      principal amount (or accreted value, as applicable) at any time outstanding,
      not
      to exceed the sum of $23,000,000;

     

    (k)
      any
      Indebtedness described in Schedule 6.1(a), but not any extensions, renewals
      or replacements of such Indebtedness except (i) renewals and extensions
      expressly provided for in the agreements evidencing any such Indebtedness as
      the
      same are in effect on the date of this Agreement, (ii) refinancings and
      extensions of any such Indebtedness if the average life to maturity thereof
      is
      greater than or equal to that of the Indebtedness being refinanced or extended
      and the terms and conditions thereof are not less favorable to the obligor
      thereon or to the Lenders than the Indebtedness being refinanced or extended,
      and (iii) refinancings in an amount equal to the accrued but unpaid interest
      on
      such refinanced Indebtedness and a reasonable premium or other reasonable amount
      paid, and fees and expenses reasonably incurred, in connection with such
      refinancing; provided,
      such
      Indebtedness permitted under the immediately preceding clause (i), (ii) or
      (iii)
      above shall not (A) include Indebtedness of an obligor that was not an obligor
      with respect to the Indebtedness being extended, renewed or refinanced, (B)
      exceed in a principal amount the Indebtedness being renewed, extended or
      refinanced,
      other
      than reasonable premiums or other reasonable amounts paid, and fees and expenses
      reasonably incurred, in connection with such renewal, extension or
      refinancing
      or (C)
      be incurred, created or assumed if any Event of Default has occurred and is
      continuing or would result therefrom;

     

    (l)
      Indebtedness with respect to Capital Leases
      and
      purchase money Indebtedness in an aggregate amount not to exceed $11,500,000;
      provided,
      any
      such Indebtedness (i) shall be secured only by the asset acquired in connection
      with the incurrence of such Indebtedness, and (ii) shall constitute not less
      than 90% of the aggregate consideration paid with respect to such asset;


     

    (m)
      (i)
      Indebtedness of a Person or Indebtedness attaching to assets of a Person that,
      in either case, becomes a Subsidiary or Indebtedness attaching to assets that
      are acquired by Borrower or any of its Subsidiaries, in each case after the
      Closing Date as the result of a Permitted Acquisition, in an aggregate amount
      not to exceed $20,000,000 at any one time outstanding (when aggregated with
      amounts under Section 6.1(i)), provided that (x) such Indebtedness existed
      at
      the time such Person became a Subsidiary or at the time such assets were
      acquired and, in each case, was not created in anticipation thereof and (y)
      such
      Indebtedness is not guaranteed in any respect by Holdings or any Subsidiary
      (other than by any such person that so becomes a Subsidiary), and (ii) any
      refinancing, refunding, renewal or extension of any Indebtedness specified
      in
      subclause (i) above, provided, that (1) 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, (2)
      the
      direct and contingent obligors with respect to such Indebtedness are not changed
      and (3) such Indebtedness shall not be secured by any assets other than the
      assets securing the Indebtedness being renewed, extended or refinanced;
provided further,
      that in
      each case, all payments of interest, principal and premium on such Indebtedness
      are made, when due, with the proceeds from capital contribution to, or the
      issuance of any Equity Interests of, Holdings or the Borrower consummated after
      the Closing Date; 

    


    
      
        
          
          

        

        
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    (n)
      other
      unsecured Indebtedness of Holdings, the Borrower and/or its Subsidiaries or
      other subordinated Indebtedness (not including any other amounts permitted
      under
      this Section 6.1) in an aggregate amount not to exceed at any time
      $5,000,000;

     

    (o)
      Indebtedness
      under Hedge Agreements;
      

     

    (p)
      the
      incurrence by the Borrower or any Guarantor of secured Indebtedness and letters
      of credit, guarantees and other obligations under the Senior Secured Credit
      Facility and extensions, refinancings or replacements thereof in an aggregate
      principal amount at any one time outstanding under this clause (p) (with letters
      of credit being deemed to have a principal amount equal to the maximum potential
      liability of the Borrower and its Subsidiaries thereunder) not to exceed the
      sum
      of (i) $575,000,000, (ii) the Incremental Amount and (iii) the amount of any
      fees, underwriting discounts, premiums, prepayment penalties and other costs
      and
      expenses incurred in connection with extending, refinancing, renewing, replacing
      or refunding Indebtedness and letters of credit incurred under such Senior
      Secured Credit Facility pursuant to this clause (p), less
      the sum
      of the amount of Net Asset Sale Proceeds and the amount of Net
      Insurance/Condemnation Proceeds that are applied to repay Indebtedness incurred
      pursuant to this clause (p) to the extent that such repayment results in a
      permanent commitment reduction thereunder;

     

    (q)
      the
      incurrence by the Borrower (and guarantees thereof by the Guarantors) of
      Indebtedness that extends, refinances or replaces all or any portion of (x)
      the
      Loans and related Obligations and (y) the Exchange Notes (including, without
      limitation, (A) in the case of the Interim Loans, the Term Loans and (B) in
      the
      case of the Term Loans, the Exchange Notes) or extensions, refinancings or
      replacements thereof; provided
      that,
      unless all amounts under the Loans and related Obligations are being refinanced
      or replaced with the proceeds of such Indebtedness, (i) the average life to
      maturity of such Indebtedness shall be greater than or equal to that of the
      Indebtedness being extended, refinanced or replaced, (ii) the aggregate
      principal amount of such Indebtedness shall not exceed the sum of (1) the
      principal amount of the Indebtedness being extended, refinanced or replaced,
      (2)
      an amount equal to the accrued but unpaid interest on the Indebtedness being
      extended, refinanced or replaced and (3) any premium or other amount paid,
      and
      fees and expenses reasonably incurred, in connection with such extension,
      refinancing or replacement and (iii) such Indebtedness shall not include
      Indebtedness of an obligor that was not an obligor with respect to the
      Indebtedness being extended, renewed or refinanced; and

    


    
      
        
          
          

        

        
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    (r)
      the
      incurrence by the Borrower (and guarantees thereof by the Guarantors) of the
      Subordinated Unsecured Interim Loans and Indebtedness that extends, refinances
      or replaces all or any portion of the Subordinated Unsecured Interim Loans
      (including, without limitation, the Subordinated Unsecured Term Loans and the
      Subordinated Exchange Notes) or extensions, refinancings or replacements
      thereof; provided
      that (i)
      the average life to maturity of such Indebtedness shall be greater than or
      equal
      to that of the Indebtedness being extended, refinanced or replaced, (ii) the
      aggregate principal amount of such Indebtedness shall not exceed the sum of
      (1)
      the principal amount of the Indebtedness being extended, refinanced or replaced,
      (2) an amount equal to the accrued but unpaid interest on the Indebtedness
      being
      extended, refinanced or replaced and (3) any premium or other amount paid,
      and
      fees and expenses reasonably incurred, in connection with such extension,
      refinancing or replacement, (iii) such Indebtedness shall not include
      Indebtedness of an obligor that was not an obligor with respect to the
      Indebtedness being extended, renewed or refinanced and (iv) such
      Indebtedness is subordinated in right of payment to the Loans
      and
      related Obligations
      on terms
      not materially less favorable to the Lenders than those contained in the
      documentation governing the Indebtedness being
      extended, refinanced or replaced.

     

    To
      the
      extent that the creation, incurrence or assumption of any Indebtedness could
      be
      attributable to more than one subsection of this Section 6.1 (other than clause
      (p)), Borrower may allocate such Indebtedness to any one or more of such
      subsections and in no event shall the same portion of Indebtedness be deemed
      to
      utilize or be attributable to more than one item.

     

    The
      Borrower will not incur, create, issue, assume, guarantee or otherwise become
      liable for any Indebtedness that is contractually subordinate or junior in
      right
      of payment to any Indebtedness of the Borrower unless such Indebtedness is
      expressly subordinated in right of payment to the Loans to the same extent
      and
      in the same manner as such Indebtedness is subordinated to other Indebtedness
      of
      the Borrower; provided
      that
      this sentence shall not apply to Indebtedness incurred pursuant to clause (p)
      of
      this Section 6.1. No Guarantor will incur, create, issue, assume, guarantee
      or
      otherwise become liable for any Indebtedness that is contractually subordinate
      or junior in right of payment to any Indebtedness of such Guarantor unless
      such
      Indebtedness is expressly subordinated in right of payment to such Guarantor's
      Guaranty to the same extent and in the same manner as such Indebtedness is
      subordinated to other Indebtedness of the Borrower; provided
      that
      this sentence shall not apply to any Guarantor’s guarantee of Indebtedness
      incurred by the Borrower pursuant to clause (p) of this Section 6.1. No such
      Indebtedness will be considered to be senior by virtue of being secured on
      a
      first or junior priority basis. For purposes of the foregoing, no Indebtedness
      will be deemed to be contractually subordinate or junior in right of payment
      to
      any other Indebtedness of the Borrower or a Guarantor solely by virtue of being
      unsecured or by virtue of the fact that the holders of secured indebtedness
      have
      entered into intercreditor agreements giving one or more of such holders
      priority over the other holders in the collateral held by them.

     

    6.2.
      Liens.
      No
      Credit Party shall, nor shall it permit any of its Subsidiaries to create,
      incur, assume or permit to exist any Lien on or with respect to any property
      or
      asset of any kind (including any document or instrument in respect of goods
      or
      accounts receivable) of Holdings or any of its Subsidiaries, whether now owned
      or hereafter acquired or licensed, or any income, profits or royalties
      therefrom, or file or permit the filing of, or permit to remain in effect,
      any
      financing statement or other similar notice of any Lien with respect to any
      such
      property, asset, income, profits or royalties under the UCC of any State or
      under any similar recording or notice statute or under the intellectual property
      laws, rules or procedures, except:

    


    
      
        
          
          

        

        
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    (a)
      Liens
      securing Indebtedness and other obligations, including fees, costs and premiums
      incurred pursuant to clause 6.1(p) and any refinancings thereof and Hedge
      Agreements equally and ratably secured by the collateral securing such
      Indebtedness; 

     

    (b)
      Liens
      for Taxes that are not yet required to be paid pursuant to Section 5.3 and
      Liens
      for Taxes if obligations with respect to such Taxes are being contested in
      good
      faith by appropriate proceedings promptly instituted and diligently
      conducted;

     

    (c)
      statutory and contractual Liens of landlords, banks (and rights of set-off),
      of
      carriers, warehousemen, suppliers, mechanics, repairmen, workmen and
      materialmen, and other Liens imposed by law (other than any such Lien imposed
      pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by
      ERISA), in each case incurred in the ordinary course of business (i) for amounts
      not yet overdue or (ii) for amounts that are overdue and that (in the case
      of
      any such amounts overdue for a period in excess of five days) are being
      contested in good faith by appropriate proceedings, so long as such reserves
      or
      other appropriate provisions, if any, as shall be required by GAAP shall have
      been made for any such contested amounts;

     

    (d)
      Liens
      incurred in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, or
      to
      secure the performance of tenders, statutory obligations, surety and appeal
      bonds, bids, leases, government contracts, trade contracts, performance and
      return-of-money bonds and other similar obligations (exclusive of obligations
      for the payment of borrowed money or other Indebtedness);

     

    (e)
      easements, rights-of-way, restrictions, encroachments, and other minor defects
      or irregularities in title, in each case which do not and will not interfere
      in
      any material respect with the ordinary conduct of the business of Holdings
      or
      any of its Subsidiaries;

     

    (f)
      any
      interest or title of a lessor or sublessor under any lease of real estate or
      personal property permitted hereunder;

     

    (g)
      Liens
      solely on any cash earnest money deposits made by Holdings or any of its
      Subsidiaries in connection with any letter of intent or purchase agreement
      permitted hereunder;

     

    (h)
      purported Liens evidenced by the filing of precautionary UCC financing
      statements relating solely to operating leases of personal property entered
      into
      in the ordinary course of business;

     

    (i)
      Liens
      in favor of customs and revenue authorities or freight handlers or forwarders
      arising as a matter of law to secure payment of customs duties in connection
      with the importation of goods;

     

    (j)
      any
      zoning or similar law or right reserved to or vested in any governmental office
      or agency to control or regulate the use of any real property;

    


    
      
        
          
          

        

        
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    (k)
      licenses and sublicenses of patents, copyrights, trademarks and other
      intellectual property rights granted by Holdings or any of its Subsidiaries
      in
      the ordinary course of business and not interfering in any respect with the
      ordinary conduct of or materially detracting from the value of the business
      of
      Borrower or such Subsidiary;

     

    (l)
      Liens
      described in Schedule 6.2 or disclosed on a title report; and

     

    (m)
      Liens
      securing Indebtedness permitted pursuant to Section 6.1(l); provided,
      any
      such Lien shall encumber only the asset acquired, constructed or improved with
      the proceeds of such Indebtedness
      and
      substitutions and replacements thereof and accessions and attachments thereto
      and extensions, renewals, replacements of such Liens, provided that any
      extension renewal or replacement is no more restrictive in any material respect
      than the Liens so extended, renewed or replaced and does not extend to any
      additional property or asset;

     

    (n)
      any
      attachment or judgment Lien not constituting an Event of Default under Section
      8.1(h);

     

    (o)
      customary rights of set off, bankers’ lien, refund or charge back under deposit
      agreements, the UCC or common law of banks or other financial institutions
      where
      Borrower or any of its Subsidiaries maintains deposits (other than deposits
      intended as cash collateral) in the ordinary course of business;

     

    (p)
      Liens
      to secure Indebtedness permitted by Section 6.1(j); provided
      that
      such Liens shall be limited solely to the assets of the Foreign Subsidiary
      obligated with respect to such Indebtedness;

     

    (q)
      Liens
      in favor of Holdings or any Subsidiary; 

     

    (r)
      [RESERVED];

     

    (s)
      Liens
      securing Indebtedness from extensions, renewals or replacements, in whole or
      in
      part, of any Lien described in this Section 6.2; provided
      that any
      such extension, renewals or replacement is no more restrictive in any material
      respect than the Lien so extended, renewed or replaced and does not extend
      to
      any additional property or assets; 

     

    (t)
      Customary rights of first refusal, “tag-along” and “drag-along” rights, and put
      and call arrangements under joint venture agreements;

     

    (u)
      other
      Liens securing Indebtedness in an aggregate amount not to exceed $5,000,000
      at
      any time outstanding; 

     

    (v)
      Liens
      securing reimbursement obligations in respect of documentary letters of credit
      or bankers’ acceptances, provided
      that
      such Liens attach only to the documents, goods covered thereby and proceeds
      thereof, and are subordinated to the Obligations;

     

    (w)
      Liens
      in connection with cash collateral, if any, securing Existing Letters of Credit
      provided in connection with closing the transactions contemplated hereby;
      and

    


    
      
        
          
          

        

        
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    (x)
      Liens
      on
      cash collateral not in excess of $2,000,000 to be pledged to Bank of America,
      N.A. on the Closing Date to secure obligations of the Credit Parties owing
      to
      Bank of America, N.A. from time to time, in respect of overdrafts and related
      liabilities arising from treasury, depositary and cash management services,
      including in connection with automated clearing house transfers and other
      similar transactions.

     

    6.3.
      [RESERVED]. 

     

    6.4.
      Restricted
      Junior Payments.
      No
      Credit Party shall, nor shall it permit any of its Subsidiaries or Affiliates
      through any manner or means or through any other Person to, declare, order,
      pay,
      make or set apart, or agree to declare, order, pay, make or set apart, any
      sum
      for any Restricted Junior Payment except that:

     

    (a)
      Borrower may make (i) regularly scheduled payments of interest in respect of
      any
      subordinated Indebtedness permitted hereby in
      accordance with the terms of, and only to the extent required by, and subject
      to
      the subordination provisions contained in, the indenture or other agreement
      pursuant to which such subordinated Indebtedness was issued and
      (ii)
      so long as no Default shall have occurred and be continuing, a payment on the
      Subordinated Unsecured Indebtedness in an amount equal to the amount required
      under Section 2.8(h) of the Subordinated Unsecured Credit Facility or any
      equivalent provision in any refinancing thereof permitted by this
      Agreement;

     

    (b)
      Borrower may make Restricted Junior Payments to Holdings (i) in an aggregate
      amount not to exceed $862,500 in any Fiscal Year, to the extent necessary to
      permit Holdings or its parent entity to pay general administrative costs and
      expenses and out-of-pocket legal, accounting and filing and other general
      corporate overhead costs of Holdings or its parent entity actually incurred
      by
      Holdings or its parent entity and (ii) to the extent necessary to permit
      Holdings to discharge the consolidated tax liabilities of Holdings and its
      Subsidiaries and to pay franchise taxes and other fees required to maintain
      its
      existence, in each case so long as Holdings applies the amount of any such
      Restricted Junior Payment for such purpose;

     

    (c)
      Borrower may pay, or make Restricted Junior Payments to Holdings to pay (and
      Holdings may pay), management and transaction fees and expenses to
      Sponsor or
      Affiliates of
      Sponsor consistent with Section 6.11;

     

    (d)
      any
      Credit Party (other than Holdings) may make Restricted Junior Payments to any
      other Credit Party (other than Holdings);

     

    (e)
      any
      Subsidiary of Borrower that is not a Credit Party may make Restricted Junior
      Payments to (i) any Credit Party, and (ii) any Subsidiary of Borrower that
      is
      not a Credit Party;

    


    
      
        
          
          

        

        
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    (f)
      so
      long
      as no Event of Default shall have occurred and be continuing or shall be caused
      thereby, Borrower may repurchase, redeem or otherwise acquire or retire for
      value any Equity Interests of Borrower or any of its Subsidiaries held by any
      current or former officer, director,
      consultant
      or
      employee of Borrower or any of its Subsidiaries,
      or his
      or her estate, spouse, former spouse, or family member (or pay principal or
      interest on any Indebtedness issued in connection with such repurchase,
      redemption or other acquisition) and may make Restricted Junior Payments to
      Holdings utilized for the repurchase, redemption or other acquisition or
      retirement for value of any Equity Interests of Holdings held by any current
      or
      former officer, director, employee or consultant of Borrower or any of its
      Subsidiaries, or his or her estate, spouse, former spouse, or family member
      (or
      for the payment of principal or interest on any Indebtedness issued in
      connection with such repurchase, redemption or other acquisition) in each
      case,
      pursuant
      to any equity subscription agreement, stock option agreement, shareholders’
agreement or similar agreement
      or
      benefit plan of any kind;
      provided
      that the
      aggregate price paid for all such repurchased, redeemed, acquired or retired
      Equity Interests may not exceed $1,150,000
      in any calendar year period (with unused amounts in any immediately preceding
      calendar year being carried over to the succeeding calendar year subject to
      a
      maximum carry-over amount of $1,150,000 in any calendar year);
      provided further,
      that
      Borrower may repurchase Equity Interests of Leonard Borow for Cash equal to
      the
      amount of his contribution to an Affiliate of Borrower as of the date hereof
      if
      Leonard Borow fails to make specified payments pursuant to the employment
      agreement between Leonard Borow and Borrower or if Leonard Borow’s employment is
      terminated by Borrower pursuant to such employment agreement; provided further,
      that
      such amount in any calendar year may be increased by an amount not to
      exceed:

     

    (i)
      the
      cash proceeds from the sale of Equity Interests of Borrower and, to the extent
      contributed to Borrower as common equity capital, Equity Interests of any of
      Borrower’s direct or indirect parent entities, in each case to members of
      management, directors or consultants of Borrower, any of its Subsidiaries or
      any
      of its direct or indirect parent entities that occurs after the Closing Date,
      plus

     

    (ii)
      the
      cash proceeds of key person life insurance policies, if any, received by
      Borrower and its Subsidiaries after the Closing Date.

     

    (g)
      Borrower and its Subsidiaries may redeem or repurchase Equity Interests in
      exchange for Equity Interests or with the proceeds of a substantially
      contemporaneous sale of Equity Interests, or a substantially contemporaneous
      receipt of a capital contribution; 

     

    (h)
      Borrower and its Subsidiaries may repay, repurchase, redeem or otherwise acquire
      for value any subordinated Indebtedness (including any Subordinated Unsecured
      Indebtedness) with the proceeds of Indebtedness permitted by Section 6.1(l),
      (n)
      or (r) or with the proceeds of a substantially contemporaneous sale of Equity
      Interests, or a substantially contemporaneous receipt of a capital contribution;
      and

     

    (i)
      the
      redemption, repurchase or other acquisition for value of any Equity Interests
      of
      any Foreign Subsidiary that is held by any Person that is not an Affiliate
      of
      Borrower to the extent required by applicable laws, rules or regulations;
provided
      that the
      amount of any such redemptions, repurchases or other acquisitions shall not
      exceed $5,750,000 during the term of this Agreement.

    


    
      
        
          
          

        

        
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    6.5.
      Restrictions
      on Subsidiary Distributions.
      Except
      as provided herein, no Credit Party shall, nor shall it permit any of its
      Subsidiaries to, create or otherwise cause or suffer to exist or become
      effective any consensual encumbrance or restriction of any kind on the ability
      of any Subsidiary of Borrower to (a) pay dividends or make any other
      distributions on any of such Subsidiary’s Equity Interests owned by Borrower or
      any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed
      by such Subsidiary to Borrower or any other Subsidiary of Borrower,
      (c) make loans or advances to Borrower or any other Subsidiary of Borrower,
      or (d) transfer, lease or license any of its property or assets to Borrower
      or any other Subsidiary of Borrower other than restrictions (i) existing under
      this Agreement, (ii) in agreements evidencing Indebtedness permitted by Section
      6.1(l) that impose restrictions on the property so acquired, (iii) by reason
      of
      customary provisions restricting assignments, subletting or other transfers
      contained in leases, licenses, asset or stock sale agreement, joint venture
      agreements and similar agreements entered into in the ordinary course of
      business, (iv) that are or were created by virtue of any transfer of, agreement
      to transfer or option or right with respect to any property, assets or Equity
      Interests not otherwise prohibited under this Agreement, (v) described on
      Schedule 6.5, (vi) in the Senior Secured Credit Documents or the Subordinated
      Unsecured Credit Documents as in effect on the Closing Date or as modified
      in
      accordance with this Agreement and any substantially identical provisions in
      agreements refinancing the Senior Secured Credit Documents or the Subordinated
      Unsecured Credit Documents as permitted hereunder, (vii) in agreements
      evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions
      on
      the Foreign Subsidiary obligated on such Indebtedness, (viii) in agreements
      or
      instruments that prohibit the payment of dividends or the making of other
      distributions with respect to any Equity Interest of a Person other than on
      a
      pro rata basis, (ix) in any instrument governing Indebtedness or Equity
      Interests of a Person acquired by Holdings or one of its Subsidiaries as in
      effect at the time of such acquisition (except to the extent such Indebtedness
      or Equity Interests was incurred or issued in connection with or in
      contemplation of such acquisition), so long as the encumbrance or restriction
      thereunder is not applicable to any Person, or the properties or assets of
      any
      Person, other than the Person or property or assets of the Person so acquired,
      (x) arising under applicable laws, rules, regulations or orders, (xi) in the
      Exchange Note Indenture and Subordinated Exchange Note Indenture upon their
      respective execution and the Exchange Notes and Subordinated Exchange Notes
      upon
      their respective issuance, (xii) in any debt securities issued pursuant to
      the
      Fee Letter and the Engagement Letter, and (xiii) any encumbrance or restriction
      imposed by any amendments, modifications, restatements, increases, supplements,
      refundings, replacements, or refinancings of the contracts, instruments or
      obligations referred to in clauses (i) through (xii) above; provided
      that the
      encumbrances or restrictions in such amendments, modifications, restatements,
      renewals, increases, supplements, refundings, replacements or refinancings
      are
      not materially more restrictive, in the good faith judgment of the board of
      directors of Borrower, taken as a whole, than the encumbrances or restrictions
      prior to such amendment, modification, restatement, renewal, increase,
      supplement, refunding, replacement or refinancing.

     

    6.6.
      Investments.
      No
      Credit Party shall, nor shall it permit any of its Subsidiaries to, directly
      or
      indirectly, make or own any Investment in any Person, including any Joint
      Venture, except:

     

    (a)
      Investments in Cash and Cash Equivalents and, in the case of any Subsidiary
      of
      Holdings organized or operating in any country that is a member of the
      Organization for Cooperation and Economic Development, Foreign Cash Equivalents
      with respect to such country;

    


    
      
        
          
          

        

        
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    (b)
      (i)
      Investments owned as of the Closing Date in any Subsidiary and (ii) Investments
      made after the Closing Date in the Borrower and any wholly owned Guarantor
      Subsidiary;

     

    (c)
      Investments (i) in any Securities received in satisfaction or partial
      satisfaction thereof from financially troubled account debtors and
      (ii) deposits, prepayments and other credits to suppliers made in the
      ordinary course of business consistent with the past practices of Holdings
      and
      its Subsidiaries;

     

    (d)
      intercompany loans and other Indebtedness to the extent permitted under Section
      6.1;

     

    (e)
      Consolidated Capital Expenditures with respect to Borrower and the
      Guarantors;

     

    (f)
      Permitted Acquisitions permitted pursuant to Section 6.8;

     

    (g)
      Investments described in Schedule 6.6 and renewals or extensions of any
      such Investment to the extent not involving any additional Investments other
      than as the result of the accrual or accretion of interest or original issue
      discount or the issuance of pay-in-kind securities, in each case pursuant to
      the
      terms of such Investments as in effect on the date of this
      Agreement;

     

    (h)
      extensions of credit to customers or advances, deposits and payment to or with
      suppliers, lessors or utilities or for workers’ compensation, in each case, in
      the ordinary course of business that are recorded as accounts receivable,
      prepaid expenses or deposits on the balance sheet of Borrower and its
      Subsidiaries prepared in accordance with GAAP;

     

    (i)
      Investments constituting non-Cash consideration received by Borrower or any
      of
      its Subsidiaries in connection with permitted Asset Sales and other sales and
      dispositions permitted under Section 6.8;

     

    (j)
      Investments under Hedge Agreements to the extent permitted under Section
      6.1;

     

    (k)
      loans, guarantees of loans, advance, and other extensions of credit to current
      and former officers, directors, employees, and consultants of Holdings, a
      Subsidiary of Holdings, or a direct or indirect parent of Holdings for the
      purpose of permitting such Persons to purchase Equity Interests of Borrower,
      Holdings or any direct or indirect parent of Holdings, not to exceed $3,000,000
      in aggregate outstanding at any time;

     

    (l)
      Investments resulting from a Permitted Acquisition, which Investments at the
      time of such acquisition were held by the acquired Person and were not acquired
      in contemplation of the acquisition of such Person;

     

    (m)
      Investments
      in Joint Ventures engaged in a business conducted by Borrower and its
      Subsidiaries and having an aggregate value (measured on the date each such
      Investment was made and without giving effect to subsequent changes in value),
      when taken together with all other Investments made pursuant to this clause
      (m)
      since the Closing Date, in an aggregate amount not to exceed at any time
      $11,500,000; provided
      that
      with respect to any such Joint Venture that is not domiciled in the United
      States, such Joint Venture shall be organized or operating in any country that
      is a member of the Organization for Cooperation and Economic
      Development;

    


    
      
        
          
          

        

        
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    (n)
      other
      Investments by Credit Parties in Subsidiaries (other than wholly owned
      Guarantors) in an aggregate amount not to exceed at any time
      $11,500,000;

     

    (o)
      Investments made by non-Guarantor Subsidiaries (other than the Borrower) in
      other non-Guarantor Subsidiaries (other than the Borrower);

     

    (p)
      Investments in deposit accounts opened in the ordinary course of business to
      the
      extent that such deposit accounts are in compliance with the provisions
      of
      the Credit Documents;

     

    (q)
      Investments consisting of proceeds of equity issuances; 

     

    (r)
      Investments in variable rate bonds having, at the time of the acquisition
      thereof, one of the two highest ratings obtainable from S&P or Moody’s,
      which are tied to short term interest rates that are reset through an auction
      process that occurs no less frequently than once every 45 days; and


     

    (s)
      other
      Investments to the extent not included above in an amount not to exceed
      $5,750,000 (measured at the time of such Investment, or, if lower, the market
      value of such Investment).

     

    Notwithstanding
      the foregoing, in no event shall any Credit Party make any Investment which
      results in any Restricted Junior Payment not otherwise permitted under the
      terms
      of Section 6.4.

     

    6.7.
      [Reserved]. 

     

    6.8.
      Fundamental
      Changes; Disposition of Assets; Acquisitions.
      No
      Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into
      any transaction of merger or consolidation, or liquidate, wind-up or dissolve
      itself (or suffer any liquidation or dissolution), or convey, sell, lease or
      license, exchange, transfer or otherwise dispose of, in one transaction or
      a
      series of transactions, all or any part of its business, assets or property
      of
      any kind whatsoever, whether real, personal or mixed and whether tangible or
      intangible, whether now owned or hereafter acquired, leased or licensed, or
      acquire by purchase or otherwise (other than purchases or other acquisitions
      of
      inventory, materials and equipment and Capital Expenditures in the ordinary
      course of business) the business, or all or substantially all of the property
      or
      fixed assets of, or stock or other evidence of beneficial ownership of, any
      Person or any division or line of business or other business unit of any Person,
      except:

     

    (a)
      any
      Subsidiary of Borrower may be merged with or into Borrower or any Guarantor
      Subsidiary, or be liquidated, wound up or dissolved, or all or any part of
      its
      business, property or assets may be conveyed, sold, leased, transferred or
      otherwise disposed of, in one transaction or a series of transactions, to
      Borrower or any Guarantor Subsidiary; provided,
      in the
      case of such a merger, Borrower or such Guarantor Subsidiary, as applicable
      shall be the continuing or surviving Person and any Subsidiary of Holdings
      which
      is not a Guarantor Subsidiary may be merged with or into any wholly-owned
      Subsidiary which is not a Guarantor Subsidiary, or be liquidated, wound up
      or
      dissolved, or all or any part of its business, property or assets may be
      conveyed, sold, leased, transferred or otherwise disposed of, in one transaction
      or a series of transactions to any wholly-owned Subsidiary which is not a
      Guarantor Subsidiary;

    


    
      
        
          
          

        

        
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    (b)
      sales, leases, licenses or other dispositions of assets that do not constitute
      Asset Sales;

     

    (c)
      (v)
      Asset Sales (valued at the principal amount thereof in the case of non-Cash
      proceeds consisting of notes or other debt Securities and valued at fair market
      value in the case of other non-Cash proceeds) the proceeds of which (i) are
      (other than as set forth in clauses (w), (x) and (y)), less than $11,500,000
      with respect to any single Asset Sale or series of related Asset Sales and
      (ii)
      when aggregated with the proceeds of all other Asset Sales made within the
      same
      Fiscal Year, are less than $23,000,000; (w) the Potential Radar Sale; (x) the
      Potential ATS Sale; (y) the Potential Wireless Sale; and (z) sale and lease-back
      transactions permitted pursuant to Section 6.10; provided,
      in the
      case of clauses (v), (w), (x) and (y) of this Section 6.8(c), (1) the
      consideration received for such assets shall be in an amount at least equal
      to
      the fair market value thereof (determined in good faith by the board of
      directors of Borrower (or similar governing body)), (2) no less than 80% thereof
      shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be
      applied as required by Section 2.14(a); provided further,
      that,
      (I) solely in the case of clause (x), the Total Leverage Ratio of Borrower
      and
      its Subsidiaries as of the last day of the most recently ended Fiscal Quarter
      (which for the first Fiscal Quarter ending after the Closing Date, shall be
      the
      first full quarter thereafter rather than a stub period), is less than
      6:00:1.00, calculated on a pro forma basis after giving effect to such sale
      and
      the application of the Net Asset Sale Proceeds therefrom as required or
      permitted hereunder and (II) solely in the case of clause (y), the Total
      Leverage Ratio of Borrower and its Subsidiaries as of the last day of the most
      recently ended Fiscal Quarter (which for the first quarter after the Closing
      Date, shall be the first full quarter thereafter rather than a stub period),
      calculated on a pro forma basis after giving effect to such sale and the
      application of the Net Asset Sale Proceeds therefrom as permitted or required
      hereby, is no higher than the Total Leverage Ratio of Borrower and its
      Subsidiaries as of such date, calculated giving effect to such sale and the
      application of such Net Asset Sale Proceeds;

     

    (d)
      disposals of obsolete, worn out, condemned or surplus property;

     

    (e)
      Permitted Acquisitions (including with respect to acquisition targets not
      domiciled within the United States solely to the extent such entity is organized
      or operating in any country that is a member of the Organization
      for Cooperation and Economic Development),
      the
      Acquisition Consideration for which constitutes (i) less than $20,000,000 in
      the
      aggregate in any Fiscal Year, and (ii) less than $100,000,000 in the aggregate
      from the Closing Date to the date of determination; plus the value of any equity
      or proceeds of equity issued in connection therewith; provided
      that no
      proceeds from the incurrence of Indebtedness (other than Indebtedness permitted
      under Section 6.1(c), (i) or (m) hereof) shall be used for Acquisition
      Consideration;

    


    
      
        
          
          

        

        
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    (f)
      Investments made in accordance with Section 6.6;

     

    (g)
      the
      lapse of registered immaterial intellectual property of Holdings or any of
      its
      Subsidiaries that is no longer useful;

     

    (h)
      the
      settlement or write-off of accounts receivable or sale of overdue accounts
      receivable for collection in the ordinary course of business consistent with
      past practice; and

     

    (i)
      the
      termination, surrender or sublease of a real estate lease of Holdings or any
      of
      its Subsidiaries in the ordinary course of business.

     

    6.9.
      Disposal
      of Subsidiary Interests.
      Except
      for any sale of all of its interests in the Equity Interests of any of its
      Subsidiaries in compliance with the provisions of Section 6.8 and except for
      Permitted Liens, no Credit Party shall, nor shall it permit any of its
      Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise
      encumber or dispose of any Equity Interests of any of its Subsidiaries, except
      to qualify directors if required by applicable law; or (b) permit any of its
      Subsidiaries directly or indirectly to sell, assign, pledge or otherwise
      encumber or dispose of any Equity Interests of any of its Subsidiaries, except
      to another Credit Party (subject to the restrictions on such disposition
      otherwise imposed hereunder), or to qualify directors if required by applicable
      law.

     

    6.10.
      Sales
      and Lease-Backs.
      No
      Credit Party shall, nor shall it permit any of its Subsidiaries to, directly
      or
      indirectly, become or remain liable as lessee or as a guarantor or other surety
      with respect to any lease of any property (whether real, personal or mixed)
      having a fair market value in excess of $30,000,000 in the aggregate for all
      such property subject to any lease described in this Section, whether now owned
      or hereafter acquired, which such Credit Party (a) has sold or transferred
      or is
      to sell or to transfer to any other Person (other than Holdings or any of its
      Subsidiaries), or (b) intends to use for substantially the same purpose as
      any other property which has been or is to be sold or transferred by such Credit
      Party to any Person (other than Holdings or any of its Subsidiaries) in
      connection with such lease.

     

    6.11.
      Transactions
      with Shareholders and Affiliates. No
      Credit
      Party shall, nor shall it permit any of its Subsidiaries to, enter into or
      permit to exist any transaction (including the purchase, sale, lease or exchange
      of any property or the rendering of any service) with any Affiliate of Holdings
      on terms that are less favorable to Holdings or that Subsidiary, as the case
      may
      be, than those that might be obtained at the time from a Person who is not
      such
      a holder or Affiliate; provided,
      the
      foregoing restriction shall not apply to (a) any transaction between
      Borrower and any Guarantor Subsidiary; (b) reasonable and customary fees paid
      to
      members of the board of directors (or similar governing body) of Holdings and
      its Subsidiaries; (c) compensation arrangements for officers and other employees
      of Holdings and its Subsidiaries entered into in the ordinary course of
      business; (d) Restricted
      Junior Payments permitted pursuant to Section 6.4 and
      transactions described in Schedule 6.11; (e) (i) so long as no Default under
      Sections 8.1(a), (f) or (g) or any Event of Default has occurred and is
      continuing, payment of management fees and transaction fees to Sponsor and
      its
      Affiliates as set forth in the Advisory Agreement; provided
      that
      upon the occurrence and during the continuance of such a Default or an Event
      of
      Default, such advisory fees, management fees and transaction fees may accrue
      until payment is permitted upon cure or waiver of such Default or Event of
      Default and (ii) reimbursement of reasonable expenses (including indemnification
      obligations) actually incurred by Sponsor and its Affiliates, as set forth
      in
      the Advisory Agreement; (f) any transactions contemplated by and effected in
      connection with the transactions contemplated hereby, including the payment
      of
      reasonable fees and expenses related thereto; or (g) the existence of, and
      the
      performance by any Credit Party of its obligations under the terms of, any
      limited liability company, limited partnership or other Organizational Document
      or securityholders agreement (including any registration rights agreement or
      purchase agreement related thereto) to which it is a party on the Closing Date
      and which has been disclosed to the Lenders, as in effect on the Closing
      Date.

    


    
      
        
          
          

        

        
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    6.12.
      Conduct
      of Business.
      From and
      after the Closing Date, no Credit Party shall, nor shall it permit any of its
      Subsidiaries to, engage in any business other than (i) the businesses
      engaged in by such Credit Party on the Closing Date and similar or related
      businesses and (ii) such other lines of business as may be consented to by
      Administrative Agent.

    


    6.13.
      Permitted
      Activities of Holdings.
      Holdings
      shall not (a) incur, directly or indirectly, any Indebtedness or any other
      obligation or liability whatsoever other than the Indebtedness and obligations
      under this Agreement, the other Credit Documents and the Related Agreements;
      (b)
      create or suffer to exist any Lien upon any property or assets now owned or
      hereafter acquired, leased or licensed by it other than the Liens permitted
      pursuant to Section 6.2; (c) engage in any business or activity or own any
      assets other than (i) holding 100% of the Equity Interests of Borrower, (ii)
      performing its obligations and activities incidental thereto under the Credit
      Documents, and to the extent not inconsistent therewith, the Related Agreements;
      and (iii) making Restricted Junior Payments and Investments to the extent
      permitted by this Agreement; (d) consolidate with or merge with or into, or
      convey, transfer, lease or license all or substantially all its assets to,
      any
      Person; (e) sell or otherwise dispose of any Equity Interest of any of its
      Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment
      in any Person other than Borrower; or (g) fail to hold itself out to the public
      as a legal entity separate and distinct from all other Persons (except that
      Holdings may merge with and into the Borrower).

     

    6.14.
      Amendments
      or Waivers of Organizational Documents and Certain Related
      Agreements.
      No
      Credit Party shall nor shall it permit any of its Subsidiaries to, agree to
      any
      material amendment, restatement, supplement or other modification to, or waiver
      of, any of its Organizational Documents or of its material rights under any
      Related Agreement after the Closing Date, if the effect of such amendment,
      restatement, supplement, modification or waiver (i) of any of its Organizational
      Documents would be adverse to any Credit Party or the Lenders, or (ii) with
      respect to any Related Agreement, would (a) decrease the average life to
      maturity thereof, (b) except as provided in Section 6.1 and Section 6.4, with
      regard to the Subordinated Unsecured Credit Documents, alter the repayment
      or
      prepayment provisions or the price or terms at which the Borrower is required
      to
      repay or prepay any Subordinated Unsecured Indebtedness or (c) amend the
      provisions of Article 11 of the Subordinated Unsecured Credit Facility (which
      relate to subordination), in each case, without obtaining the prior written
      consent of Requisite Lenders to such amendment, restatement, supplement or
      other
      modification or waiver.

     

    6.15.
      Amendments
      with Respect to the Advisory Agreement.
      No
      Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or
      otherwise change the terms of the Advisory Agreement or make any payment
      consistent with an amendment thereof or change thereto, if the effect of such
      amendment or change, together with all other amendments or changes made, is
      to
      increase materially the obligations of any obligor thereunder or which would
      be
      materially adverse to the Lenders without the prior written consent of the
      Administrative Agent.

    


    
      
        
          
          

        

        
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    6.16.
      Fiscal
      Year.
      No
      Credit Party shall, nor shall it permit any of its Subsidiaries to change its
      Fiscal Year-end from June 30.

     

    SECTION
      7. GUARANTY

     

    7.1.
      Guaranty
      of the Obligations.
      Subject
      to the provisions of Section 7.2, Guarantors jointly and severally hereby
      irrevocably and unconditionally guaranty to Administrative Agent for the ratable
      benefit of the Beneficiaries the due and punctual payment in full of all
      Obligations when the same shall become due, whether at stated maturity, by
      required prepayment, declaration, acceleration, demand or otherwise (including
      amounts that would become due but for the operation of the automatic stay under
      Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a))
      (collectively, the “Guaranteed
      Obligations”).

     

    7.2.
      Contribution
      by Guarantors.
      All
      Guarantors desire to allocate among themselves (collectively, the “Contributing
      Guarantors”),
      in a
      fair and equitable manner, their obligations arising under this Guaranty.
      Accordingly, in the event any payment or distribution is made on any date by
      a
      Guarantor (a “Funding
      Guarantor”)
      under
      this Guaranty such that its Aggregate Payments exceeds its Fair Share as of
      such
      date, such Funding Guarantor shall be entitled to a contribution from each
      of
      the other Contributing Guarantors in an amount sufficient to cause each
      Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such
      date. “Fair
      Share”
      means,
      with respect to a Contributing Guarantor as of any date of determination, an
      amount equal to (a) the ratio of (i) the Fair Share Contribution Amount
      with respect to such Contributing Guarantor to (ii) the aggregate of the Fair
      Share Contribution Amounts with respect to all Contributing Guarantors
      multiplied by (b) the aggregate amount paid or distributed on or before such
      date by all Funding Guarantors under this Guaranty in respect of the Guaranteed
      Obligations. “Fair
      Share Contribution Amount”
      means,
      with respect to a Contributing Guarantor as of any date of determination, the
      maximum aggregate amount of the obligations of such Contributing Guarantor
      under
      this Guaranty that would not render its obligations hereunder or thereunder
      subject to avoidance as a fraudulent transfer or conveyance under Section 548
      of
      Title 11 of the United States Code or any comparable applicable provisions
      of
      state law; provided,
      solely
      for purposes of calculating the “Fair
      Share Contribution Amount”
      with
      respect to any Contributing Guarantor for purposes of this Section 7.2, any
      assets or liabilities of such Contributing Guarantor arising by virtue of any
      rights to subrogation, reimbursement or indemnification or any rights to or
      obligations of contribution hereunder shall not be considered as assets or
      liabilities of such Contributing Guarantor. “Aggregate
      Payments”
      means,
      with respect to a Contributing Guarantor as of any date of determination, an
      amount equal to (1) the aggregate amount of all payments and distributions
      made on or before such date by such Contributing Guarantor in respect of this
      Guaranty (including in respect of this Section 7.2), minus (2) the
      aggregate amount of all payments received on or before such date by such
      Contributing Guarantor from the other Contributing Guarantors as contributions
      under this Section 7.2. The amounts payable as contributions hereunder shall
      be
      determined as of the date on which the related payment or distribution is made
      by the applicable Funding Guarantor. The allocation among Contributing
      Guarantors of their obligations as set forth in this Section 7.2 shall not
      be
      construed in any way to limit the liability of any Contributing Guarantor
      hereunder. Each Guarantor is a third party beneficiary to the contribution
      agreement set forth in this Section 7.2.

    


    
      
        
          
          

        

        
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    7.3.
      Payment
      by Guarantors.
      Subject
      to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance
      of
      the foregoing and not in limitation of any other right which any Beneficiary
      may
      have at law or in equity against any Guarantor by virtue hereof, that upon
      the
      failure of Borrower to pay any of the Guaranteed Obligations when and as the
      same shall become due, whether at stated maturity, by required prepayment,
      declaration, acceleration, demand or otherwise (including amounts that would
      become due but for the operation of the automatic stay under Section 362(a)
      of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon
      demand pay, or cause to be paid, in Cash, to Administrative Agent for the
      ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid
      principal amount of all Guaranteed Obligations then due as aforesaid, accrued
      and unpaid interest on such Guaranteed Obligations (including interest which,
      but for Borrower’s becoming the subject of a case under the Bankruptcy Code,
      would have accrued on such Guaranteed Obligations, whether or not a claim is
      allowed against Borrower for such interest in the related bankruptcy case)
      and
      all other Guaranteed Obligations then owed to Beneficiaries as
      aforesaid.

     

    7.4.
      Liability
      of Guarantors Absolute.
      Each
      Guarantor agrees that its obligations hereunder are irrevocable, absolute,
      independent and unconditional and shall not be affected by any circumstance
      which constitutes a legal or equitable discharge of a guarantor or surety other
      than payment in full of the Guaranteed Obligations. In furtherance of the
      foregoing and without limiting the generality thereof, each Guarantor agrees
      as
      follows:

    


    (a)
      this
      Guaranty is a guaranty of payment when due and not of collectability. This
      Guaranty is a primary obligation of each Guarantor and not merely a contract
      of
      surety;

     

    (b)
      Administrative Agent may enforce this Guaranty upon the occurrence of an Event
      of Default notwithstanding the existence of any dispute between Borrower and
      any
      Beneficiary with respect to the existence of such Event of Default;

     

    (c)
      the
      obligations of each Guarantor hereunder are independent of the obligations
      of
      Borrower and the obligations of any other guarantors (including any other
      Guarantor) of the obligations of Borrower, and a separate action or actions
      may
      be brought and prosecuted against such Guarantor whether or not any action
      is
      brought against Borrower or any of such other guarantors and whether or not
      Borrower is joined in any such action or actions;

     

    (d)
      payment by any Guarantor of a portion, but not all, of the Guaranteed
      Obligations shall in no way limit, affect, modify or abridge any Guarantors’
liability for any portion of the Guaranteed Obligations which has not been
      paid.
      Without limiting the generality of the foregoing, if Administrative Agent is
      awarded a judgment in any suit brought to enforce any Guarantors’ covenant to
      pay a portion of the Guaranteed Obligations, such judgment shall not be deemed
      to release such Guarantor from its covenant to pay the portion of the Guaranteed
      Obligations that is not the subject of such suit, and such judgment shall not,
      except to the extent satisfied by such Guarantor, limit, affect, modify or
      abridge any other Guarantors’ liability hereunder in respect of the Guaranteed
      Obligations;

     

    
      
        
          
          

        

        
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    (e)
      any
      Beneficiary, upon such terms as it deems appropriate, without notice or demand
      and without affecting the validity or enforceability hereof or giving rise
      to
      any reduction, limitation, impairment, discharge or termination of any
      Guarantors’ liability hereunder, from time to time may (i) renew, extend,
      accelerate, increase the rate of interest on, or otherwise change the time,
      place, manner or terms of payment of the Guaranteed Obligations in accordance
      with their terms; (ii) settle, compromise, release or discharge, or accept
      or
      refuse any offer of performance with respect to, or substitutions for, the
      Guaranteed Obligations or any agreement relating thereto and/or subordinate
      the
      payment of the same to the payment of any other obligations; (iii) request
      and accept other guaranties of the Guaranteed Obligations and take and hold
      security for the payment hereof or the Guaranteed Obligations; (iv) in
      accordance with their terms release, surrender, exchange, substitute,
      compromise, settle, rescind, waive, alter, subordinate or modify, with or
      without consideration, any security for payment of the Guaranteed Obligations,
      any other guaranties of the Guaranteed Obligations, or any other obligation
      of
      any Person (including any other Guarantor) with respect to the Guaranteed
      Obligations; (v) enforce and apply any security now or hereafter held by or
      for the benefit of such Beneficiary in respect hereof or the Guaranteed
      Obligations and direct the order or manner of sale thereof, or exercise any
      other right or remedy that such Beneficiary may have against any such security,
      in each case as such Beneficiary in its discretion may determine consistent
      herewith or any applicable security agreement, including foreclosure on any
      such
      security pursuant to one or more judicial or nonjudicial sales, whether or
      not
      every aspect of any such sale is commercially reasonable, and even though such
      action operates to impair or extinguish any right of reimbursement or
      subrogation or other right or remedy of any Guarantors against Borrower or
      any
      security for the Guaranteed Obligations; and (vi) exercise any other rights
      available to it under the Credit Documents; and 

     

    (f)
      this
      Guaranty and the obligations of Guarantors hereunder shall be valid and
      enforceable and shall not be subject to any reduction, limitation, impairment,
      discharge or termination for any reason (other than payment in full of the
      Guaranteed Obligations), including the occurrence of any of the following,
      whether or not any Guarantors shall have had notice or knowledge of any of
      them:
      (i) any failure or omission to assert or enforce or agreement or election
      not to assert or enforce, or the stay or enjoining, by order of court, by
      operation of law or otherwise, of the exercise or enforcement of, any claim
      or
      demand or any right, power or remedy (whether arising under the Credit
      Documents, at law, in equity or otherwise) with respect to the Guaranteed
      Obligations or any agreement relating thereto, or with respect to any other
      guaranty of or security for the payment of the Guaranteed Obligations;
      (ii) any rescission, waiver, amendment or modification of, or any consent
      to departure from, any of the terms or provisions (including provisions relating
      to events of default) hereof, any of the other Credit Documents or any agreement
      or instrument executed pursuant thereto, or of any other guaranty or
      security for
      the
      Guaranteed Obligations, in each case whether or not in accordance with the
      terms
      hereof or such Credit Document or any agreement relating to such other guaranty
      or security; (iii) the Guaranteed Obligations, or any agreement relating
      thereto, at any time being found to be illegal, invalid or unenforceable in
      any
      respect; (iv) the application of payments received from any source (other
      than payments received pursuant to the other Credit Documents or from the
      proceeds of any security for the Guaranteed Obligations, except to the extent
      such security also serves as collateral for indebtedness other than the
      Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed
      Obligations, even though any Beneficiary might have elected to apply such
      payment to any part or all of the Guaranteed Obligations; (v) any
      Beneficiary’s consent to the change, reorganization or termination of the
      corporate structure or existence of Holdings or any of its Subsidiaries and
      to
      any corresponding restructuring of the Guaranteed Obligations; (vi) any
      failure to perfect or continue perfection of a security interest in any
      collateral which secures any of the Guaranteed Obligations; (vii) any
      defenses, set-offs or counterclaims which Borrower may allege or assert against
      any Beneficiary in respect of the Guaranteed Obligations, including failure
      of
      consideration, breach of warranty, payment, statute of frauds, statute of
      limitations, accord and satisfaction and usury; and (viii) any other act or
      thing or omission, or delay to do any other act or thing, which may or might
      in
      any manner or to any extent vary the risk of any Guarantors as obligors in
      respect of the Guaranteed Obligations.

    


    
      
        
          
          

        

        
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    7.5.
      Waivers
      by Guarantors.
      Each
      Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to
      require any Beneficiary, as a condition of payment or performance by such
      Guarantor, to (i) proceed against Borrower, any other guarantors (including
      any
      other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed
      against or exhaust any security held from Borrower, any such other guarantors
      or
      any other Person, (iii) proceed against or have resort to any balance of any
      Deposit Account or credit on the books of any Beneficiary in favor of Borrower
      or any other Person, or (iv) pursue any other remedy in the power of any
      Beneficiary whatsoever; (b) any defense arising by reason of the incapacity,
      lack of authority or any disability or other defense of Borrower or any other
      Guarantors including any defense based on or arising out of the lack of validity
      or the unenforceability of the Guaranteed Obligations or any agreement or
      instrument relating thereto or by reason of the cessation of the liability
      of
      Borrower or any other Guarantors from any cause other than payment in full
      of
      the Guaranteed Obligations; (c) any defense based upon any statute or rule
      of
      law which provides that the obligation of a surety must be neither larger in
      amount nor in other respects more burdensome than that of the principal; (d)
      any
      defense based upon any Beneficiary’s errors or omissions in the administration
      of the Guaranteed Obligations, except behavior which amounts to bad faith;
      (e)
      (i) any principles or provisions of law, statutory or otherwise, which are
      or
      might be in conflict with the terms hereof and any legal or equitable discharge
      of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of
      limitations affecting such Guarantor’s liability hereunder or the enforcement
      hereof, (iii) any rights to set-offs, recoupments and counterclaims, and
      (iv) promptness, diligence and any requirement that any Beneficiary
      protect, secure, perfect or insure any security interest or lien or any property
      subject thereto; (f) notices, demands, presentments, protests, notices of
      protest, notices of dishonor and notices of any action or inaction, including
      acceptance hereof, notices of default hereunder, notices of any renewal,
      extension or modification of the Guaranteed Obligations or any agreement related
      thereto, notices of any extension of credit to Borrower and notices of any
      of
      the matters referred to in Section 7.4 and any right to consent to any
      thereof; and (g) any defenses or benefits that may be derived from or afforded
      by law which limit the liability of or exonerate guarantors or sureties, or
      which may conflict with the terms hereof.

    


    
      
        
          
          

        

        
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    7.6.
      Guarantors’
      Rights of Subrogation, Contribution, etc.
      Until
      the Guaranteed Obligations shall have been paid in full, each Guarantor hereby
      waives any claim, right or remedy, direct or indirect, that such Guarantor
      now
      has or may hereafter have against Borrower or any other Guarantors or any of
      its
      assets in connection with this Guaranty or the performance by such Guarantor
      of
      its obligations hereunder, in each case whether such claim, right or remedy
      arises in equity, under contract, by statute, under common law or otherwise
      and
      including (a) any right of subrogation, reimbursement or indemnification that
      such Guarantor now has or may hereafter have against Borrower with respect
      to
      the Guaranteed Obligations, (b) any right to enforce, or to participate in,
      any
      claim, right or remedy that any Beneficiary now has or may hereafter have
      against Borrower, and (c) any benefit of, and any right to participate in,
      any
      collateral or security now or hereafter held by any Beneficiary. In addition,
      until the Guaranteed Obligations shall have been indefeasibly paid in full,
      each
      Guarantor shall withhold exercise of any right of contribution such Guarantor
      may have against any other guarantors (including any other Guarantor) of the
      Guaranteed Obligations, including any such right of contribution as contemplated
      by Section 7.2. Each Guarantor further agrees that, to the extent the waiver
      or
      agreement to withhold the exercise of its rights of subrogation, reimbursement,
      indemnification and contribution as set forth herein is found by a court of
      competent jurisdiction to be void or voidable for any reason, any rights of
      subrogation, reimbursement or indemnification such Guarantor may have against
      Borrower or against any collateral or security, and any rights of contribution
      such Guarantor may have against any such other guarantors, shall be junior
      and
      subordinate to any rights any Beneficiary may have against Borrower, to all
      right, title and interest any Beneficiary may have in any such collateral or
      security, and to any right any Beneficiary may have against such other
      guarantors. If any amount shall be paid to any Guarantors on account of any
      such
      subrogation, reimbursement, indemnification or contribution rights at any time
      when all Guaranteed Obligations shall not have been paid in full, such amount
      shall be held in trust for Administrative Agent on behalf of Beneficiaries
      and
      shall forthwith be paid over to Administrative Agent for the benefit of
      Beneficiaries to be credited and applied against the Guaranteed Obligations,
      whether matured or unmatured, in accordance with the terms hereof.

     

    7.7.
      Subordination
      of Other Obligations.
      Any
      Indebtedness of Borrower or any Guarantors now or hereafter held by any
      Guarantor (the “Obligee
      Guarantor”)
      is
      hereby subordinated in right of payment to the Guaranteed Obligations, and
      any
      such Indebtedness collected or received by the Obligee Guarantor after an Event
      of Default has occurred and is continuing shall be held in trust for
      Administrative Agent on behalf of Beneficiaries and shall forthwith be paid
      over
      to Administrative Agent for the benefit of Beneficiaries to be credited and
      applied against the Guaranteed Obligations but without affecting, impairing
      or
      limiting in any manner the liability of the Obligee Guarantor under any other
      provision hereof.

     

    7.8.
      Continuing
      Guaranty.
      This
      Guaranty is a continuing guaranty and shall remain in effect until all of the
      Guaranteed Obligations shall have been paid in full. Each Guarantor hereby
      irrevocably waives any right to revoke this Guaranty as to future transactions
      giving rise to any Guaranteed Obligations.

     

    7.9.
      Authority
      of Guarantors or Borrower.
      It is
      not necessary for any Beneficiary to inquire into the capacity or powers of
      any
      Guarantors or Borrower or the officers, directors or any agents acting or
      purporting to act on behalf of any of them.

    


    
      
        
          
          

        

        
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    7.10.
      Financial
      Condition of Borrower.
      Any
      Credit Extension may be made to Borrower or continued from time to time, without
      notice to or authorization from any Guarantors regardless of the financial
      or
      other condition of Borrower at the time of any such grant or continuation.
      No
      Beneficiary shall have any obligation to disclose or discuss with any Guarantors
      its assessment, or any Guarantors’ assessment, of the financial condition of
      Borrower. Each Guarantor has adequate means to obtain information from Borrower
      on a continuing basis concerning the financial condition of Borrower and its
      ability to perform its obligations under the Credit Documents, and each
      Guarantor assumes the responsibility for being and keeping informed of the
      financial condition of Borrower and of all circumstances bearing upon the risk
      of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and
      relinquishes any duty on the part of any Beneficiary to disclose any matter,
      fact or thing relating to the business, operations or conditions of Borrower
      now
      known or hereafter known by any Beneficiary.

     

    7.11.
      Bankruptcy,
      etc. (a)
      So
      long as any Guaranteed Obligations remain outstanding, no Guarantor shall,
      without the prior written consent of Administrative Agent acting pursuant to
      the
      instructions of Requisite Lenders, commence or join with any other Person in
      commencing any bankruptcy, reorganization or insolvency case or proceeding
      of or
      against Borrower or any other Guarantors. The obligations of Guarantors
      hereunder shall not be reduced, limited, impaired, discharged, deferred,
      suspended or terminated by any case or proceeding, voluntary or involuntary,
      involving the bankruptcy, insolvency, receivership, reorganization, liquidation
      or arrangement of Borrower or any other Guarantors or by any defense which
      Borrower or any other Guarantors may have by reason of the order, decree or
      decision of any court or administrative body resulting from any such
      proceeding.

     

    (b)
      Each
      Guarantor acknowledges and agrees that any interest on any portion of the
      Guaranteed Obligations which accrues after the commencement of any case or
      proceeding referred to in clause (a) above (or, if interest on any portion
      of the Guaranteed Obligations ceases to accrue by operation of law by reason
      of
      the commencement of such case or proceeding, such interest as would have accrued
      on such portion of the Guaranteed Obligations if such case or proceeding had
      not
      been commenced) shall be included in the Guaranteed Obligations because it
      is
      the intention of Guarantors and Beneficiaries that the Guaranteed Obligations
      which are guaranteed by Guarantors pursuant hereto should be determined without
      regard to any rule of law or order which may relieve Borrower of any portion
      of
      such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy,
      receiver, debtor in possession, assignee for the benefit of creditors or similar
      Person to pay Administrative Agent, or allow the claim of Administrative Agent
      in respect of, any such interest accruing after the date on which such case
      or
      proceeding is commenced.

     

    (c)
      In
      the event that all or any portion of the Guaranteed Obligations are paid by
      Borrower, the obligations of Guarantors hereunder shall continue and remain
      in
      full force and effect or be reinstated, as the case may be, in the event that
      all or any part of such payment(s) are rescinded or recovered directly or
      indirectly from any Beneficiary as a preference, fraudulent transfer or
      otherwise, and any such payments which are so rescinded or recovered shall
      constitute Guaranteed Obligations for all purposes hereunder.

     

    7.12.
      Discharge
      of Guaranty Upon Sale of Guarantors.
      If all
      of the Equity Interests of any Guarantors or any of its successors in interest
      hereunder shall be sold or otherwise disposed of (including by merger or
      consolidation) in accordance with the terms and conditions hereof, the Guaranty
      of such Guarantor or such successor in interest, as the case may be, hereunder
      shall automatically be discharged and released without any further action by
      any
      Beneficiary or any other Person effective as of the time of such
      sale.

    


    
      
        
          
          

        

        
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    SECTION
      8. EVENTS OF DEFAULT

     

    8.1.
      Events
      of Default.
      If any
      one or more of the following conditions or events shall occur:

     

    (a)
      Failure
      to Make Payments When Due.
      Failure
      by Borrower to pay (i) when due any installment of principal of any Loan,
      whether at stated maturity, by acceleration, by notice of voluntary prepayment,
      by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any
      fee or any other amount due hereunder within five Business Days after the date
      due; or

     

    (b)
      Default
      in Other Agreements.
      (i)
      Failure of any Credit Party or any of their respective Subsidiaries to pay
      when
      due any principal of or interest on or any other amount payable in respect
      of
      one or more items of Indebtedness (other than Indebtedness referred to in
      Section 8.1(a)) with an aggregate principal amount of $11,500,000 or more,
      in
      each case beyond the grace period, if any, provided therefor; or (ii) breach
      or
      default by any Credit Party with respect to any other material term of (1)
      one
      or more items of Indebtedness in the aggregate principal amount referred to
      in
      clause (i) above or (2) any loan agreement, mortgage, indenture or other
      agreement relating to such item(s) of Indebtedness, in each case beyond the
      grace period, if any, provided therefor, if the effect of such breach or default
      is to cause, or to permit the holder or holders of that Indebtedness (or a
      trustee on behalf of such holder or holders), to cause, that Indebtedness to
      become or be declared due and payable (or redeemable) prior to its stated
      maturity or the stated maturity of any underlying obligation, as the case may
      be; provided
      that, in
      the case of each of clauses (i) and (ii) hereof, if such Indebtedness consists
      of Indebtedness under the Senior Secured Credit Documents or the Subordinated
      Unsecured Credit Documents, such failure, breach or default:

     

    (A)
      is
      caused by a failure to make any payment when due at the final maturity of such
      Indebtedness, or 

     

    (B)
      results in the acceleration of such Indebtedness prior to its express maturity;
      or

     

    (c)
      Breach
      of Certain Covenants.
      Failure
      of any Credit Party to perform or comply with any term or condition contained
      in
      Section 2.6, Sections 5.1(a), 5.1(b), 5.1(c) and 5.1(f), Section 5.2(i) or
      Section 6; or

     

    (d)
      Breach
      of Representations, etc.
      Any
      representation, warranty, certification or other statement made or deemed made
      by any Credit Party in any Credit Document or in any statement or certificate
      at
      any time given to any Agent or Lender by any Credit Party or any of its
      Subsidiaries in writing pursuant hereto or thereto or in connection herewith
      or
      therewith shall be false in any material respect as of the date made or deemed
      made; or

     

    


    
      
        
          
          

        

        
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    (e)
      Other
      Defaults Under Credit Documents.
      Any
      Credit Party shall default in the performance of or compliance with any term
      contained herein or any of the other Credit Documents, other than any such
      term
      referred to in any other Section of this Section 8.1, and such default
      shall not have been remedied or waived within thirty days after the earlier
      of
      (i) an officer of such Credit Party becoming aware of such default or (ii)
      receipt by Borrower of notice from Administrative Agent or any Lender of such
      default; or

     

    (f)
      Involuntary
      Bankruptcy; Appointment of Receiver, etc.
      (i) A
      court of competent jurisdiction shall enter a decree or order for relief in
      respect of Holdings or Significant Subsidiary of Holdings or any group of
      Subsidiaries constituting a Significant Subsidiary of Holdings in an involuntary
      case under the Bankruptcy Code or under any other applicable bankruptcy,
      insolvency or similar law now or hereafter in effect, which decree or order
      is
      not stayed; or any other similar relief shall be granted under any applicable
      federal or state law; or (ii) an involuntary case shall be commenced
      against Holdings or Significant Subsidiary of Holdings or any group of
      Subsidiaries constituting a Significant Subsidiary of Holdings under the
      Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
      law now or hereafter in effect; or a decree or order of a court having
      jurisdiction in the premises for the appointment of a receiver, liquidator,
      sequestrator, trustee, custodian or other officer having similar powers over
      Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries
      constituting a Significant Subsidiary of Holdings, or over all or a substantial
      part of its property, shall have been entered; or there shall have occurred
      the
      involuntary appointment of an interim receiver, trustee or other custodian
      of
      Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries
      constituting a Significant Subsidiary of Holdings for all or a substantial
      part
      of its property; or a warrant of attachment, execution or similar process shall
      have been issued against any substantial part of the property of Holdings or
      Significant Subsidiary of Holdings or any group of Subsidiaries constituting
      a
      Significant Subsidiary of Holdings, and any such event described in this clause
      (ii) shall continue for sixty days without having been dismissed, bonded or
      discharged; or

     

    (g)
      Voluntary
      Bankruptcy; Appointment of Receiver, etc.
      (i)
      Holdings or Significant Subsidiary of Holdings or any group of Subsidiaries
      constituting a Significant Subsidiary of Holdings shall have an order for relief
      entered with respect to it or shall commence a voluntary case under the
      Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
      law now or hereafter in effect, or shall consent to the entry of an order for
      relief in an involuntary case, or to the conversion of an involuntary case
      to a
      voluntary case, under any such law, or shall consent to the appointment of
      or
      taking possession by a receiver, trustee or other custodian for all or a
      substantial part of its property; or Holdings or Significant Subsidiary of
      Holdings or any group of Subsidiaries constituting a Significant Subsidiary
      of
      Holdings shall make any assignment for the benefit of creditors; or
      (ii) Holdings or Significant Subsidiary of Holdings or any group of
      Subsidiaries constituting a Significant Subsidiary of Holdings shall be unable,
      or shall fail generally, or shall admit in writing its inability, to pay its
      debts as such debts become due; or the board of directors (or similar governing
      body) of Holdings or Significant Subsidiary of Holdings or any group of
      Subsidiaries constituting a Significant Subsidiary of Holdings (or any committee
      thereof) shall adopt any resolution or otherwise authorize any action to approve
      any of the actions referred to herein or in Section 8.1(f); or

    


    
      
        
          
          

        

        
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    (h)
      Judgments
      and Attachments.
      Any
      money judgment, writ or warrant of attachment or similar process involving
      an
      amount in the aggregate in excess of $11,500,000 (in either case to the
      extent not adequately covered by insurance as to which a solvent and
      unaffiliated insurance company has acknowledged coverage) shall be entered
      or
      filed against Holdings or any of its Subsidiaries or any of their respective
      assets and shall remain undischarged, unvacated, unbonded or unstayed for a
      period of sixty days (or in any event later than five Business Days prior to
      the
      date of any proposed sale thereunder); or

     

    (i)
      [Intentionally
      Omitted];

     

    (j)
      Employee
      Benefit Plans.
      (i)
      There shall occur one or more ERISA Events which individually or in the
      aggregate results in or might reasonably be expected to result in liability
      of
      Holdings or any of its Subsidiaries in excess of $5,750,000 during the term
      hereof; or (ii) there exists any fact or circumstance that reasonably could
      be
      expected to result in the imposition of a Lien or security interest under
      Section 412(n) of the Internal Revenue Code or under ERISA
      in
      excess of $11,500,000; or

     

    (k)
      Change
      of Control.
      A
      Change of Control shall occur; or

     

    (l)
      Guaranties
      and other Credit Documents.
      At any
      time after the execution and delivery thereof, (i) the Guaranty for any reason,
      other than the satisfaction in full of all Obligations (other than contingent
      indemnification obligations), shall cease to be in full force and effect (other
      than in accordance with its terms) or shall be declared to be null and void
      or
      any Guarantors shall repudiate their obligations thereunder, (ii) this Agreement
      ceases to be in full force and effect (other than by reason of the satisfaction
      in full of the Obligations (other than contingent indemnification obligations)
      in accordance with the terms hereof) or shall be declared null and void, or
      (iii) any Credit Party shall contest the validity or enforceability of any
      Credit Document in writing or deny in writing that it has any further liability,
      including with respect to future advances by Lenders, under any Credit Document
      to which it is a party.

     

    THEN,
      (1)
      upon the occurrence of any Event of Default described in Section 8.1(f) or
      8.1(g), automatically, and (2) upon the occurrence of any other Event of
      Default, at the request of (or with the consent of) Requisite Lenders, upon
      notice to Borrower by Administrative Agent, each of the following shall
      immediately become due and payable, in each case without presentment, demand,
      protest or other requirements of any kind, all of which are hereby expressly
      waived by each Credit Party: (I) the unpaid principal amount of and accrued
      interest on the Loans and (II) all other Obligations.

     

    8.2.
       [Reserved]. 

     

    SECTION
      9. AGENTS

     

    9.1.
      Appointment
      of Agents. GSCP
      is
      hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes
      GSCP to act as Syndication Agent in accordance with the terms hereof and the
      other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder
      and under the other Credit Documents and each Lender hereby authorizes GSCP
      to
      act as Administrative Agent in accordance with the terms hereof and the other
      Credit Documents. Each Agent hereby agrees to act in its capacity as such upon
      the express conditions contained herein and the other Credit Documents, as
      applicable. The provisions of this Section 9 are solely for the benefit of
      Agents and Lenders and no Credit Party shall have any rights as a third party
      beneficiary of any of the provisions thereof. 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 Holdings or any of its Subsidiaries.
      Syndication Agent, without consent of or notice to any party hereto, may assign
      any and all of its rights or obligations hereunder to any of its Affiliates.
      As
      of the Closing Date, GSCP, in its capacity as Syndication Agent, shall have
      no
      obligations but shall be entitled to all benefits of this Section 9.


    


    
      
        
          
          

        

        
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    9.2.
      Powers
      and Duties.
      Each
      Lender irrevocably authorizes each Agent to take such action on such Lender’s
      behalf and to exercise such powers, rights and remedies hereunder and under
      the
      other Credit Documents as are specifically delegated or granted to such Agent
      by
      the terms hereof and thereof, together with such powers, rights and remedies
      as
      are reasonably incidental thereto. Each Agent shall have only those duties
      and
      responsibilities that are expressly specified herein and the other Credit
      Documents. Each Agent may exercise such powers, rights and remedies and perform
      such duties by or through its agents or employees. No Agent shall have, by
      reason hereof or any of the other Credit Documents, a fiduciary relationship
      in
      respect of any Lender; and nothing herein or any of the other Credit Documents,
      expressed or implied, is intended to or shall be so construed as to impose
      upon
      any Agent any obligations in respect hereof or any of the other Credit Documents
      except as expressly set forth herein or therein. 

    


    9.3.
      General
      Immunity.

     

    (a)
      No
      Responsibility for Certain Matters.
      No
      Agent shall be responsible to any Lender for the execution, effectiveness,
      genuineness, validity, enforceability, collectability or sufficiency hereof
      or
      any other Credit Document or for any representations, warranties, recitals
      or
      statements made herein or therein or made in any written or oral statements
      or
      in any financial or other statements, instruments, reports or certificates
      or
      any other documents furnished or made by any Agent to Lenders or by or on behalf
      of any Credit Party, any Lender to any Agent or any Lender in connection with
      the Credit Documents and the transactions contemplated thereby or for the
      financial condition or business affairs of any Credit Party or any other Person
      liable for the payment of any Obligations, nor shall any Agent be required
      to
      ascertain or inquire as to the performance or observance of any of the terms,
      conditions, provisions, covenants or agreements contained in any of the Credit
      Documents or as to the use of the proceeds of the Loans or as to the existence
      or possible existence of any Event of Default or Default or to make any
      disclosures with respect to the foregoing. Anything contained herein to the
      contrary notwithstanding, Administrative Agent shall not have any liability
      arising from confirmations of the amount of outstanding Loans or the component
      amounts thereof.

     

    (b)
      Exculpatory
      Provisions.
      No
      Agent nor any of its officers, partners, directors, employees or agents shall
      be
      liable to Lenders for any action taken or omitted by any Agent under or in
      connection with any of the Credit Documents except to the extent caused by
      such
      Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to
      refrain from any act or the taking of any action (including the failure to
      take
      an action) in connection herewith or any of the other Credit Documents or from
      the exercise of any power, discretion or authority vested in it hereunder or
      thereunder unless and until such Agent shall have received instructions in
      respect thereof from Requisite Lenders (or such other Lenders as may be required
      to give such instructions under Section 10.5) and, upon receipt of such
      instructions from Requisite Lenders (or such other Lenders, as the case may
      be),
      such Agent shall be entitled to act or (where so instructed) refrain from
      acting, or to exercise such power, discretion or authority, in accordance with
      such instructions. Without prejudice to the generality of the foregoing,
      (i) each Agent shall be entitled to rely, and shall be fully protected in
      relying, upon any communication, instrument or document believed by it to be
      genuine and correct and to have been signed or sent by the proper Person or
      Persons, and shall be entitled to rely and shall be protected in relying on
      opinions and judgments of attorneys (who may be attorneys for Holdings and
      its
      Subsidiaries), accountants, experts and other professional advisors selected
      by
      it; and (ii) no Lender shall have any right of action whatsoever against
      any Agent as a result of such Agent acting or (where so instructed) refraining
      from acting hereunder or any of the other Credit Documents in accordance with
      the instructions of Requisite Lenders (or such other Lenders as may be required
      to give such instructions under Section 10.5).

    


    
      
        
          
          

        

        
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    (c)
      Delegation
      of Duties.
      Administrative Agent may perform any and all of its duties and exercise its
      rights and powers under this Agreement or under any other Credit Document by
      or
      through any one or more sub-agents appointed by Administrative Agent.
      Administrative Agent and any such sub-agent may perform any and all of its
      duties and exercise its rights and powers by or through their respective
      Affiliates. The exculpatory, indemnification and other provisions of this
      Section 9.3 and of Section 9.6 shall apply to any of the Affiliates of
      Administrative Agent and shall apply to their respective activities in
      connection with the syndication of the credit facilities provided for herein
      as
      well as activities as Administrative Agent.
      All of
      the rights, benefits, and privileges (including the exculpatory
      and indemnification provisions) of this Section 9.3 and of Section 9.6 shall
      apply to any such sub-agent and to the Affiliates of any such sub-agent, and
      shall apply to their respective activities as sub-agent as if such sub-agent
      and
      Affiliates were named herein. Notwithstanding anything herein to the contrary,
      with respect to each sub-agent appointed by Administrative Agent, (i) such
      sub-agent shall be a third party beneficiary
      under
      this Agreement with respect to all such rights, benefits and privileges
      (including exculpatory rights and rights to indemnification) and shall have
      all
      of the rights and benefits of a third party beneficiary, including an
      independent right of action to enforce such rights, benefits and privileges
      (including exculpatory rights and rights to indemnification) directly, without
      the consent or joinder of any other Person, against any or all of the Credit
      Parties and the Lenders, (ii) such rights, benefits and privileges (including
      exculpatory rights and rights to indemnification) shall not be modified or
      amended without the consent of such sub-agent, and (iii) such sub-agent shall
      only have obligations to Administrative Agent and not to any Credit Party,
      Lender or any other Person and no Credit Party, Lender or any other Person
      shall
      have any rights, directly or indirectly, as a third party beneficiary or
      otherwise, against such sub-agent.

     

    9.4.
      Agents
      Entitled to Act as Lender.
      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. With respect to its participation in the Loans,
      each Agent shall have the same rights and powers hereunder as any other Lender
      and may exercise the same as if it were not performing the duties and functions
      delegated to it hereunder, and the term “Lender” shall, unless the context
      clearly otherwise indicates, include each Agent in its individual capacity.
      Any
      Agent and its Affiliates may accept deposits from, lend money to, own securities
      of, and generally engage in any kind of banking, trust, financial advisory
      or
      other business with Holdings or any of its Affiliates as if it were not
      performing the duties specified herein, and may accept fees and other
      consideration from Borrower for services in connection herewith and otherwise
      without having to account for the same to Lenders.

    


    
      
        
          
          

        

        
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    9.5.
      Lenders’
      Representations, Warranties and Acknowledgment.

    


    (a)
      Each
      Lender represents and warrants that it has made its own independent
      investigation of the financial condition and affairs of Holdings and its
      Subsidiaries in connection with Credit Extensions hereunder and that it has
      made
      and shall continue to make its own appraisal of the creditworthiness of Holdings
      and its Subsidiaries. No Agent shall have any duty or responsibility, either
      initially or on a continuing basis, to make any such investigation or any such
      appraisal on behalf of Lenders or to provide any Lender with any credit or
      other
      information with respect thereto, whether coming into its possession before
      the
      making of the Loans or at any time or times thereafter, and no Agent shall
      have
      any responsibility with respect to the accuracy of or the completeness of any
      information provided to Lenders.

     

    (b)
      Each
      Lender, by delivering its signature page to this Agreement or an
      Assignment Agreement and funding its Interim Loan on the Closing Date, shall
      be
      deemed to have acknowledged receipt of, and consented to and approved, each
      Credit Document and each other document required to be approved by any Agent,
      Requisite Lenders or Lenders, as applicable on the Closing Date.

     

    9.6.
      Right
      to Indemnity.
      Each
      Lender, in proportion to its Pro Rata Share, severally agrees to indemnify
      each
      Agent, to the extent that such Agent shall not have been reimbursed by any
      Credit Party, for and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses (including
      counsel fees and disbursements) or disbursements of any kind or nature
      whatsoever which may be imposed on, incurred by or asserted against such Agent
      in exercising its powers, rights and remedies or performing its duties hereunder
      or under the other Credit Documents or otherwise in its capacity as such Agent
      in any way relating to or arising out of this Agreement or the other Credit
      Documents; provided,
      no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from such Agent’s gross negligence or willful misconduct. If any
      indemnity furnished to any Agent for any purpose shall, in the opinion of such
      Agent, be insufficient or become impaired, such Agent 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 against
      any
      liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
      expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and
provided further,
      this
      sentence shall not be deemed to require any Lender to indemnify any Agent
      against any liability, obligation, loss, damage, penalty, action, judgment,
      suit, cost, expense or disbursement described in the proviso in the immediately
      preceding sentence.

    


    
      
        
          
          

        

        
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    9.7.
      Successor Administrative Agent . 

     

    (a)
      Administrative Agent may resign at any time by giving thirty days’ prior written
      notice thereof to Lenders and Borrower, and Administrative Agent may be removed
      at any time with or without cause by an instrument or concurrent instruments
      in
      writing delivered to Borrower and Administrative Agent and signed by Requisite
      Lenders. Upon any such notice of resignation or any such removal, Requisite
      Lenders shall have the right, upon five Business Days’ notice to Borrower, to
      appoint a successor Administrative Agent. Upon the acceptance of any appointment
      as Administrative Agent hereunder by a successor Administrative Agent, that
      successor Administrative Agent shall thereupon succeed to and become vested
      with
      all the rights, powers, privileges and duties of the retiring or removed
      Administrative Agent and the retiring or removed Administrative Agent shall
      promptly transfer to such successor Administrative Agent all sums, Securities,
      together with all records and other documents necessary or appropriate in
      connection with the performance of the duties of the successor Administrative
      Agent under the Credit Documents, whereupon such retiring or removed
      Administrative Agent shall be discharged from its duties and obligations
      hereunder. If the Requisite Lenders have not appointed a successor
      Administrative Agent, Administrative Agent shall have the right to appoint
      a
      financial institution to act as Administrative Agent hereunder and in any case,
      Administrative Agent’s resignation shall become effective on the thirtieth day
      after such notice of resignation. If neither the Requisite Lenders nor
      Administrative Agent have appointed a successor Administrative Agent, the
      Requisite Lenders shall be deemed to have succeeded to and become vested with
      all the rights, powers, privileges and duties of the retiring Administrative
      Agent. After any retiring or removed Administrative Agent’s resignation or
      removal hereunder as Administrative Agent, the provisions of this Section 9
      shall inure to its benefit as to any actions taken or omitted to be taken by
      it
      while it was Administrative Agent hereunder. 

     

    9.8.
      Guaranty. 

     

    (a)
      Agents
      under Guaranty.
      Each
      Lender hereby further authorizes Administrative Agent, on behalf of and for
      the
      benefit of Lenders, to be the agent for and representative of the Lenders with
      respect to the Guaranty. Subject to Section 10.5, without further written
      consent or authorization from any Lender, Administrative Agent may execute
      any
      documents or instruments necessary to release any Guarantors from the
      Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders
      (or
      such other Lenders as may be required to give such consent under Section 10.5)
      have otherwise consented.

     

    (b)
      Right
      to Enforce Guaranty.
      Anything contained in any of the Credit Documents to the contrary
      notwithstanding, Borrower and Administrative Agent hereby agree that no Lender
      shall have any right individually to enforce the Guaranty, it being understood
      and agreed that all powers, rights and remedies hereunder may be exercised
      solely by Administrative Agent, on behalf of the Lender in accordance with
      the
      terms hereof.

     

    SECTION
      10. MISCELLANEOUS

     

    10.1.
      Notices. 

     

    (a)
      Notices
      Generally.
      Any
      notice or other communication herein required or permitted to be given to a
      Credit Party, Syndication Agent or Administrative Agent, shall be sent to such
      Person’s address as set forth on Appendix B or in the other relevant Credit
      Document, and in the case of any Lender, the address as indicated on
      Appendix B or otherwise indicated to Administrative Agent in writing.
      Except as otherwise set forth in paragraph (b) below, each notice hereunder
      shall be in writing and may be personally served, telexed or sent by
      telefacsimile or United States mail or courier service and shall be deemed
      to
      have been given when delivered in person or by courier service and signed for
      against receipt thereof, upon receipt of telefacsimile or telex, or three
      Business Days after depositing it in the United States mail with postage prepaid
      and properly addressed; provided,
      no
      notice to any Agent shall be effective until received by such Agent;
provided further,
      any
      such notice or other communication shall at the request of Administrative Agent
      be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as
      designated by Administrative Agent from time to time.

    


    
      
        
          
          

        

        
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    (b)
      Electronic
      Communications.
      

     

    (i)
      Notices and other communications to the Lenders hereunder may be delivered
      or
      furnished by electronic communication (including e-mail and Internet or intranet
      websites, including the Platform) pursuant to procedures approved by
      Administrative Agent, provided
      that the
      foregoing shall not apply to notices to any Lender pursuant to Section 2 if
      such
      Lender has notified Administrative Agent that it is incapable of receiving
      notices under such Section by electronic communication. Administrative Agent
      or
      Borrower may, in its discretion, agree to accept notices and other
      communications to it hereunder by electronic communications pursuant to
      procedures approved by it, provided
      that
      approval of such procedures may be limited to particular notices or
      communications. Unless Administrative Agent otherwise prescribes,
      (i) notices and other communications sent to an e-mail address shall be
      deemed received upon the sender’s receipt of an acknowledgement from the
      intended recipient (such as by the “return receipt requested” function, as
      available, return e-mail or other written acknowledgement), provided
      that if
      such notice or other communication is not sent during the normal business hours
      of the recipient, such notice or communication shall be deemed to have been
      sent
      at the opening of business on the next Business Day for the recipient, and
      (ii) notices or communications posted to an Internet or intranet website
      shall be deemed received upon the deemed receipt by the intended recipient
      at
      its e-mail address as described in the foregoing clause (i) of notification
      that such notice or communication is available and identifying the website
      address therefor.

     

    (ii)
      Each
      of the Credit Parties understands that the distribution of material through
      an
      electronic medium is not necessarily secure and that there are confidentiality
      and other risks associated with such distribution and agrees and assumes the
      risks associated with such electronic distribution, except to the extent caused
      by the bad faith, willful misconduct or gross negligence, as determined by
      a
      final, non-appealable judgment of a court of competent jurisdiction, of
      Administrative Agent.

     

    (iii)
      The
      Platform and any Approved Electronic Communications are provided “as is” and “as
      available”. None of the Agents or any of their respective officers, directors,
      employees, agents, advisors or representatives (the “Agent
      Affiliates”)
      warrant the accuracy, adequacy, or completeness of the Approved Electronic
      Communications or the Platform and each expressly disclaims liability for errors
      or omissions in the Platform and the Approved Electronic Communications. No
      warranty of any kind, express, implied or statutory, including any warranty
      of
      merchantability, fitness for a particular purpose, non-infringement of third
      party rights or freedom from viruses or other code defects is made by the Agent
      Affiliates in connection with the Platform or the Approved Electronic
      Communications.

    


    
      
        
          
          

        

        
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    (iv)
      Each
      of the Credit Parties, the Lenders and the Agents agree that Administrative
      Agent may, but shall not be obligated to, store any Approved Electronic
      Communications on the Platform in accordance with Administrative Agent’s
      customary document retention procedures and policies.

     

    10.2.
      Expenses.
      Whether
      or not the transactions contemplated hereby shall be consummated, Borrower
      agrees to pay promptly (a) all the actual and reasonable costs and expenses
      of
      preparation of the Credit Documents and any consents, amendments, waivers or
      other modifications thereto; (b) all the costs of furnishing all opinions by
      counsel for Borrower and the other Credit Parties; (c) the reasonable fees,
      expenses and disbursements of one counsel, one special counsel, local counsel
      in
      each applicable jurisdiction and one additional counsel for each affected Person
      in the case of an actual or potential conflict of interest, to Agents in
      connection with the negotiation, preparation, execution and administration
      of
      the Credit Documents and any consents, amendments, waivers or other
      modifications thereto and any other documents or matters requested by Borrower;
      (d) all the actual costs and reasonable fees, expenses and disbursements of
      any
      auditors, accountants, consultants or appraisers; (e) all other actual and
      reasonable costs and expenses incurred by each Agent in connection with the
      syndication of the Loans and Commitments and the negotiation, preparation and
      execution of the Credit Documents and any consents, amendments, waivers or
      other
      modifications thereto and the transactions contemplated thereby; and (f) after
      the occurrence of a Default or an Event of Default, all costs and expenses,
      including reasonable attorneys’ fees and costs of settlement, incurred by any
      Agent and Lenders in enforcing any Obligations of or in collecting any payments
      due from any Credit Party hereunder or under the other Credit Documents by
      reason of such Default or Event of Default (including in connection with the
      enforcement of the Guaranty) or in connection with any refinancing or
      restructuring of the credit arrangements provided hereunder in the nature of
      a
“work-out” or pursuant to any insolvency or bankruptcy cases or
      proceedings.

     

    10.3.
      Indemnity.

    


    (a)
      In
      addition to the payment of expenses pursuant to Section 10.2, whether or not
      the
      transactions contemplated hereby shall be consummated, each Credit Party agrees
      to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and
      hold harmless, each Agent and Lender and the officers, partners, members,
      directors, trustees, advisors, employees, agents, sub-agents and Affiliates
      of
      each Agent and each Lender (each, an “Indemnitee”),
      from
      and against any and all Indemnified Liabilities; provided,
      no
      Credit Party shall have any obligation to any Indemnitee hereunder with respect
      to any Indemnified Liabilities to the extent such Indemnified Liabilities arise
      from the bad faith, gross negligence or willful misconduct, as determined by
      a
      final, non-appealable judgment of a court of competent jurisdiction, of that
      Indemnitee or its directors, officers, affiliates or employees. To the extent
      that the undertakings to defend, indemnify, pay and hold harmless set forth
      in
      this Section 10.3 may be unenforceable in whole or in part because they are
      violative of any law or public policy, the applicable Credit Party shall
      contribute the maximum portion that it is permitted to pay and satisfy under
      applicable law to the payment and satisfaction of all Indemnified Liabilities
      incurred by Indemnitees or any of them. 

     

    


    
      
        
          
          

        

        
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    (b)
      To
      the extent permitted by applicable law, no Credit Party shall assert, and each
      Credit Party hereby waives, any claim against each Lender, each Agent and their
      respective Affiliates, directors, employees, attorneys, agents or sub-agents,
      on
      any theory of liability, for special, indirect, consequential or punitive
      damages (as opposed to direct or actual damages) (whether or not the claim
      therefor is based on contract, tort or duty imposed by any applicable legal
      requirement) arising out of, in connection with, arising out of, as a result
      of,
      or in any way related to, this Agreement or any Credit Document or any agreement
      or instrument contemplated hereby or thereby or referred to herein or therein,
      the transactions contemplated hereby or thereby, any Loan or the use of the
      proceeds thereof or any act or omission or event occurring in connection
      therewith, and Holdings and Borrower hereby waives, releases and agrees not
      to
      sue upon any such claim or any such damages, whether or not accrued and whether
      or not known or suspected to exist in its favor.

     

    10.4.
      Set-Off.
      In
      addition to any rights now or hereafter granted under applicable law and not
      by
      way of limitation of any such rights, upon the occurrence of any Event of
      Default each Lender is hereby authorized by each Credit Party at any time or
      from time to time subject to the consent of Administrative Agent (such consent
      not to be unreasonably withheld or delayed), without notice to any Credit Party
      or to any other Person (other than Administrative Agent), any such notice being
      hereby expressly waived, to set off and to appropriate and to apply any and
      all
      deposits (general or special, including Indebtedness evidenced by certificates
      of deposit, whether matured or unmatured, but not including trust accounts)
      and
      any other Indebtedness at any time held or owing by such Lender to or for the
      credit or the account of any Credit Party against and on account of the
      obligations and liabilities of any Credit Party to such Lender hereunder and
      under the other Credit Documents, including all claims of any nature or
      description arising out of or connected hereto or with any other Credit
      Document, irrespective of whether or not (a) such Lender shall have made any
      demand hereunder or (b) the principal of or the interest on the Loans or any
      other amounts due hereunder shall have become due and payable pursuant to
      Section 2 and although such obligations and liabilities, or any of them,
      may be contingent or unmatured. Administrative Agent and each Lender agree
      to
      promptly to notify Borrower after any such set-off and application made by
      such
      Person; provided
      that the
      failure to give such notice shall not affect the validity of such set off and
      application. 

     

    10.5.
      Amendments
      and Waivers.

    


    (a)
      Requisite
      Lenders’ Consent.
      Except
      as provided in Section 5.10, subject to the additional requirements of Sections
      10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any
      provision of the Credit Documents, or consent to any departure by any Credit
      Party therefrom, shall in any event be effective without the written concurrence
      of the Requisite Lenders; provided
      that
      Administrative Agent may, with the consent of Borrower only, amend,
      modify or supplement this Agreement to cure any ambiguity, omission, defect
      or
      inconsistency, so long as such amendment, modification or supplement does not
      adversely affect the rights of any Lender.

    


    
      
        
          
          

        

        
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    (b)
      Affected
      Lenders’ Consent.
      Without
      the written consent of each Lender that would be affected thereby, no amendment,
      modification, termination, or consent shall be effective if the effect thereof
      would:

     

    (i)
      extend the scheduled final maturity of any Loan or Loan Note; provided
      that
      only the consent of the Requisite Lenders will be required for a waiver of
      any
      Conversion Default or any of the conditions set forth in Section
      2.2;

     

    (ii)
      waive, reduce or postpone any scheduled repayment (but not
      prepayment);

     

    (iii)
      [Reserved]

     

    (iv)
      reduce the rate of interest on any Loan (other than any waiver of any increase
      in the interest rate applicable to any Loan pursuant to Section 2.10) or any
      fee
      or any premium payable hereunder;

     

    (v)
      extend the time for payment of any such interest or fees;

     

    (vi)
      reduce the principal amount of any Loan;

     

    (vii)
      amend, modify, terminate or waive any provision of this Section 10.5(b), Section
      10.5(c) or any other provision of this Agreement that expressly provides that
      the consent of all Lenders is required;

     

    (viii)
      amend the definition of “Requisite
      Lenders” or“Pro
      Rata Share”; provided,
      with
      the consent of Requisite Lenders, additional extensions of credit pursuant
      hereto may be included in the determination of “Requisite
      Lenders” or“Pro
      Rata Share”
      on
      substantially the same basis as the Commitments and the Interim Loan are
      included on the Closing Date;

     

    (ix)
      release all or substantially all of the Guarantors from the Guaranty except
      as
      expressly provided in the Credit Documents; or

     

    (x)
      consent to the assignment or transfer by any Credit Party of any of its rights
      and obligations under any Credit Document.

     

    (c)
      Other
      Consents.
      No
      amendment, modification, termination or waiver of any provision of the Credit
      Documents, or consent to any departure by any Credit Party therefrom,
      shall:

     

    (i)
      [Reserved];

     

    (ii)
      [Reserved];

     

    (iii)
      amend Section 2.16(h) or alter the required application of any repayments or
      prepayments pursuant to Section 2.15 without the consent of Lenders
      holding more than 50% of the aggregate Loan Exposure of all Lenders;
      provided,
      Requisite Lenders may waive, in whole or in part, any prepayment;

    


    
      
        
          
          

        

        
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    (iv)
      [Reserved]; 

     

    (v)
      [Reserved];
      or

     

    (vi)
      amend, modify, terminate or waive any provision of Section 2.16(h) or Section
      9
      as the same applies to any Agent, or any other provision hereof as the same
      applies to the rights or obligations of any Agent, in each case without the
      consent of such Agent.

     

    (d)
      Execution
      of Amendments, etc.
      Administrative Agent may, but shall have no obligation to, with the concurrence
      of any Lender, execute amendments, modifications, waivers or consents on behalf
      of such Lender. Any waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which it was given. No notice to
      or
      demand on any Credit Party in any case shall entitle any Credit Party to any
      other or further notice or demand in similar or other circumstances. Any
      amendment, modification, termination, waiver or consent effected in accordance
      with this Section 10.5 shall be binding upon each Lender at the time
      outstanding, each future Lender and, if signed by a Credit Party, on such Credit
      Party.

     

    10.6.
      Successors
      and Assigns; Participations.

    


    (a)
      Generally.
      This
      Agreement shall be binding upon the parties hereto and their respective
      successors and assigns and shall inure to the benefit of the parties hereto
      and
      the successors and assigns of Lenders. No Credit Party’s rights or obligations
      hereunder nor any interest therein may be assigned or delegated by any Credit
      Party without the prior written consent of all Lenders. 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 and, to the extent expressly contemplated hereby, Affiliates
      of
      each of the Agents and Lenders) any legal or equitable right, remedy or claim
      under or by reason of this Agreement.

     

    (b)
      Register.
      Borrower, Administrative Agent and Lenders shall deem and treat the Persons
      listed as Lenders in the Register as the holders and owners of the corresponding
      Commitments and Loans listed therein for all purposes hereof, and no assignment
      or transfer of any such Commitment or Loan shall be effective, in each case,
      unless and until recorded in the Register following receipt of an Assignment
      Agreement effecting the assignment or transfer thereof, together with the
      required forms and certificates regarding tax matters and any fees payable
      in
      connection with such assignment, in each case, as provided in Section 10.6(d).
      Each assignment shall be recorded in the Register on the Business Day the
      Assignment Agreement is received by Administrative Agent, if received by 12:00
      noon New York City time, and on the following Business Day if received after
      such time, prompt notice thereof shall be provided to Borrower and a copy of
      such Assignment Agreement or Settlement Confirmation shall be maintained, as
      applicable. The date of such recordation of a transfer shall be referred to
      herein as the “Assignment
      Effective Date.”
      Any
      request, authority or consent of any Person who, at the time of making such
      request or giving such authority or consent, is listed in the Register as a
      Lender shall be conclusive and binding on any subsequent holder, assignee or
      transferee of the corresponding Commitments or Loans.

     

    
      
        
          
          

        

        
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    (c)
      Right
      to Assign.
      Each
      Lender shall have the right at any time to sell, assign or transfer all or
      a
      portion of its rights and obligations under this Agreement, including all or
      a
      portion of its Commitment or Loans owing to it or other Obligations
      (provided,
      however,
      that
      pro rata assignments shall not be required and each assignment shall be of
      a
      uniform, and not varying, percentage of all rights and obligations under and
      in
      respect of any applicable Loan and any related Commitments):

     

    (i)
      to
      any GSCP Affiliate, upon the giving of notice to Borrower and Administrative
      Agent; and

     

    (ii)
      to
      any other Person meeting the criteria of clauses (i) or (ii) of the definition
      of the term of “Eligible Assignee” which has been consented to by each of
      Borrower and Administrative Agent (which consents may be unreasonably withheld
      or delayed); provided further,
      each
      such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate
      amount of not less than $1,000,000 (or such lesser amount as may be agreed
      to by
      Borrower and Administrative Agent or as shall constitute the aggregate amount
      of
      the Loans of the assigning Lender) with respect to the assignment of
      Loans.

     

    (d)
      Mechanics.
      Assignments and assumptions of Loans and Commitments by Lenders shall be
      effected by manual execution and delivery to Administrative Agent of an
      Assignment Agreement. Assignments made pursuant to the foregoing provision
      shall
      be effective as of the Assignment Effective Date. In connection with all
      assignments there shall be delivered to Administrative Agent such forms,
      certificates or other evidence, if any, with respect to United States federal
      income tax withholding matters as the assignee under such Assignment Agreement
      may be required to deliver pursuant to Section 2.20(c), together
      with payment to the Administrative Agent of a registration and processing fee
      of
      $3,500 (except that no such registration and processing fee shall be payable
      (y)
      in connection with an assignment by or to GSCP or any Affiliate thereof or
      (z)
      in the case of an assignee which is already a Lender or is an affiliate or
      Related Fund of a Lender or a Person under common management with a
      Lender).
      

     

    (e)
      Representations
      and Warranties of Assignee.
      Each
      Lender, upon execution and delivery hereof or upon succeeding to an interest
      in
      the Commitments and Loans, as the case may be, represents and warrants as of
      the
      Closing Date or as of the Assignment Effective Date that (i) it is an Eligible
      Assignee; (ii) it has experience and expertise in the making of or investing
      in
      commitments or loans such as the applicable Commitments or Loans, as the case
      may be; and (iii) it will make or invest in, as the case may be, its Commitments
      or Loans for its own account in the ordinary course and without a view to
      distribution of such Commitments or Loans within the meaning of the Securities
      Act or the Exchange Act or other federal securities laws (it being understood
      that, subject to the provisions of this Section 10.6, the disposition of such
      Commitments or Loans or any interests therein shall at all times remain within
      its exclusive control).

    


    
      
        
          
          

        

        
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    (f)
      Effect
      of Assignment.
      Subject
      to the terms and conditions of this Section 10.6, as of the “Assignment
      Effective Date” (i) the assignee thereunder shall have the rights and
      obligations of a “Lender” hereunder to the extent of its interest in the Loans
      and Commitments as reflected in the Register and shall thereafter be a party
      hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender
      thereunder shall, to the extent that rights and obligations hereunder have
      been
      assigned to the assignee, relinquish its rights (other than any rights which
      survive the termination hereof under Section 10.8) and be released from its
      obligations hereunder (and, in the case of an assignment covering all or the
      remaining portion of an assigning Lender’s rights and obligations hereunder,
      such Lender shall cease to be a party hereto on the Assignment Effective Date;
      provided,
      anything contained in any of the Credit Documents to the contrary
      notwithstanding, such assigning Lender shall continue to be entitled to the
      benefit of all indemnities hereunder as specified herein with respect to matters
      arising out of the prior involvement of such assigning Lender as a Lender
      hereunder); (iii) the Commitments shall be modified to reflect any Commitment
      of
      such assignee; and (iv) if any such assignment occurs after the issuance of
      any
      Loan Note hereunder, the assigning Lender shall, upon the effectiveness of
      such
      assignment or as promptly thereafter as practicable, surrender its applicable
      Loan Notes to Administrative Agent for cancellation, and thereupon Borrower
      shall issue and deliver new Loan Notes, if so requested by the assignee and/or
      assigning Lender, to such assignee and/or to such assigning Lender, with
      appropriate insertions, to reflect the outstanding Loans of the assignee and/or
      the assigning Lender. 

     

    (g)
      Participations.
      

     

    (i)
      Each
      Lender shall have the right at any time to sell one or more participations
      to
      any Person (other than Holdings, any of its Subsidiaries or any of its
      Affiliates) in all or any part of its Commitments, Loans or in any other
      Obligation.

     

    (ii)
      The
      holder of any such participation, other than an Affiliate of the Lender granting
      such participation, shall not be entitled to require such Lender to take or
      omit
      to take any action hereunder except with respect to any amendment, modification
      or waiver that would (A) extend the final scheduled maturity of any Loan or
      Loan
      Note in which such participant is participating, or reduce the rate or extend
      the time of payment of interest or fees thereon (except in connection with
      a
      waiver of applicability of any post-default increase in interest rates) or
      reduce the principal amount thereof, or increase the amount of the participant’s
      participation over the amount thereof then in effect (it being understood that
      a
      waiver of any Default or Event of Default or of a mandatory reduction in the
      Commitment shall not constitute a change in the terms of such participation,
      and
      that an increase in any Commitment or Loan shall be permitted without the
      consent of any participant if the participant’s participation is not increased
      as a result thereof) or (B) consent to the assignment or transfer by any Credit
      Party of any of its rights and obligations under this Agreement.

     

    (iii)
      Borrower agrees that each participant shall be entitled to the benefits of
      Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and
      had acquired its interest by assignment pursuant to paragraph (c) of this
      Section; provided,
      (x) a
      participant shall not be entitled to receive any greater payment under Section
      2.19 or 2.20 than the applicable Lender would have been entitled to receive
      with
      respect to the participation sold to such participant, unless the sale of the
      participation to such participant is made with Borrower’s prior written consent
      and (y) a participant that would be a Non-US Lender if it were a Lender shall
      not be entitled to the benefits of Section 2.20 unless Borrower is notified
      of
      the participation sold to such participant and such participant agrees, for
      the
      benefit of Borrower, to comply with Section 2.20 as though it were a Lender;
      provided further
      that,
      except as specifically set forth in clauses (x) and (y) of this sentence,
      nothing herein shall require any notice to the Borrower or any other Person
      in
      connection with the sale of any participation. To the extent permitted by law,
      each participant also shall be entitled to the benefits of Section 10.4 as
      though it were a Lender, provided such Participant agrees to be subject to
      Section 2.17 as though it were a Lender. 

    


    
      
        
          
          

        

        
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    (h)
      Certain
      Other Assignments and Participations.
      In
      addition to any other assignment or participation permitted pursuant to this
      Section 10.6 any Lender may assign and/or pledge all or any portion of its
      Loans, the other Obligations owed by or to such Lender, and its Loan Notes,
      if
      any, to secure obligations of such Lender including, without limitation, to
      any
      Federal Reserve Bank as collateral security pursuant to Regulation A of the
      Board of Governors and any operating circular issued by such Federal Reserve
      Bank; provided
      that no
      Lender, as between Borrower and such Lender, shall be relieved of any of its
      obligations hereunder as a result of any such assignment and pledge, and
provided further,
      that in
      no event shall the applicable Federal Reserve Bank, pledgee or trustee, be
      considered to be a “Lender” or be entitled to require the assigning Lender to
      take or omit to take any action hereunder.

     

    10.7.
      Independence
      of Covenants.
      All
      covenants hereunder shall be given independent effect so that if a particular
      action or condition is not permitted by any of such covenants, the fact that
      it
      would be permitted by an exception to, or would otherwise be within the
      limitations of, another covenant shall not avoid the occurrence of a Default
      or
      an Event of Default if such action is taken or condition exists.

    


    10.8.
      Survival
      of Representations, Warranties and Agreements.
      All
      representations, warranties and agreements made herein shall survive the
      execution and delivery hereof and the making of any Credit Extension.
      Notwithstanding anything herein or implied by law to the contrary, the
      agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20,
      10.2,
      10.3, 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3,
      9.5 and 9.6 shall survive the payment of the Loans and the termination
      hereof.

     

    10.9.
      No
      Waiver; Remedies Cumulative.
      No
      failure or delay on the part of any Agent or any Lender in the exercise of
      any
      power, right or privilege hereunder or under any other Credit Document shall
      impair such power, right or privilege or be construed to be a waiver of any
      default or acquiescence therein, nor shall any single or partial exercise of
      any
      such power, right or privilege preclude other or further exercise thereof or
      of
      any other power, right or privilege. The rights, powers and remedies given
      to
      each Agent and each Lender hereby are cumulative and shall be in addition to
      and
      independent of all rights, powers and remedies existing by virtue of any statute
      or rule of law or in any of the other Credit Documents. Any forbearance or
      failure to exercise, and any delay in exercising, any right, power or remedy
      hereunder shall not impair any such right, power or remedy or be construed
      to be
      a waiver thereof, nor shall it preclude the further exercise of any such right,
      power or remedy.

    


    
      
        
          
          

        

        
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    10.10.
      Marshalling;
      Payments Set Aside.
      Neither
      any Agent nor any Lender shall be under any obligation to marshal any assets
      in
      favor of any Credit Party or any other Person or against or in payment of any
      or
      all of the Obligations. To the extent that any Credit Party makes a payment
      or
      payments to Administrative Agent or Lenders (or to Administrative Agent, on
      behalf of Lenders), or any Agent or Lenders exercise their rights of setoff,
      and
      such payment or payments or the proceeds of such enforcement or setoff or any
      part thereof are subsequently invalidated, declared to be fraudulent or
      preferential, set aside and/or required to be repaid to a trustee, receiver
      or
      any other party under any bankruptcy law, any other state or federal law, common
      law or any equitable cause, then, to the extent of such recovery, the obligation
      or part thereof originally intended to be satisfied, and all rights and remedies
      therefor or related thereto, shall be revived and continued in full force and
      effect as if such payment or payments had not been made or such enforcement
      or
      setoff had not occurred.

     

    10.11.
      Severability.
      In case
      any provision in or obligation hereunder or under any other Credit Document
      shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
      legality and enforceability of the remaining provisions or obligations, or
      of
      such provision or obligation in any other jurisdiction, shall not in any way
      be
      affected or impaired thereby.

     

    10.12.
      Obligations
      Several; Independent Nature of Lenders’ Rights.
      The
      obligations of Lenders hereunder are several and no Lender shall be responsible
      for the obligations or Commitment of any other Lender hereunder. Nothing
      contained herein or in any other Credit Document, and no action taken by Lenders
      pursuant hereto or thereto, shall be deemed to constitute Lenders as a
      partnership, an association, a joint venture or any other kind of entity. The
      amounts payable at any time hereunder to each Lender shall be a separate and
      independent debt, and each Lender shall be entitled to protect and enforce
      its
      rights arising out hereof and it shall not be necessary for any other Lender
      to
      be joined as an additional party in any proceeding for such
      purpose.

     

    10.13.
      Headings.
      Section headings herein are included herein for convenience of reference
      only and shall not constitute a part hereof for any other purpose or be given
      any substantive effect.

     

    10.14.
      APPLICABLE
      LAW.
      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
      BE
      GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
      THEREOF.

    


    10.15.
      CONSENT
      TO JURISDICTION.
      ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR
      RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY
      BE
      BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
      COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH
      CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY
      (A)
      ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE
      OF
      SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT
      SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
      BY
      REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT
      PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT
      SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL
      JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY
      SUCH
      COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
      AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN
      ANY
      OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY
      IN THE COURTS OF ANY OTHER JURISDICTION.

    


    
      
        
          
          

        

        
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    10.16.
      WAIVER
      OF JURY TRIAL.
      EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO
      A
      JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER
      OR
      UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING
      TO
      THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP
      THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
      ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
      THAT
      RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS,
      TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
      CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
      TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS
      WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY
      ON
      THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS
      AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND
      THAT
      IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
      WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
      MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
      SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES
      HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
      SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR
      TO
      ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN
      THE
      EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
      TRIAL
      BY THE COURT.

    


    
      
        
          
          

        

        
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    10.17.
      Confidentiality.
      Each
      Agent, and each Lender shall hold all non-public information regarding Borrower
      and its Subsidiaries and their businesses identified as such by Borrower and
      obtained by such Lender pursuant to the requirements hereof in accordance with
      such Lender’s customary procedures for handling confidential information of such
      nature, it being understood and agreed by Borrower that, in any event, each
      Agent and each Lender may make (i) disclosures of such information to Affiliates
      of such Lender or Agent and to their respective agents and advisors (and to
      other Persons authorized by a Lender or Agent to organize, present or
      disseminate such information in connection with disclosures otherwise made
      in
      accordance with this Section 10.17), (ii) disclosures of such information
      reasonably required by any pledgee referred to in Section 10.6(h) or any
      bona fide or potential assignee, transferee or participant in connection with
      the contemplated assignment, transfer or participation of any Loans or any
      participations therein or by any direct or indirect contractual counterparties
      (or the professional advisors thereto) to any swap or derivative transaction
      relating to the Borrower and its obligations (provided, such assignees,
      transferees, participants, counterparties and advisors are advised of and agree
      to be bound by either the provisions of this Section 10.17 or other provisions
      at least as restrictive as this Section 10.17), (iii) disclosure to any rating
      agency when required by it, provided
      that,
      prior to any disclosure, such rating agency shall undertake in writing to
      preserve the confidentiality of any confidential information relating to the
      Credit Parties received by it from any of the Agents or any Lender, (iv)
      disclosures in connection with the exercise of any remedies hereunder or under
      any other Credit Document and (v) disclosures required or requested by any
      governmental agency or representative thereof or by the NAIC or pursuant to
      legal or judicial process; provided,
      unless
      specifically prohibited by applicable law or court order, each Lender and each
      Agent shall make reasonable efforts to notify Borrower of any request by any
      governmental agency or representative thereof (other than any such request
      in
      connection with any examination of the financial condition or other routine
      examination of such Lender by such governmental agency) for disclosure of any
      such non-public information prior to disclosure of such information. In
      addition, 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 and management
      of
      this Agreement and the other Credit Documents.

    


    10.18.
      Usury
      Savings Clause.
      Notwithstanding any other provision herein, the aggregate interest rate charged
      with respect to any of the Obligations, including all charges or fees in
      connection therewith deemed in the nature of interest under applicable law
      shall
      not exceed the Highest Lawful Rate. If the rate of interest (determined without
      regard to the preceding sentence) under this Agreement at any time exceeds
      the
      Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall
      bear interest at the Highest Lawful Rate until the total amount of interest
      due
      hereunder equals the amount of interest which would have been due hereunder
      if
      the stated rates of interest set forth in this Agreement had at all times been
      in effect. In addition, if when the Loans made hereunder are repaid in full
      the
      total interest due hereunder (taking into account the increase provided for
      above) is less than the total amount of interest which would have been due
      hereunder if the stated rates of interest set forth in this Agreement had at
      all
      times been in effect, then to the extent permitted by law, Borrower shall pay
      to
      Administrative Agent an amount equal to the difference between the amount of
      interest paid and the amount of interest which would have been paid if the
      Highest Lawful Rate had at all times been in effect. Notwithstanding the
      foregoing, it is the intention of Lenders and Borrower to conform strictly
      to
      any applicable usury laws. Accordingly, if any Lender contracts for, charges,
      or
      receives any consideration which constitutes interest in excess of the Highest
      Lawful Rate, then any such excess shall be cancelled automatically and, if
      previously paid, shall at such Lender’s option be applied to the outstanding
      amount of the Loans made hereunder or be refunded to Borrower. 

    


    
      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      

    

    


    10.19.
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed an original, but all such counterparts
      together shall constitute but one and the same instrument.

     

    10.20.
      Effectiveness;
      Integration.
      This
      Agreement shall become effective upon the execution of a counterpart hereof
      by
      each of the parties hereto and receipt by Borrower and Administrative Agent
      of
      written or telephonic notification of such execution and authorization of
      delivery thereof. With the exception of the Engagement Letter, the Fee Letter
      and the indemnification (to the extent not separately covered by Section 10.3),
      confidentiality, jurisdiction, governing law, waiver of jury trial and the
      syndication provisions contained in the Commitment Letter that shall remain
      in
      full force and effect with respect to matters covered by the Commitment Letter,
      the Borrower’s and the Lenders’ and their respective Affiliates’ obligations
      under the Commitment Letter shall terminate and be superseded (and Borrower,
      the
      Lenders and their respective Affiliates shall be released from all liability
      in
      connection with such terminated and superseded obligations under such Commitment
      Letter) by the Credit Documents (together with any other documents, instruments
      or agreements executed and delivered in connection therewith). In the event
      that
      any provision of any Exhibit to this Agreement is deemed to conflict with this
      Agreement, the provisions of this Agreement shall control.

     

    10.21.
      Patriot Act.
      Each
      Lender and Administrative Agent (for itself and not on behalf of any Lender)
      hereby notifies Borrower that pursuant to the requirements of the Patriot Act,
      it is required to obtain, verify and record information that identifies the
      Credit Parties, which information includes the names and addresses of the Credit
      Parties and other information that will allow such Lender or Administrative
      Agent, as applicable, to identify the Credit Parties in accordance with the
      Act.

    


    10.22.
      Electronic
      Execution of Assignments.
      The
      words
“execution,” “signed,” “signature,” and words of like import in any Assignment
      Agreement 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.

    


    
      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      

    

    


    10.23.
      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 Borrower. The Borrower
      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 the Lenders and the Borrower, its stockholders or its
      affiliates. You acknowledge and agree that (i) the transactions contemplated
      by
      the Credit Documents are arm’s-length commercial transactions between the
      Lenders, on the one hand, and the Borrower, on the other, (ii) in connection
      therewith and with the process leading to such transaction each of the Lenders
      is acting solely as a principal and not the agent or fiduciary of the Borrower,
      its management, stockholders, creditors or any other person, (iii) no Lender
      has
      assumed an advisory or fiduciary responsibility in favor of the Borrower with
      respect to the transactions contemplated hereby or the process leading thereto
      (irrespective of whether any Lender or any of its affiliates has advised or
      is
      currently advising the Borrower on other matters) or any other obligation to
      the
      Borrower except the obligations expressly set forth in the Credit Documents
      and
      (iv) the Borrower has consulted its own legal and financial advisors to the
      extent deemed appropriate. The Borrower further acknowledges and agrees that
      it
      is responsible for making its own independent judgment with respect to such
      transactions and the process leading thereto. The Borrower agrees that it will
      not claim that any Lender has rendered advisory services of any nature or
      respect, or owes a fiduciary or similar duty to the Borrower, in connection
      with
      such transaction or the process leading thereto. 

    


    [Remainder
      of page intentionally left blank]

    


    
      
        
          
          

        

        
          109

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	
              AX
                ACQUISITION CORP.

            
	
              AX
                HOLDING CORP.

            
	 	 
	
              By:

            	 

	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              AEROFLEX
                INCORPORATED

            
	 	 
	
              By:

            	/s/
              John Adamovich
	 	
              Name:
                John Adamovich

            
	 	
              Title:
                Senior Vice President, Chief Financial Officer

            
	 	 
	
              AEROFLEX
                / INMET, INC.

            
	 	 
	
              By:

            	/s/
              Charles Badlato
	 	
              Name:
                Charles Badlato

            
	 	
              Title:
                Treasurer, Assistant Secretary

            
	 	 
	
              AEROFLEX
                / KDI, INC.,

            
	
              AEROFLEX
                / METELICS, INC.,

            
	
              AEROFLEX
                / WEINSCHEL, INC.,

            
	
              AEROFLEX
                BLOOMINGDALE, INC.

            
	
              AEROFLEX
                COLORADO SPRINGS, INC.,

            
	
              AEROFLEX
                INCORPORATED,

            
	
              AEROFLEX MICROELECTRONIC SOLUTIONS, INC.,

            
	
              AEROFLEX
                PLAINVIEW, INC.,

            
	
              AEROFLEX
                POWELL, INC.,

            
	
              AEROFLEX
                SYSTEMS CORP.,

            
	
              AEROFLEX
                WICHITA, INC.,

            
	
              AIF
                CORP.,

            
	
              IFR
                FINANCE, INC.,

            
	
              IFR
                SYSTEMS, INC.,

            
	
              MCE
                ASIA, INC.,

            
	
              MICRO-METRICS,
                INC.

            
	 	 
	
              By:

            	/s/
              John Adamovich
	 	
              Name:
                John Adamovich

            
	 	
              Title:

            


    

    

      Exchangeable
        Senior Unsecured

      Credit
        and Guaranty Agreement

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P.,

            
	
              as Administrative Agent, Sole Lead Arranger, Sole 

              Bookrunner, Syndication Agent and a Lender

            
	 	 
	
              By:

            	   

	 	
              Authorized
                Signatory

            
	 	 
	
              ____________________

            
	
              as
                a Lender

            
	 	 
	
              By:

            	   

	 	
              Name:

            
	 	
              Title:

            


    

    

      Exchangeable
        Senior Unsecured

      Credit
        and Guaranty Agreement

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    APPENDIX
      A

    TO
      EXCHANGEABLE SENIOR UNSECURED 

    CREDIT
      AND GUARANTY AGREEMENT

    


    Commitment

    

      
        	
                 

                Lender

              	 	
                Commitment

              	 	
                Pro

                Rata Share

              	 
	
                Goldman Sachs
                  Credit Partners L.P.

              	 	
                
                

                $

              	
                
                

                ___,___,___.__

              	 	 	
                
                

                __._

              	
                
                

                %

              
	
                 

              	 	
                $

              	___,___,___.__	 	 	
                
                

                __._

              	
                
                

                %

              
	
                 

              	 	
                $

              	 ___,___,___.__	 	 	
                
                

                __._

              	
                
                

                %

              
	
                Total

              	 	
                
                

                $

              	
                
                

                225,000,000.00

              	 	 	
                
                

                100

              	
                
                

                %

              


      

    

     

    
      APPENDIX
        A

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    APPENDIX
      B

    TO
      EXCHANGEABLE SENIOR UNSECURED 

    CREDIT
      AND GUARANTY AGREEMENT

    


    Notice
      Addresses

    


    AX
      ACQUISITION CORP.

    c/o
      Veritas Capital Fund Management, L.L.C.

    590
      Madison Avenue, 41st
      Floor

    New
      York,
      NY 10022

    Attention:
      Mr. Hugh Evans

    Facsimile:

    


    AX
      HOLDING CORP.

    c/o
      Veritas Capital Fund Management, L.L.C.

    590
      Madison Avenue, 41st
      Floor

    New
      York,
      NY 10022

    Attention:
      Mr. Hugh Evans

    Facsimile:

    


    [NAME
      OF
      SUBSIDIARY]

    


    
      	
               
                

            
	
                
                

            
	
               
                

            
	
              Attention:

            
	
              Facsimile:

            


    

    


    in
      each
      case, with a copy to:

    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New
      York,
      New York 10022

    Attention:
      Benjamin Polk, Esq.

    Facsimile:
      212-593-5955

    

      APPENDIX
        B-1

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P., 

    Lead
      Arranger and Syndication Agent’s Principal Office and as a Lender: 

     

    Goldman
      Sachs Credit Partners L.P. 

    c/o
      Goldman, Sachs & Co. 

    30
      Hudson
      Street, 17th Floor 

    Jersey
      City, NJ 07302 

    Attention:
      SBD Operations 

    Attention: 
      Pedro Ramirez 

    Telecopier: 
      (212) 357-4597  

    Email
      and
      for delivery of final financial statements for posting: gsd.link@gs.com


     

    with
      a
      copy to: 

     

    Goldman
      Sachs Credit Partners L.P. 

    1
      New
      York Plaza 

    New
      York,
      New York  10004 

    Attention: 
      Elizabeth Fischer 

    Telecopier: 
      (212) 902-3000 

     

    
      APPENDIX
        B-2

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    [GOLDMAN
      SACHS CREDIT PARTNERS L.P.],

    as
      Administrative Agent and a Lender

    


    
      	
              Principal
                Office:

            
	 	
               
                

            
	 	
               
                

            
	 	
               
                

            
	 	
              Attention:

            
	 	
              Facsimile:

            
	 	 
	
              with
                a copy to:

            
	 	
               
                

            
	 	
               
                

            
	 	
                
                

            
	 	
              Attention:

            
	 	
              Facsimile:

            


    

    

      APPENDIX
        B-3