exhibit10-2creditamendme







EXECUTION COPY   1   74916754_5   FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL AMENDMENT   This FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL   AMENDMENT (this “Amendment”) is dated as of February 26, 2016, and effective in accordance with   Section 6 below, by and among REALPAGE, INC., a Delaware corporation (the “Borrower”), certain   subsidiaries of the Borrower party hereto, each of the Existing Lenders referred to below, each financial   institution identified on the signature pages hereto as New Lenders (the “New Lenders”), and WELLS   FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent   for the Lenders party to the Credit Agreement (“Administrative Agent”).   STATEMENT OF PURPOSE:   WHEREAS, the Borrower, certain financial institutions party thereto (the “Existing Lenders” and,   together with the New Lenders, the “Lenders”) and the Administrative Agent have entered into that certain   Credit Agreement dated as of September 30, 2014 (as amended, restated, supplemented or otherwise   modified from time to time, the “Credit Agreement”);   WHEREAS, the Borrower has requested an Incremental Term Loan in a principal amount of   $125,000,000 in accordance with Section 2.7 of the Credit Agreement (the “Incremental Term Loan-1”);   WHEREAS, subject to the terms of this Amendment, each Lender has severally committed (such   several commitments, the “Incremental Term Loan-1 Commitments”) to make the Incremental Term   Loan-1;   WHEREAS, each New Lender has agreed to purchase a pro rata share of Revolving Credit   Commitments and Revolving Credit Exposure from the Existing Lenders;   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which   are hereby acknowledged, the parties hereto hereby agree as follows:   Section 1. Capitalized Terms.  All capitalized undefined terms used in this Amendment   (including, without limitation, in the introductory paragraph and the statement of purpose hereto) shall   have the meanings assigned thereto in the Credit Agreement (as amended by this Amendment).   Section 2. Amendments to Credit Agreement. Effective as of the First Amendment   Effective Date (as defined below) and subject to the terms and conditions set forth herein and in reliance   upon representations and warranties set forth herein, the parties hereto agree that the Credit Agreement is   amended as follows:   (a) General Amendments to Credit Agreement.  The body of the Credit Agreement is   hereby amended to delete the stricken text and to add the double-underlined text as set forth in the Credit   Agreement attached as Annex A.   (b) Amendment to Schedule 1.1. Schedule 1.1 to the Credit Agreement is hereby   amended and restated in its entirety in the form of Annex B attached hereto.   (c) Amendment to Exhibit G. Exhibit G to the Credit Agreement is hereby amended   and restated in its entirety in the form of Annex C attached hereto.   Exhibit 10.2    





 







2   74916754_5   Section 3. Incremental Term Loan-1.   (a) Each Lender severally agrees to fund a portion of the Incremental Term Loan-1   equal to its Incremental Term Loan-1 Commitment to the Borrower on the First Amendment Effective   Date in accordance with and subject to the terms and conditions of Article IV of the Credit Agreement (as   amended by this Amendment).   (b) On and as of the First Amendment Effective Date, each Lender (i) shall be   deemed to be an Incremental Lender with an Incremental Term Loan-1 Commitment, (ii) shall perform all   of the obligations that are required to be performed by it as such under the Loan Documents and (iii) shall   be entitled to the benefits, rights and remedies as such set forth in the Loan Documents.   (c) The Incremental Term Loan-1 shall be deemed to have been incurred under   clause (A)(1) of the proviso in Section 2.7 of the Credit Agreement.   (d) This Amendment shall (i) be deemed to be an “Incremental Amendment” in   accordance with Section 2.7(d)(iii) of the Credit Agreement and (ii) constitute a “Loan Document” for all   purposes of the Credit Agreement and the other Loan Documents.   Section 4. New Lender Joinder.  By its execution of this Amendment, each New Lender   hereby acknowledges, agrees and confirms that, on and after the First Amendment Effective Date:   (a) it will be deemed to be a party to the Credit Agreement as a “Lender”, a   “Revolving Credit Lender” and a “Term Loan Lender” for all purposes of the Credit Agreement and the   other Loan Documents, and shall have all of the obligations of, and shall be entitled to the benefits of, a   Lender, a Revolving Credit Lender and a Term Loan Lender under the Credit Agreement as if it had   executed the Credit Agreement;   (b) it will be bound by all of the terms, provisions and conditions contained in the   Credit Agreement and the other Loan Documents;   (c) it has received a copy of the Credit Agreement, copies of the most recent   financial statements delivered pursuant to Section 8.1 thereof and such other documents and information   as it deems appropriate, independently and without reliance upon the Administrative Agent, the Arranger,   any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter   into this Amendment and to become a Lender, a Revolving Credit Lender and a Term Loan Lender under   the Credit Agreement;   (d) it will, independently and without reliance upon the Administrative Agent, the   Arranger, any other Lender or any of their respective Affiliates and based on such documents and   information as it shall from time to time deem appropriate, continue to make its own decisions in taking   or not taking action under or based upon the Credit Agreement, any other Loan Document or any related   agreement or any document furnished hereunder or thereunder;   (e) it will perform in accordance with their terms all of the obligations which by the   terms of the Loan Documents are required to be performed by it as a Lender, a Revolving Credit Lender   and a Term Loan Lender; and   (f) it will provide any additional documentation (including, without limitation, any   Assignment and Assumption to be executed in connection with this Amendment) to evidence its status as     





 







3   74916754_5   a Lender, a Revolving Credit Lender and a Term Loan Lender as of the First Amendment Effective Date   or as required to be delivered by it pursuant to the terms of the Credit Agreement.   Section 5.         Reallocation of Revolving Credit Commitments and Revolving Credit Exposure.   (a) As of the First Amendment Effective Date and after giving effect to this   Amendment, the Revolving Credit Commitments and Revolving Credit Commitment Percentages of the   Lenders are as set forth on Annex B hereto.   (b) In connection with this Amendment, as of the First Amendment Effective Date,   each New Lender hereby agrees to purchase from the Existing Lenders at par, and each Existing Lender   agrees to sell to the New Lenders at par, Revolving Credit Commitments and the related Revolving Credit   Exposure, in each case in amounts such that, on the First Amendment Effective Date, (i) each Lender’s   Revolving Credit Commitment Percentage shall equal the Revolving Credit Commitment Percentage set   forth on Annex B hereto and (ii) each Lender’s Revolving Credit Exposure shall equal its Revolving   Credit Commitment Percentage set forth on Annex B hereto times the Revolving Credit Exposure   immediately prior to giving effect to this Amendment.   (c) In connection with such sales and purchases, notwithstanding the terms of   Section 12.9 of the Credit Agreement, (i) no Assignment and Assumption shall be required, unless   requested by the applicable Lender or Lenders, (ii) no fee shall be required to be paid pursuant to Section   12.9(b)(iv) of the Credit Agreement and (iii) the Administrative Agent may use this Amendment to record   the Revolving Credit Commitments in the Register.   (d) The parties hereto agree that the Administrative Agent may reallocate the   Revolving Credit Loans and other Revolving Credit Exposure in accordance with the updated Revolving   Credit Commitment Percentages as of the First Amendment Effective Date (and the Lenders agree to   make all payments and adjustments necessary to effect such reallocation). The Lenders party hereto agree   to waive any costs required to be paid by the Borrower pursuant to Section 5.9 of the Credit Agreement in   connection with such reallocation.   Section 6. Conditions to Effectiveness.  This Amendment shall be deemed to be effective   upon the satisfaction or waiver of each of the following conditions to the reasonable satisfaction of the   Administrative Agent (such date, the “First Amendment Effective Date”):   (a) The Administrative Agent’s receipt of the following, each properly executed by a   Responsible Officer of the signing Credit Party, each in form and substance reasonably satisfactory to the   Administrative Agent:   (i) this Amendment, duly executed by each of the Credit Parties, the   Administrative Agent, each of the New Lenders and each of the Existing Lenders;   (ii) an Incremental Term Loan Note and/or Revolving Credit Note executed   by the Borrower in favor of each Lender that has requested an Incremental Term Loan Note   and/or Revolving Credit Note at least two (2) Business Days in advance of the First Amendment   Effective Date;   (iii) a certificate of a Responsible Officer of each Credit Party certifying that   (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such   Credit Party have not been amended since the date of the last delivered certificate, or if they have   been amended, attached thereto are true, correct and complete copies of the same, certified as of a     





 







4   74916754_5   recent date by the appropriate Governmental Authority in its jurisdiction of incorporation,   organization or formation (or equivalent), as applicable, (B) the bylaws or other governing   document of such Credit Party have not been amended since the date of the last delivered   certificate, or if they have been amended, attached thereto are true, correct and complete copies of   the same, (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by   the board of directors (or other governing body) of such Credit Party authorizing and approving   the transactions contemplated hereunder and the execution, delivery and performance of this   Amendment and the Credit Agreement as amended by this Amendment and (D) attached thereto   is a true, correct and complete copy of such certificates of good standing from the applicable   secretary of state of the state of incorporation, organization or formation (or equivalent), as   applicable, of each Credit Party; and   (iv) opinion from counsel to the Credit Parties, substantially in form and   substance reasonably satisfactory to the Administrative Agent.   (b) Payment of (i) all fees and expenses of the Administrative Agent and Wells   Fargo Securities, LLC, and in the case of expenses, to the extent invoiced at least two (2) Business Days   prior to the First Amendment Effective Date (except as otherwise reasonably agreed to by the Borrower),   required to be paid on the First Amendment Effective Date and (ii) all fees to the Lenders required to be   paid on the First Amendment Effective Date.   (c) The representations and warranties in Section 7 of this Amendment shall be true   and correct as of the First Amendment Effective Date.   For purposes of determining compliance with the conditions specified in this Section 6, each Lender that   has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied   with, each document or other matter required thereunder to be consented to or approved by or acceptable   or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender   prior to the proposed First Amendment Effective Date specifying its objection thereto.   Section 7. Representations and Warranties. By its execution hereof, each Credit Party   hereby represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof   after giving effect to this Amendment:   (a) each of the representations and warranties made by the Credit Parties in or   pursuant to the Loan Documents is true and correct in all material respects (except to the extent that such   representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case   it shall be true and correct in all respects), in each case, on and as of the date hereof as if made on and as   of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in   which case such representations and warranties are true and correct in all material respects as of such   earlier date;   (b) no Default or Event of Default has occurred and is continuing as of the date   hereof or after giving effect hereto;   (c) it has the right and power and is duly authorized and empowered to enter into,   execute and deliver this Amendment and to perform and observe the provisions of this Amendment;   (d) this Amendment has been duly authorized and approved by such Credit Party’s   board of directors or other governing body, as applicable, and constitutes a legal, valid and binding   obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms,     





 







5   74916754_5   subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting   creditors’ rights generally and subject to general principles of equity, regardless of whether considered in   a proceeding in equity or at law; and   (e) the execution, delivery and performance of this Amendment do not conflict with,   result in a breach in any of the provisions of, constitute a default under, or result in the creation of a Lien   (other than Permitted Liens) upon any assets or property of any of the Credit Parties, or any of their   respective Subsidiaries, under the provisions of, such Credit Party’s or such Subsidiary’s organizational   documents or any material agreement to which such Credit Party or Subsidiary is a party.   Section 8. Effect of this Amendment. On and after the First Amendment Effective Date,   references in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”,   “hereby”, “herein”, and “hereof”) and in any Loan Document to the “Credit Agreement” shall be deemed   to be references to the Credit Agreement as modified hereby.  Except as expressly provided herein, the   Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect.    Except as expressly set forth herein, this Amendment shall not be deemed (a) to be a waiver of, or consent   to, a modification or amendment of, any other term or condition of the Credit Agreement or any other   Loan Document, (b) to prejudice any other right or rights which the Administrative Agent or the Lenders   may now have or may have in the future under or in connection with the Credit Agreement or the other   Loan Documents or any of the instruments or agreements referred to therein, as the same may be   amended, restated, supplemented or otherwise modified from time to time, (c) to be a commitment or any   other undertaking or expression of any willingness to engage in any further discussion with the Borrower   or any other Person with respect to any waiver, amendment, modification or any other change to the   Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the   Administrative Agent, or any of them, under or with respect to any such documents or (d) to be a waiver   of, or consent to or a modification or amendment of, any other term or condition of any other agreement   by and among the Credit Parties, on the one hand, and the Administrative Agent or any other Lender, on   the other hand.      Section 9. Costs and Expenses. The Borrower hereby reconfirms its obligations pursuant to   Section 12.3 of the Credit Agreement to pay and reimburse the Administrative Agent and its Affiliates in   accordance with the terms thereof.   Section 10. Acknowledgments and Reaffirmations. Each Credit Party (a) consents to this   Amendment and agrees that the transactions contemplated by this Amendment shall not limit or diminish   the obligations of such Person under, or release such Person from any obligations under, any of the Loan   Documents to which it is a party, (b) confirms and reaffirms its obligations under each of the Loan   Documents to which it is a party and (c) agrees that each of the Loan Documents to which it is a party   remain in full force and effect and are hereby ratified and confirmed.   Section 11. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND   CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.   Section 12. Counterparts. This Amendment may be executed in any number of counterparts,   and by different parties hereto in separate counterparts and by facsimile signature, each of which   counterparts when so executed and delivered shall be deemed to be an original and all of which taken   together shall constitute but one and the same agreement.   Section 13. Electronic Transmission. Delivery of this Amendment by facsimile, telecopy or   pdf shall be effective as delivery of a manually executed counterpart hereof; provided that, upon the request     





 







6   74916754_5   of any party hereto, such facsimile transmission or electronic mail transmission shall be promptly followed   by the original thereof.   Section 14. Nature of Agreement.  For purposes of determining withholding Taxes imposed   under FATCA from and after the Amendment Effective Date, the Borrower and the Administrative Agent   shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement (as   amended by this Amendment) as not qualifying as a “grandfathered obligation” within the meaning of   Treasury Regulation Section 1.1471-2(b)(2)(i).   [Signature Pages Follow]    





 







RealPage, Inc.   First Amendment to Credit Agreement and Incremental Amendment   Signature Page   IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as   of the date and year first above written.   BORROWER:   REALPAGE, INC.   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer      SUBSIDIARY GUARANTORS:   MULTIFAMILY INTERNET VENTURES, LLC   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer   PROPERTYWARE LLC   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer   LEVEL ONE LLC   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer   OURPARENTS LLC   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer     





 







RealPage, Inc.   First Amendment to Credit Agreement and Incremental Amendment   Signature Page   REALPAGE VENDOR COMPLIANCE LLC   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer   VELOCITY UTILITY SOLUTIONS LLC   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer   KIGO, INC.   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer   LEASESTAR LLC   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer   RP NEWCO XV LLC   By:  /s/ W. Bryan Hill        Name:  W. Bryan Hill   Title:  Executive Vice President, Chief Financial Officer and   Treasurer     





 







RealPage, Inc.   First Amendment to Credit Agreement and Incremental Amendment   Signature Page   ADMINISTRATIVE AGENT AND LENDERS:   WELLS FARGO BANK, NATIONAL ASSOCIATION, as   Administrative Agent, Swingline Lender, Issuing Lender and   Lender   By:    /s/ Reid Landers        Name:  Reid Landers   Title:  Vice President     





 







RealPage, Inc.   First Amendment to Credit Agreement and Incremental Amendment   Signature Page   BANK OF AMERICA, N.A., as Lender   By:  /s/ Jennifer Yan        Name:  Jennifer Yan   Title: Senior Vice President     





 







RealPage, Inc.   First Amendment to Credit Agreement and Incremental Amendment   Signature Page   JPMORGAN CHASE BANK, N.A., as Lender   By:   /s/ Justin Kelley        Name:  Justin Kelley   Title:  Executive Director     





 







RealPage, Inc.   First Amendment to Credit Agreement and Incremental Amendment   Signature Page   FIFTH THIRD BANK, as Lender   By:   /s/ Glen Mastey        Name:  Glen Mastey   Title:  Managing Director     





 







RealPage, Inc.   First Amendment to Credit Agreement and Incremental Amendment   Signature Page   COMERICA BANK, as Lender   By:   /s/ Charles Fell        Name:  Charles Fell   Title:  Vice President     





 







RealPage, Inc.   First Amendment to Credit Agreement and Incremental Amendment   Signature Page   NEW LENDERS:   REGIONS BANK, as New Lender   By:   /s/ Jason Douglas        Name:  Jason Douglas   Title:  Director     





 







RealPage, Inc.   First Amendment to Credit Agreement and Incremental Amendment   Signature Page   CAPITAL ONE, NATIONAL ASSOCIATION, as New Lender    By:  /s/ René Kiehn        Name:  René Kiehn   Title:  Senior Vice President     





 







74916754_5   ANNEX A   Amended Credit Agreement   [See Attached]    





 







EXECUTION VERSION   Published CUSIP Number:  75605VAA0   Revolving Credit CUSIP Number:  75605VAB8   $200,000,000325,000,000   CREDIT AGREEMENT   dated as of September 30, 2014,   (as amended by the First Amendment dated as of February 26, 2016)   by and among   REALPAGE, INC.,   as Borrower,   the Lenders referred to herein,   as Lenders,   and   WELLS FARGO BANK, NATIONAL ASSOCIATION,   as Administrative Agent,   Swingline Lender and Issuing Lender   FIFTH THIRD BANK,   as Syndication Agent   WELLS FARGO SECURITIES, LLC,   as Sole Lead Arranger and Sole Bookrunner   59442126_1074897129_7    





 







TABLE OF CONTENTS   Page   ARTICLE I DEFINITIONS 1   SECTION 1.1 Definitions 1   SECTION 1.2 Other Definitions and Provisions 2931   SECTION 1.3 Accounting Terms 2931   SECTION 1.4 UCC Terms 3032   SECTION 1.5 Rounding 3032   SECTION 1.6 References to Agreement and Laws 3032   SECTION 1.7 Times of Day 3032   SECTION 1.8 Letter of Credit Amounts 3032   SECTION 1.9 Guarantees 3132   SECTION 1.10 Covenant Compliance Generally 3132   ARTICLE II REVOLVING CREDIT FACILITY 3133   SECTION 2.1 Revolving Credit Loans 3133   SECTION 2.2 Swingline Loans 3133   SECTION 2.3 Procedure for Advances of Revolving Credit Loans and Swingline   Loans 3334   SECTION 2.4 Repayment and Prepayment of Revolving Credit and Swingline   Loans 3335   SECTION 2.5 Permanent Reduction of the Revolving Credit Commitment 3536   SECTION 2.6 Termination of Revolving Credit Facility 3537   SECTION 2.7 Incremental Commitments 3537   ARTICLE III LETTER OF CREDIT FACILITY 3839   SECTION 3.1 L/C Facility 3839   SECTION 3.2 Procedure for Issuance of Letters of Credit 3840   SECTION 3.3 Commissions and Other Charges 3940   SECTION 3.4 L/C Participations 3941   SECTION 3.5 Reimbursement Obligation of the Borrower 4042   SECTION 3.6 Obligations Absolute 4042   SECTION 3.7 Effect of Letter of Credit Application 4143   SECTION 3.8 Letters of Credit Issued for Subsidiaries 4143   ARTICLE IV [Reserved] 41TERM LOAN FACILITY 43   SECTION 4.1 Incremental Term Loan-1 43   SECTION 4.2 Procedure for Advance of Term Loans 43     i   59442126_10   74897129_7    





 







TABLE OF CONTENTS   (continued)   Page   SECTION 4.3 Repayment of Term Loans 43   SECTION 4.4 Prepayments of Term Loans 44   ARTICLE V GENERAL LOAN PROVISIONS 4146   SECTION 5.1 Interest 4146   SECTION 5.2 Notice and Manner of Conversion or Continuation of Loans 4247   SECTION 5.3 Fees 4347   SECTION 5.4 Manner of Payment 4348   SECTION 5.5 Evidence of Indebtedness 4448   SECTION 5.6 Sharing of Payments by Lenders 4449   SECTION 5.7 Administrative Agent’s Clawback 4549   SECTION 5.8 Changed Circumstances 4650   SECTION 5.9 Indemnity 4751   SECTION 5.10 Increased Costs 4751   SECTION 5.11 Taxes 4853   SECTION 5.12 Mitigation Obligations; Replacement of Lenders 5156   SECTION 5.13 [Reserved] 5257   SECTION 5.14 Cash Collateral 5257   SECTION 5.15 Defaulting Lenders 5358   ARTICLE VI CONDITIONS OF CLOSING AND BORROWING 5560   SECTION 6.1 Conditions to Closing and Initial Extensions of Credit 5560   SECTION 6.2 Conditions to All Extensions of Credit 5963   ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES 5964   SECTION 7.1 Organization; Power; Qualification 6064   SECTION 7.2 Ownership 6064   SECTION 7.3 Authorization; Enforceability 6065   SECTION 7.4 Compliance of Agreement, Loan Documents and Borrowing with   Laws, Etc 6065   SECTION 7.5 Compliance with Law; Governmental Approvals 6165   SECTION 7.6 Tax Returns and Payments 6165   SECTION 7.7 Intellectual Property Matters 6166   SECTION 7.8 Environmental Matters 6166   SECTION 7.9 Employee Benefit Matters 6267   SECTION 7.10 Margin Stock 6368    ii   59442126_10   74897129_7    





 







TABLE OF CONTENTS   (continued)   Page   SECTION 7.11 Government Regulation 6368   SECTION 7.12 Material Contracts 6368   SECTION 7.13 Employee Relations 6368   SECTION 7.14 Financial Statements 6468   SECTION 7.15 No Material Adverse Change 6468   SECTION 7.16 Solvency 6468   SECTION 7.17 Title to Properties 6469   SECTION 7.18 Litigation 6469   SECTION 7.19 Anti-Corruption Laws and Sanctions 6469   SECTION 7.20 Disclosure 6469   SECTION 7.21 Leases 6570   SECTION 7.22 Credit Parties 6570   SECTION 7.23 Existing Obligations Pertaining to Acquisitions 6570   ARTICLE VIII AFFIRMATIVE COVENANTS 6570   SECTION 8.1 Financial Statements and Budgets 6570   SECTION 8.2 Certificates; Other Reports 6671   SECTION 8.3 Notice of Litigation and Other Matters 6772   SECTION 8.4 Preservation of Corporate Existence and Related Matters 6873   SECTION 8.5 Maintenance of Property 6873   SECTION 8.6 Insurance 6873   SECTION 8.7 Accounting Methods and Financial Records 6873   SECTION 8.8 Payment of Taxes 6873   SECTION 8.9 Compliance with Laws and Approvals 6974   SECTION 8.10 Environmental Laws 6974   SECTION 8.11 Compliance with ERISA 6974   SECTION 8.12 Visits and Inspections 6974   SECTION 8.13 Additional Subsidiaries 6974   SECTION 8.14 Compliance with Anti-Corruption Laws and Sanctions 7075   SECTION 8.15 Use of Proceeds 7176   SECTION 8.16 Disclosure Updates 7176   SECTION 8.17 Further Assurances 7176   SECTION 8.18 Post-Closing Matters 7176   iii   59442126_10   74897129_7    





 







TABLE OF CONTENTS   (continued)   Page   ARTICLE IX NEGATIVE COVENANTS 7176   SECTION 9.1 Indebtedness 7277   SECTION 9.2 Liens 7479   SECTION 9.3 Investments 7681   SECTION 9.4 Fundamental Changes 7883   SECTION 9.5 Asset Dispositions 7984   SECTION 9.6 Restricted Payments 8185   SECTION 9.7 Transactions with Affiliates 8286   SECTION 9.8 Accounting Changes; Organizational Documents 8287   SECTION 9.9 Payments and Modifications of Junior Indebtedness 8287   SECTION 9.10 No Further Negative Pledges; Restrictive Agreements 8388   SECTION 9.11 Nature of Business 8589   SECTION 9.12 Amendments of Other Documents 8589   SECTION 9.13 Financial Covenants 8590   ARTICLE X DEFAULT AND REMEDIES 8590   SECTION 10.1 Events of Default 8590   SECTION 10.2 Remedies 8792   SECTION 10.3 Rights and Remedies Cumulative; Non-Waiver; etc 8893   SECTION 10.4 Crediting of Payments and Proceeds 8994   SECTION 10.5 Administrative Agent May File Proofs of Claim 9094   SECTION 10.6 Credit Bidding 9095   ARTICLE XI THE ADMINISTRATIVE AGENT 9095   SECTION 11.1 Appointment and Authority 9095   SECTION 11.2 Rights as a Lender 9196   SECTION 11.3 Exculpatory Provisions 9196   SECTION 11.4 Reliance by the Administrative Agent 9297   SECTION 11.5 Delegation of Duties 9297   SECTION 11.6 Resignation of Administrative Agent 9398   SECTION 11.7 Non-Reliance on Administrative Agent and Other Lenders 9499   SECTION 11.8 No Other Duties, Etc 9499   SECTION 11.9 Collateral and Guaranty Matters 9499   SECTION 11.10 Secured Hedge Agreements and Secured Cash Management   Agreements 95100    iv   59442126_10   74897129_7    





 







TABLE OF CONTENTS   (continued)   Page   ARTICLE XII MISCELLANEOUS 95100   SECTION 12.1 Notices 95100   SECTION 12.2 Amendments, Waivers and Consents 98103   SECTION 12.3 Expenses; Indemnity 99105   SECTION 12.4 Right of Setoff 101107   SECTION 12.5 Governing Law; Jurisdiction, Etc 102107   SECTION 12.6 Waiver of Jury Trial 103108   SECTION 12.7 Reversal of Payments 103108   SECTION 12.8 Injunctive Relief 103108   SECTION 12.9 Successors and Assigns; Participations 103109   SECTION 12.10 Treatment of Certain Information; Confidentiality 107112   SECTION 12.11 Performance of Duties 108113   SECTION 12.12 All Powers Coupled with Interest 108113   SECTION 12.13 Survival 108114   SECTION 12.14 Titles and Captions 109114   SECTION 12.15 Severability of Provisions 109114   SECTION 12.16 Counterparts; Integration; Effectiveness; Electronic Execution 109114   SECTION 12.17 Term of Agreement 109115   SECTION 12.18 USA PATRIOT Act 110115   SECTION 12.19 Independent Effect of Covenants 110115   SECTION 12.20 No Advisory or Fiduciary Responsibility 110115   SECTION 12.21 Inconsistencies with Other Documents 111116   SECTION 12.22 Acknowledgment and Consent to Bail-In of EEA Financial   Institutions 116     v   59442126_10   74897129_7    





 







EXHIBITS   Exhibit A-1 - Form of Revolving Credit Note   Exhibit A-2 - Form of Swingline Note   Exhibit A-3 - Form of Incremental Term Loan Note   Exhibit B - Form of Notice of Borrowing   Exhibit C - Form of Notice of Account Designation   Exhibit D - Form of Notice of Prepayment   Exhibit E - Form of Notice of Conversion/Continuation   Exhibit F - Form of Officer’s Compliance Certificate   Exhibit G - Form of Assignment and Assumption   Exhibit H-1 - Form of U.S. Tax Compliance Certificate (Non-Partnership   Foreign Lenders)   Exhibit H-2 - Form of U.S. Tax Compliance Certificate (Non-Partnership   Foreign Participants)   Exhibit H-3 - Form of U.S. Tax Compliance Certificate (Foreign Participant   Partnerships)   Exhibit H-4 - Form of U.S. Tax Compliance Certificate (Foreign Lender   Partnerships)   Exhibit I - IP Reporting Certificate   SCHEDULES   Schedule 1.1 - Revolving CreditLenders and Commitments and Revolving Credit   Commitment Percentages    vi   59442126_10   74897129_7    





 







CREDIT AGREEMENT, dated as of September 30, 2014, by and among RealPage, Inc., a   Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may   become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK,   NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.   STATEMENT OF PURPOSE   The Borrower has requested, and subject to the terms and conditions set forth in this Agreement,   the Administrative Agent and the Lenders have agreed to extend, certain credit facilities to the Borrower.   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which   are hereby acknowledged by the parties hereto, such parties hereby agree as follows:   ARTICLE I   DEFINITIONS   Definitions.  The following terms when used in this Agreement shall have theSECTION 1.1   meanings assigned to them below:   “Acquisition” means any transaction, or any series of related transactions, consummated on or   after the date of this Agreement, by which the Borrower or any of its Subsidiaries (a) acquires any going   business or all or substantially all of the assets of any corporation, partnership or limited liability   company, or division thereof, whether through purchase of assets, merger or otherwise or (b) directly or   indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least   a majority (in number of votes) of the securities of a corporation which have ordinary voting power for   the election of directors (other than securities having such power only by reason of the happening of a   contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a   partnership or limited liability company.   “Administrative Agent” means Wells Fargo, in its capacity as Administrative Agent hereunder,   and any successor thereto appointed pursuant to Section 11.6.   “Administrative Agent’s Office” means the office of the Administrative Agent specified in or   determined in accordance with the provisions of Section 12.1(c).   “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the   Administrative Agent.   “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly   through one or more intermediaries, Controls or is Controlled by or is under common Control with the   Person specified.   “Agreement” means this Credit Agreement, as amended, restated, supplemented or otherwise   modified from time to time.   “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to   the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption,   including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and   the rules and regulations thereunder.   59442126_1074897129_7    





 







“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances,   rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or   Governmental Authorities and all orders and decrees of all courts and arbitrators.   “Applicable Margin” means the corresponding percentages per annum as set forth below based   on the Consolidated Net Leverage Ratio:   Revolving Credit Loans and   Incremental Term Loan-1   Pricing   Level   Consolidated Net Leverage Ratio Commitment Fee LIBOR + Base Rate +   I Less than 1.50 to 1.00 0.25% 1.25% 0.25%   II Greater than or equal to 1.50 to   1.00, but less than 2.50 to 1.00   0.25% 1.50% 0.50%   III Greater than or equal to 2.50 to   1.00, but less than 3.50 to 1.00   0.30% 1.75% 0.75%   IV Greater than or equal to 3.50 to   1.00   0.35% 2.00% 1.00%   The Applicable Margin shall be determined and adjusted quarterly on the date one (1) Business Day after   the day on which the Borrower provides an Officer’s Compliance Certificate pursuant to Section 8.2(a)   for the most recently ended fiscal quarter of the Borrower (each such date, a “Calculation Date”);   provided that (a) the Applicable Margin shall be based on Pricing Level I until the first Calculation Date   occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the   Consolidated Net Leverage Ratio as of the last day of the most recently ended fiscal quarter of the   Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide an Officer’s   Compliance Certificate when due as required by Section 8.2(a) for the most recently ended fiscal quarter   of the Borrower preceding the applicable Calculation Date, the Applicable Margin from the date on which   such Officer’s Compliance Certificate was required to have been delivered shall be based on Pricing   Level III until such time as such Officer’s Compliance Certificate is delivered, at which time the Pricing   Level shall be determined by reference to the Consolidated Net Leverage Ratio as of the last day of the   most recently ended fiscal quarter of the Borrower preceding such Calculation Date.  The applicable   Pricing Level shall be effective from one Calculation Date until the next Calculation Date.  Any   adjustment in the Pricing Level shall be applicable to all Extensions of Credit then existing or   subsequently made or issued.   Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance   Certificate delivered pursuant to Section 8.1 or 8.2(a) is shown to be inaccurate (regardless of whether (i)   this Agreement is in effect, (ii) any Revolving Credit Commitments are in effect, or (iii) any Extension of   Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s   Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the   application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable   Margin applied for such Applicable Period, then (A) the Borrower shall promptly deliver to the   Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (B) the   Applicable Margin for such Applicable Period shall be determined as if the Consolidated Net Leverage   Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and     2   59442126_10   74897129_7    





 







(C) the Borrower shall promptly and retroactively be obligated to pay to the Administrative Agent the   accrued additional interest and fees owing as a result of such increased Applicable Margin for such   Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance   with Section 5.4.  Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders   with respect to Sections 5.1(b) and 10.2 nor any of their other rights under this Agreement or any other   Loan Document.  The Borrower’s obligations under this paragraph shall survive the termination of the   Revolving Credit Commitments and the repayment of all other Obligations hereunder.   “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an   Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.   “Arranger” means Wells Fargo Securities, LLC, in its capacity as sole lead arranger and sole   bookrunner, and its successors.   “Asset Disposition” means the disposition of any or all of the assets (including, without   limitation, any Equity Interests owned thereby) owned by any Credit Party or any Subsidiary thereof   whether by sale, lease, Sale Leaseback, transfer or otherwise.   “Assignment and Assumption” means an assignment and assumption entered into by a Lender   and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.9), and   accepted by the Administrative Agent, in substantially the form attached as Exhibit G or any other form   approved by the Administrative Agent.   “Attributable Indebtedness” means, on any date of determination, (a) in respect of any Capital   Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of   such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic   Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant   lease that would appear on a balance sheet of such Person prepared as of such date in accordance with   GAAP if such lease were accounted for as a Capital Lease Obligation.   “Bail-In Action” has the meaning assigned thereto in Section 12.22.   “Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus   0.50% and (c) LIBOR for an Interest Period of one month plus 1%; each change in the Base Rate shall   take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds   Rate or LIBOR (provided that clause (c) shall not be applicable during any period in which LIBOR is   unavailable or unascertainable).   “Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided   in Section 5.1(a).   “Borrower” means RealPage, Inc., a Delaware corporation.   “Borrower Materials” has the meaning assigned thereto in Section 8.2.   “Business Day” means (a) for all purposes other than as set forth in clause (b) below, any day   other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina and New   York, New York, are open for the conduct of their commercial banking business and (b) with respect to   all notices and determinations in connection with, and payments of principal and interest on, any LIBOR   Rate Loan, or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any   day that is a Business Day described in clause (a) and that is also a London Banking Day.     3   59442126_10   74897129_7    





 







“Calculation Date” has the meaning assigned thereto in the definition of Applicable Margin.   “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or   other amounts under any lease of (or other arrangement conveying the right to use) real or personal   property, or a combination thereof, which obligations are required to be classified and accounted for as   capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be   the capitalized amount thereof determined in accordance with GAAP.   “Cash Collateralize” means, to pledge and deposit with, or deliver to the Administrative Agent, or   directly to the Issuing Lender (with notice thereof to the Administrative Agent), for the benefit of one or   more of the Issuing Lender, the Swingline Lender or the Lenders, as collateral for L/C Obligations or   obligations of the Lenders to fund participations in respect of L/C Obligations or Swingline Loans, cash   or deposit account balances or, if the Administrative Agent and the Issuing Lender and the Swingline   Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in   form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the   Swingline Lender, as applicable.  “Cash Collateral” shall have a meaning correlative to the foregoing and   shall include the proceeds of such cash collateral and other credit support.   “Cash Equivalents” means, collectively, (a) marketable direct obligations issued or   unconditionally guaranteed by the United States or any agency thereof maturing within one (1) year from   the date of acquisition thereof, (b) commercial paper maturing no more than one (1) year from the date of   creation thereof and currently having a rating of at least A-1 (or the then equivalent grade) or P-1 (or the   then equivalent grade) obtainable from either S&P or Moody’s, respectively, (c) certificates of deposit   maturing no more than one (1) year from the date of creation thereof issued by any Lender or any other   commercial banks incorporated under the laws of the United States, each having combined capital,   surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a   nationally recognized rating agency, (d) overnight deposits or time deposits maturing no more than one   (1) year from the date of creation thereof with any Lender or any other commercial banks or savings   banks or savings and loan associations each having membership either in the FDIC or the deposits of   which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance   thereunder, and (e) solely in the case of a Foreign Subsidiary, instruments equivalent to those referred to   in clauses (a) through (d) of this definition denominated in any foreign currency that is the local currency   of such Foreign Subsidiary comparable in tenor and in credit quality to those referred to above and   customarily used by corporations for cash management purposes in any jurisdiction outside the United   States to the extent reasonably required in connection with any business conducted by such Foreign   Subsidiary organized in such jurisdiction.   “Cash Management Agreement” means any agreement to provide cash management services,   including treasury, depository, overdraft, credit or debit card (including non-card electronic payables),   electronic funds transfer and other cash management arrangements.   “Cash Management Bank” means any Person that, (a) at the time it enters into a Cash   Management Agreement with a Credit Party, is a Lender, an Affiliate of a Lender, the Administrative   Agent or an Affiliate of the Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender   (including on the Closing Date), is a party to a Cash Management Agreement with a Credit Party, in each   case in its capacity as a party to such Cash Management Agreement.   “Change in Control” means an event or series of events by which:   (i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the(a)   Exchange Act) (other than a Permitted Holder) becomes the “beneficial owner” (as defined in Rules     4   59442126_10   74897129_7    





 







13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have   “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire,   whether such right is exercisable immediately or only after the passage of time (such right, an “option   right”)), directly or indirectly, on a fully diluted basis (and taking into account all such securities that such   “person” or “group” has the right to acquire pursuant to any option right), of thirty-five percent (35%) or   more of the Equity Interests of the Borrower entitled to vote in the election of members of the board of   directors (or equivalent governing body) of the Borrower, (ii) a majority of the members of the board of   directors (or other equivalent governing body) of the Borrower shall not constitute Continuing Directors   or (iii) the Borrower fails to own and control, directly or indirectly, one hundred percent (100%) of the   Equity Interests of each other Credit Party (except with respect to MTS Minnesota, Inc., a Delaware   corporation and MTS Connecticut, Inc., a Delaware corporation, for which the Borrower shall only be   required to own and control 40% of the Equity Interests of each); provided, that any merger or liquidation   permitted under Section 9.4 of the Agreement shall not constitute a Change in Control; or   there shall have occurred under any indenture or other instrument evidencing any(b)   Indebtedness or Equity Interests in excess of the Threshold Amount any “change in control” or similar   provision (as set forth in the indenture, agreement or other evidence of such Indebtedness) obligating the   Borrower or any of its Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness or   Equity Interests provided for therein.   “Change in Law” means the occurrence, after the date of this Agreement, of any of the following:   (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule,   regulation or treaty or in the administration, interpretation, implementation or application thereof by any   Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive   (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding   anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and   all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all   requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel   Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign   regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in   Law”, regardless of the date enacted, adopted or issued.   “Class” means, when used in reference to any Loan, whether such Loan is a Revolving Credit   Loan or Swingline Loan, Swingline Loan or Term Loan and, when used in reference to any Commitment,   whether such Commitment is a Revolving Credit Commitment or an Incremental Term Loan   Commitment.   “Closing Date” means the date of this Agreement.   “Code” means the Internal Revenue Code of 1986.   “Collateral” means the collateral security for the Secured Obligations pledged or granted pursuant   to the Security Documents.   “Collateral Agreement” means the collateral agreement of even date herewith executed by the   Credit Parties in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, which   shall be in form and substance reasonably acceptable to the Administrative Agent.   “Commitment Fee” has the meaning assigned thereto in Section 5.3(a).     5   59442126_10   74897129_7    





 







“Commitment Percentage” means, as to any Lender, such Lender’s Revolving Credit   Commitment or Term Loan Percentage, as applicable.   “Commitments” means, collectively, as to all Lenders, the Revolving Credit Commitments and   the Incremental Term Loan Commitments of such Lenders.   “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).   “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by   net income (however denominated) or that are franchise Taxes or branch profits Taxes.   “Consolidated” means, when used with reference to financial statements or financial statement   items of any Person, such statements or items on a consolidated basis in accordance with applicable   principles of consolidation under GAAP.   “Consolidated EBITDA” means, for any period, the sum of the following determined on a   Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP:   Consolidated Net Income for such period plus(a)   the sum of the following, without duplication, to the extent deducted in determining(b)   Consolidated Net Income for such period:   provisions for taxes based on income, profits or capital, including federal, foreign(i)   and state income, franchise taxes, and similar taxes based on income, profits or capital paid or   accrued during such period (including in respect of repatriated funds),   Consolidated Interest Expense,(ii)   amortization, depreciation and other non-cash charges, expenses or losses (except(iii)   to the extent that such non-cash charges, expenses or losses are reserved for cash expenses to be   taken in the future),   unusual or extraordinary losses (excluding extraordinary losses from(iv)   discontinued operations),   one-time restructuring and integration expenses (which for the avoidance of(v)   doubt, shall include, but not be limited to, retention, severance, systems establishment costs,   contract termination costs, including future lease commitments, and costs to consolidate facilities   and relocate employees) incurred by the Borrower and its Subsidiaries in connection with, and   directly related to, any Permitted Acquisition (in an aggregate amount not to exceed $15,000,000   during any twelve (12) month period), only to the extent that such restructuring and integration   expenses are incurred within twelve (12) months following the consummation of such Permitted   Acquisition,   one-time out-of-pocket costs and expenses incurred by the Borrower and its(vi)   Subsidiaries in connection with, and directly related to, (A) the Transactions, (B) any Permitted   Acquisition, (C) issuances of any Equity Interests, (D) dispositions of any assets permitted   hereunder, (E) incurrence, amendment, modification, refinancing or repayment of Indebtedness   (in each case of clauses (B) through (E), whether or not successful), including, without limitation,   legal, accounting and advisory fees, provided that to the extent incurred after the Closing Date or     6   59442126_10   74897129_7    





 







the consummation of the applicable transaction, such out-of-pocket costs and expenses may  only   be included to the extent that such out-of-pocket costs and expenses are incurred within twelve   (12) months following the Closing Date or the consummation of such transaction, as applicable,   litigation fees, costs and expenses (but exclusive of any payments that are funded(vii)   with proceeds of Borrower’s liability insurance) incurred by Borrower and its Subsidiaries during   the preceding twelve (12) month period, not to exceed $5,000,000 in the aggregate for any such   period,   one-time facility consolidation, closing and relocation costs and expenses(viii)   incurred in connection with the  transition or relocation of the Borrower’s headquarters location   and consolidation of the Borrower’s offices not currently a part of Borrower’s headquarters   location, less   (c) the sum of the following, without duplication, to the extent included in determining   Consolidated Net Income for such period:   (i) interest income,   (ii) any unusual or extraordinary gains; and   (iii) non-cash gains or non-cash items increasing Consolidated Net Income;   provided that, to the extent included in determining Consolidated Net Income for such period,   Consolidated EBITDA shall be calculated so as to exclude (x) the effects of adjustments (including,   without limitation, in connection with the fair value adjustment tied to the Borrower’s deferred revenue   and fair value adjustments determined in accordance with GAAP related to Earn-outs, Holdbacks or other   contingent consideration obligations) resulting from the application of purchase accounting related to the   Transactions, any Acquisition consummated prior to the date hereof or any Permitted Acquisition or the   amortization or write-off of any amounts thereof, net of Taxes and (y) the cumulative effect of any   changes in GAAP or accounting principles applied by management during such period.  For purposes of   this Agreement, Consolidated EBITDA shall be adjusted on a Pro Forma Basis.   “Consolidated Funded Indebtedness” means, as of any date of determination with respect to the   Borrower and its Subsidiaries on a Consolidated basis, without duplication, the sum of (a) all   Indebtedness of the type described in clauses (a), (b) (only to the extent of Earn-outs and Holdbacks   payable in cash that are required to be set forth on the Consolidated balance sheet of the Borrower and its   Subsidiaries in an amount calculated in accordance with GAAP) and (c) of the definition of Indebtedness   on such date plus (b) guarantees of Indebtedness of the type described in clauses (a), (b) (only to the   extent of Earn-outs and Holdbacks payable in cash that are required to be set forth on the Consolidated   balance sheet of the Borrower and its Subsidiaries in an amount calculated in accordance with GAAP)   and (c) of the definition of Indebtedness on such date plus (c) the aggregate amount of Indebtedness   relating to the drawn and unreimbursed amounts outstanding under letters of credit (including standby   and commercial) and bankers’ acceptances on such date less (d) the aggregate amount of Qualified Cash   and Cash Equivalents in excess of $10,000,000 on such date (provided that if the aggregate Revolving   Credit Outstandings (excluding L/C Obligations) exceed $50,000,000, the amount of Qualified Cash and   Cash Equivalents permitted to be subtracted hereunder shall not exceed $60,000,0000) less (e) Real Estate   Finance Indebtedness secured pursuant to Section 9.2(h).   “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a)   Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately     7   59442126_10   74897129_7    





 







prior to such date less the excess (if any, and to the extent not less than zero) of (i) all scheduled principal   in respect of any Real Estate Finance Indebtedness for such period less (ii) all lease or sublease income   received with respect to real property financed with such Real Estate Finance Indebtedness or with   respect to leased properties vacated in connection with the consolidation of other office locations of the   Borrower and its Subsidiaries for such period to (b) Consolidated Interest Expense for the period of four   (4) consecutive fiscal quarters ending on or immediately prior to such date.   “Consolidated Interest Expense” means, for any period, determined on a Consolidated basis,   without duplication, for the Borrower and its Subsidiaries in accordance with GAAP, interest expense   (including, without limitation, interest expense attributable to Capital Lease Obligations and all net   payment obligations pursuant to Hedge Agreements) for such period.   “Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (a)   Consolidated Funded Indebtedness on such date to (b) Consolidated EBITDA for the period of four (4)   consecutive fiscal quarters ending on or immediately prior to such date.   “Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and   its Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance   with GAAP; provided, that in calculating Consolidated Net Income of the Borrower and its Subsidiaries   for any period, there shall be excluded (without duplication) (a) the net income (or loss) of any Person   (other than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its   Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in   cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such period, (b)   subject to any pro forma adjustments required herein, the net income (or loss) of any Person accrued prior   to the date it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged into or   consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the   Borrower or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a), (c)   the net income (or loss), of any Subsidiary to the extent that the declaration or payment of dividends or   similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (is   not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment,   decree, order, statute, rule or governmental regulation applicable to such Subsidiary, but only to the   extent of such prohibition and (d) any gain or loss from Asset Dispositions during such period.   “Continuing Directors” means the directors of the Borrower on the Closing Date and each other   director of the Borrower, if, in each case, such other director’s election or nomination for election to the   board of directors (or equivalent governing body) of the Borrower is approved by more than 50% of the   then Continuing Directors.   “Control” means the possession, directly or indirectly, of the power to direct or cause the   direction of the management or policies of a Person, whether through the ability to exercise voting power,   by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.   “Controlled Account” means each deposit account and securities account that is subject to an   account control agreement in form and substance satisfactory to the Administrative Agent and the Issuing   Lender that is entitled to Cash Collateral hereunder at the time such control agreement is executed.   “Convertible Debt Securities” means any notes issued by the Borrower that are convertible into   common stock of the Borrower, cash or a combination thereof.   “Credit Facility” means, collectively, the Revolving Credit Facility, the Swingline Facility and,   the L/C Facility and the Term Loans.     8   59442126_10   74897129_7    





 







“Credit Parties” means, collectively, the Borrower and the Subsidiary Guarantors.   “Debt Issuance” means the issuance of any Indebtedness for borrowed money by any Credit Party   or any of its Subsidiaries.   “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other   liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,   rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States   or other applicable jurisdictions from time to time in effect.   “Default” means any of the events specified in Section 10.1 which with the passage of time, the   giving of notice or any other condition, would constitute an Event of Default.   “Defaulting Lender” means, subject to Section 5.15(b), any Lender that (a) has failed to (i) fund   all or any portion of the Revolving Credit Loans or any Term Loans, participations in L/C Obligations or   participations in Swingline Loans required to be funded by it hereunder within two Business Days of the   date such Loans or participations were required to be funded hereunder unless such Lender notifies the   Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s   determination that one or more conditions precedent to funding (each of which conditions precedent,   together with any applicable default, shall be specifically identified in such writing) has not been   satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender, the Swingline Lender or any other   Lender any other amount required to be paid by it hereunder (including in respect of its participation in   Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the   Borrower, the Administrative Agent, the Issuing Lender or the Swingline Lender in writing that it does   not intend to comply with its funding obligations hereunder, or has made a public statement to that effect   (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and   states that such position is based on such Lender’s determination that a condition precedent to funding   (which condition precedent, together with any applicable default, shall be specifically identified in such   writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written   request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent   and the Borrower that it will comply with its prospective funding obligations hereunder (provided that   such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written   confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent   company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had   appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of   creditors or similar Person charged with reorganization or liquidation of its business or assets, including   the FDIC or any other state or federal regulatory authority acting in such a capacity or (iii) become the   subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the   ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company   thereof by a Governmental Authority so long as such ownership interest does not result in or provide such   Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of   judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to   reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any   determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of   clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall   be deemed to be a Defaulting Lender (subject to Section 5.15(b)) upon delivery of written notice of such   determination to the Borrower, the Issuing Lender, the Swingline Lender and each Lender.   “Disclosure Letter” means the Disclosure Letter, dated as of the date hereof, delivered by   Borrower to the Administrative Agent in connection with this Agreement, as may be updated from time to   time in accordance with the terms of this Agreement and the other Loan Documents.     9   59442126_10   74897129_7    





 







“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of   any security or other Equity Interest into which they are convertible or for which they are exchangeable)   or upon the happening of any event or condition, (a)  mature or are mandatorily redeemable (other than   solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a   result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence   of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and   all other Obligations (other than inchoate indemnity obligations) that are accrued and payable and the   termination of the Revolving Credit Commitments), (b) are redeemable at the option of the holder thereof   (other than solely for Qualified Equity Interests) (except as a result of a change of control or asset sale so   long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event   shall be subject to the prior repayment in full of the Loans and all other Obligations (other than inchoate   indemnity obligations) that are accrued and payable and the termination of the Revolving Credit   Commitments), in whole or in part, (c) provide for the scheduled payment of dividends in cash or (d) are   or become 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 Latest   Maturity Date; provided that if such Equity Interests is issued pursuant to a plan for the benefit of the   Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not   constitute Disqualified Equity Interests solely because they may be required to be repurchased by the   Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.   “Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United   States.   “Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws of the   United States or any political subdivision of the United States, provided such Subsidiary is owned by the   Borrower or a Domestic Subsidiary of the Borrower.   “Earn-outs” means unsecured liabilities of a Credit Party arising under an agreement to make any   deferred payment as a part of the purchase price for a Permitted Acquisition, including performance   bonuses or consulting payments in any related services, employment or similar agreement, in an amount   that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the   underlying target, in each case, to the extent that such deferred payment would be included as part of such   purchase price; provided that Earn-outs shall not include payments consistent with the management   incentive plan or professional incentive plan generally offered by the Borrower.   “Eligible Assignee” means any Person that meets the requirements to be an assignee under   Section 12.9(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section   12.9(b)(iii)).   “Employee Benefit Plan” means (a) any employee benefit plan within the meaning of Section   3(3) of ERISA that is maintained for employees of any Credit Party or any ERISA Affiliate or (b) any   Pension Plan or Multiemployer Plan that has at any time within the preceding seven (7) years been   maintained, funded or administered for the employees of any Credit Party or any current or former   ERISA Affiliate.   “Engagement Letter” means that certain Engagement Letter dated as of August 25, 2014, between   Wells Fargo Securities, LLC and the Borrower, as amended, restated, supplemented or otherwise   modified from time to time.   “Environmental Claims” means any and all administrative, regulatory or judicial actions, suits,   demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation,    10   59442126_10   74897129_7    





 







investigations (other than internal reports prepared by any Person in the ordinary course of business and   not in response to any third party action or request of any kind) or proceedings relating in any way to any   actual or alleged violation of or liability under any Environmental Law or relating to any violation of any   permit issued, or any approval given, under any such Environmental Law, including, without limitation,   any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or   other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief   resulting from Hazardous Materials or arising from alleged injury or threat of injury to public health or   the environment under any Environmental Laws.   “Environmental Laws” means any and all federal, foreign, state, provincial and local laws,   statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals and orders of   courts or Governmental Authorities, relating to the protection of human health or the environment,   including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use,   treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or   remediation of Hazardous Materials.   “Equity Interests” means (a) in the case of a corporation, capital stock, (b) in the case of an   association or business entity, any and all shares, interests, participations, rights or other equivalents   (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether   general or limited), (d) in the case of a limited liability company, membership interests, (e) any other   interest or participation that confers on a Person the right to receive a share of the profits and losses of, or   distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any   of the foregoing (including through convertibleequity-linked securities, but excluding convertible debt   securitiesConvertible Debt Securities (irrespective whether settled in Equity Interests or cash) and   Permitted Call Spread Agreements).   “ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and   regulations thereunder.   “ERISA Affiliate” means any Person who together with any Credit Party or any of its   Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the   Code or Section 4001(b) of ERISA.   “Eurodollar Reserve Percentage” means, for any day, the percentage which is in effect for such   day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for   determining the maximum reserve requirement (including, without limitation, any basic, supplemental or   emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a   member bank of the Federal Reserve System in New York City.   “Event of Default” means any of the events specified in Section 10.1; provided that any   requirement for passage of time, giving of notice, or any other condition, has been satisfied.   “Exchange Act” means the Securities Exchange Act of 1934.   “Excluded Subsidiary” means (a) RealPage Payment Processing Services, Inc., (b) anyRealPage   Payments Services LLC, (c) any other Subsidiary of the Borrower whose business consists solely of   processing third party payments or operating a money services business for the transmission of third party   funds and (cd) any Foreign Subsidiary Holding Company.   “Excluded Swap Obligation” means, with respect to any Credit Party, any Swap Obligation if,   and to the extent that, all or a portion of the liability of such Credit Party for or the guarantee of such    11   59442126_10   74897129_7    





 







Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or   any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,   regulation or order of the Commodity Futures Trading Commission (or the application or official   interpretation of any thereof) by virtue of such Credit Party’s failure for any reason to constitute an   “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder   at the time the liability for or the guarantee of such Credit Party or the grant of such security interest   becomes effective with respect to such Swap Obligation (such determination being made after giving   effect to any applicable keepwell, support or other agreement for the benefit of the applicable Credit   Party, including under the keepwell provisions of the Guaranty Agreement).  If a Swap Obligation arises   under a master agreement governing more than one swap, such exclusion shall apply only to the portion   of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or   becomes illegal for the reasons identified in the immediately preceding sentence of this definition.   “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or   required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by   net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed   as a result of such Recipient being organized under the laws of, or having its principal office or, in the   case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any   political subdivision thereof) or (ii) that are otherwise Other Connection Taxes, (b) in the case of a   Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of   such Lender with respect to an applicable interest in a Loan or Revolving Credit Commitment pursuant to   a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Revolving   Credit Commitment (other than pursuant to an assignment request by the Borrower under Section 5.12(b))   or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section   5.11, amounts with respect to such Taxes were payable either to such Lender's assignor immediately   before such Lender became a party hereto or to such Lender immediately before it changed its lending   office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.11(g) and (d) any   United States federal withholding Taxes imposed under FATCA.   “Existing Credit Agreement” means that certain Amended and Restated Credit Agreement dated   as of December 22, 2011, by and among the Borrower, the lenders party thereto and Wells Fargo Capital   Finance, LLC, as administrative agent, as amended, restated, supplemented or otherwise modified from   time to time.   “Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i)   the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (ii)   such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding, (iii)   such Lender’s Revolving Credit Commitment Percentage of the Swingline Loans then outstanding and   (iv) the aggregate principal amount of Incremental Term Loans made by such Lender then outstanding or   (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context   requires.   “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement   (including, for the avoidance of doubt, any agreements between the governments of the United States and   the jurisdiction in which the applicable Recipient is resident implementing such provisions), or any   amended or successor version that is substantively comparable and not materially more onerous to   comply with, any current or future regulations promulgated thereunder or official interpretations thereof,   any agreements entered into pursuant to Section 1471(b)(1) of the Code and any law implementing an   intergovernmental agreement that is included in this definition.   “FDIC” means the Federal Deposit Insurance Corporation.    12   59442126_10   74897129_7    





 







“Federal Funds Rate” means, for any day, the rate per annum 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 (or, if such day is not a Business Day, for the immediately preceding   Business Day), as published by the Federal Reserve Bank of New York on the Business Day next   succeeding such day, provided that if such rate is not so published for any day which is a Business Day,   the average of the quotation for such day on such transactions received by the Administrative Agent from   three federal funds brokers of recognized standing selected by the Administrative Agent.   “First Amendment Effective Date” means February 26, 2016.   “First Tier Foreign Subsidiary” means any Foreign Subsidiary that is a “controlled foreign   corporation” within the meaning of Section 957 of the Code and the Equity Interests of which are owned   directly by any Credit Party.   “Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries ending on December 31   of each calendar year, except in the case of RealPage India Private Limited for which the fiscal year ends   on March 31 of each calendar year.   “Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person,   and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a   jurisdiction other than that in which the Borrower is resident for tax purposes.   “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.   “Foreign Subsidiary Holding Company” means any Domestic Subsidiary substantially all of the   assets of which consist of the Equity Interests of one or more Foreign Subsidiaries.   “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the   Issuing Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding   L/C Obligations with respect to Letters of Credit issued by the Issuing Lender, other than such L/C   Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other   Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline   Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of outstanding Swingline   Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been   reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.   “Fund” means any Person (other than a natural Person) that is (or will be) engaged in making,   purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the   ordinary course of its activities.   “GAAP” means generally accepted accounting principles in the United States set forth in the   opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified   Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or   such other principles as may be approved by a significant segment of the accounting profession in the   United States, that are applicable to the circumstances as of the date of determination, consistently   applied.   “Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and   exemptions of, and all registrations and filings with or issued by, any Governmental Authorities.    13   59442126_10   74897129_7    





 







“Governmental Authority” means the government of the United States or any other nation, or of   any political subdivision thereof, whether state or local, and any agency, authority, instrumentality,   regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,   regulatory or administrative powers or functions of or pertaining to government (including any   supra-national bodies such as the European Union or the European Central Bank).   “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise,   of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other   obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and   including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply   funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance   or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease   property, securities or services for the purpose of assuring the owner of such Indebtedness or other   obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial   statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such   Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of   guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuming in any other   manner the obligee in respect of such Indebtedness or other obligation of the payment or performance   thereof or to protect such obligee against loss in respect thereof (whether in whole or in part); provided,   that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course   of business.   “Guaranty Agreement” means the unconditional guaranty agreement of even date herewith   executed by the Subsidiary Guarantors in favor of the Administrative Agent, for the ratable benefit and   the Secured Parties, which shall be in form and substance reasonably acceptable to the Administrative   Agent.   “Hazardous Materials” means any substances or materials (a) which are or become defined as   hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or   toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable,   infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to public health or the environment   and are or become regulated by any Governmental Authority, (c) the presence of which require   investigation or remediation under any Environmental Law or common law, (d) the discharge or emission   or release of which requires a permit or license under any Environmental Law or other Governmental   Approval, or (e)  which contain, without limitation, asbestos, polychlorinated biphenyls, urea   formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil,   nuclear fuel, natural gas or synthetic gas.   “Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative   transactions, forward rate transactions, commodity swaps, commodity options, forward commodity   contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or   forward bond or forward bond price or forward bond index transactions, interest rate options, forward   foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap   transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar   transactions or any combination of any of the foregoing (including any options to enter into any of the   foregoing), whether or not any such transaction is governed by or subject to any master agreement, and   (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and   conditions of, or governed by, any form of master agreement published by the International Swaps and   Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master   agreement; provided that the term Hedge Agreement shall not include (i) Permitted Call Spread   Agreements, (ii) any derivative instruments issued under equity incentive or similar plans (including, any    14   59442126_10   74897129_7    





 







stock option or phantom stock plan), (iii) any forward, option or warrant agreement for the purchase or   sale of Equity Interests of the Borrower, (iv) contracts for the purchase of securities of the Borrower or   (v) any of the items described in this definition to the extent that it constitutes a derivative embedded in   Convertible Debt Securities issued by the Borrower.   “Hedge Bank” means any Person that, (a) at the time it enters into a Hedge Agreement with a   Credit Party permitted under Article IX, is a Lender, an Affiliate of a Lender, the Administrative Agent or   an Affiliate of the Administrative Agent or (b) at the time it (or its Affiliate) becomes a Lender (including   on the Closing Date), is a party to a Hedge Agreement with a Credit Party, in each case in its capacity as a   party to such Hedge Agreement.   “Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after   taking into account the effect of any legally enforceable netting agreement relating to such Hedge   Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and   termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date   prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for   such Hedge Agreements, as determined based upon one or more mid-market or other readily available   quotations provided by any recognized dealer in Hedge Agreements of the same type as such Hedge   Agreements (which may include a Lender or any Affiliate of a Lender).   “Holdback” means a portion of the purchase price for a Permitted Acquisition not paid at the   closing therefor but held by a Credit Party for satisfaction of indemnification obligations and purchase   price adjustments.   “Immaterial Subsidiary” means any Subsidiary (excluding any Excluded Subsidiaries) that (a)   together with its Subsidiaries (excluding any Excluded Subsidiaries), (i) has assets (excluding restricted   cash and Cash Equivalents) representing no more than five percent (5%) of the Consolidated total assets   (excluding restricted cash and Cash Equivalents) of the Borrower and its Subsidiaries (excluding any   Excluded Subsidiaries) or (ii) generates no more than five percent (5%) of the Consolidated revenues of   the Borrower and its Subsidiaries (excluding any Excluded Subsidiaries), in each case, as reflected in the   most recent financial statements delivered pursuant to Section 6.1(e)(i) or Sections 8.1(a) or (b), as   applicable and (b) has been designated as an “Immaterial Subsidiary” by the Borrower in the manner   provided below; provided that, if at any time, (A) the total assets of the Immaterial Subsidiaries   (excluding restricted cash and Cash Equivalents), taken as a whole, as of the last day of the Borrower’s   most recently ended fiscal quarter shall be greater than ten percent (10%) of the Consolidated total assets   (excluding restricted cash and Cash Equivalents) of the Borrower and its Subsidiaries (excluding any   Excluded Subsidiaries) or (B) ten percent (10%) the Consolidated total revenues of the Borrower and its   Subsidiaries (excluding any Excluded Subsidiaries) on such date, then the Borrower shall take such   actions as may be necessary, including causing an Immaterial Subsidiary to become a Subsidiary   Guarantor and grant security interests pursuant to Section 8.13, to comply with the requirements set forth   in the preceding clauses (A) and (B).   The Borrower may from time to time designate any Subsidiary   (including a newly-created or newly-acquired Subsidiary) as an Immaterial Subsidiary by delivering to   the Administrative Agent a certificate of a Responsible Officer making such designation and confirming   that (x) such Subsidiary meets the requirements set forth in this definition and (y) immediately after   giving effect to such designation, no Event of Default shall have occurred and be continuing.   “Increase Effective Date” shall havehas the meaning assigned thereto in Section 2.7(c).   “Incremental Amendment” shall havehas the meaning assigned thereto in Section 2.7(d)(iii).   “Incremental Commitments” shall havehas the meaning assigned thereto in Section 2.7(a).    15   59442126_10   74897129_7    





 







“Incremental Lender” shall havehas the meaning assigned thereto in Section 2.7(b).   “Incremental Term Loan” shall havehas the meaning assigned thereto in Section 2.7(a).   “Incremental Term Loan Commitment” shall havehas the meaning assigned thereto in Section   2.7(a) and shall include the Incremental Term Loan-1 Commitment.   “Incremental Term Loan Note” means a promissory note made by the Borrower in favor of a Lender   evidencing the Incremental Term Loan-1 and any Incremental Term Loans made by such Lender,   substantially in the form of Exhibit A-3.   “Incremental Term Loan-1” means the incremental term loan made, or to be made, to the   Borrower pursuant to Section 4.1(a).   “Incremental Term Loan-1 Commitment” means (a) as to any Term Loan Lender, the obligation   of such Term Loan Lender to make a portion of the Incremental Term Loan-1 to the account of the   Borrower hereunder on the First Amendment Effective Date in an aggregate principal amount not to   exceed the amount set forth opposite such Term Loan Lender’s name on Schedule 1.1 and (b) as to all   Term Loan Lenders, the aggregate commitment of all Term Loan Lenders to make such Incremental Term   Loan-1.  The aggregate Incremental Term Loan-1 Commitment of all Term Loan Lenders on the First   Amendment Effective Date shall be $125,000,000.   “Indebtedness” means, with respect to any Person at any date and without duplication, the sum of   the following:   all liabilities, obligations and indebtedness for borrowed money including, but(a)   not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of   any such Person;   all obligations to pay the deferred purchase price of property or services of any(b)   such Person (including Earn-outs and Holdbacks solely to the extent payable in cash, in an   amount calculated in accordance with GAAP and to the extent included on the Consolidated   balance sheet of the Borrower and its Subsidiaries), except (i) trade payables arising in the   ordinary course of business  and repayable in accordance with customary trade practices, or that   are currently being contested in good faith by appropriate proceedings and with respect to which   reserves in conformity with GAAP have been provided for on the books of such Person, (ii)   deferred compensation, deferred revenue and deferred tax liabilities;   the Attributable Indebtedness of such Person with respect to such Person’s(c)   Capital Lease Obligations and Synthetic Leases (regardless of whether accounted for as   indebtedness under GAAP);   all obligations of such Person under conditional sale or other title retention(d)   agreements relating to property purchased by such Person to the extent of the value of such   property (other than customary reservations or retentions of title under agreements with suppliers   entered into in the ordinary course of business);   all Indebtedness of any third party secured by a Lien on any asset owned or being(e)   purchased by such Person (including indebtedness arising under conditional sales or other title   retention agreements except trade payables arising in the ordinary course of business), whether or   not such indebtedness shall have been assumed by such Person or is limited in recourse;    16   59442126_10   74897129_7    





 







provided, that the amount of such Indebtedness shall be limited to the lesser of such obligation   and the value of the property subject to such Lien if such Person has not assumed or become   liable for the payment of such obligation;   all obligations, contingent or otherwise, of any such Person relative to the face(f)   amount of letters of credit, whether or not drawn, including, without limitation, any   Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person;   all obligations of any such Person in respect of Disqualified Equity Interests;(g)   all net obligations of such Person under any Hedge Agreements; and(h)   all Guarantees of any such Person with respect to any of the foregoing.(i)   For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any   partnership or joint venture (other than a joint venture that is itself a corporation or limited liability   company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is   expressly made non-recourse to such Person.  The amount of any net obligation under any Hedge   Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date.   “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to   any payment made by or on account of any obligation of any Credit Party under any Loan Document and   (b) to the extent not otherwise described in clause (a), Other Taxes.   “Indemnitee” has the meaning assigned thereto in Section 12.3(b).   “Insurance and Condemnation Event” means the receipt by any Credit Party or any of its   Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss,   physical destruction or damage, taking or similar event with respect to any of their respective Property.   “Interest Period” means, as to each LIBOR Rate Loan, the period commencing on the date such   LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the   date one (1), two (2), three (3), or six (6) months thereafter, in each case as selected by the Borrower in its   Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; provided that:   the Interest Period shall commence on the date of advance of or conversion to(a)   any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each   successive Interest Period shall commence on the date on which the immediately preceding   Interest Period expires;   if any Interest Period would otherwise expire on a day that is not a Business Day,(b)   such Interest Period shall expire on the next succeeding Business Day; provided that if any   Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is not a   Business Day but is a day of the month after which no further Business Day occurs in such   month, such Interest Period shall expire on the immediately preceding Business Day;   any Interest Period with respect to a LIBOR Rate Loan that begins on the last(c)   Business Day of a calendar month (or on a day for which there is no numerically corresponding   day in the calendar month at the end of such Interest Period) shall end on the last Business Day of   the relevant calendar month at the end of such Interest Period;    17   59442126_10   74897129_7    





 







no Interest Period shall extend beyond the Latest Maturity Date; and(d)   there shall be no more than six (6) Interest Periods in effect at any time.(e)   “IP Reporting Certificate” means a certificate of a Responsible Officer of the Borrower   substantially in the form attached as Exhibit I.   “IRS” means the United States Internal Revenue Service.   “ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999),   International Chamber of Commerce Publication No. 590.   “Issuing Lender” means Wells Fargo in its capacity as issuing lender hereunder or any successor   thereto.   “Junior Indebtedness” means (a) any Indebtedness of the Borrower or its Subsidiaries in an   aggregate outstanding principal amount in excess of $5,000,000 that is unsecured, (b) any Real Estate   Finance Indebtednessincurred under Section 9.1(r) and (cb) any Subordinated Indebtedness.   “Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date   applicable to any Loan, Revolving Credit Commitment or Incremental Commitment hereunder at such   time, including the latest maturity or expiration date of any Incremental Term Loan.   “L/C Commitment” means the lesser of (a) $10,000,000 and (b) the Revolving Credit   Commitment.   “L/C Facility” means the letter of credit facility established pursuant to Article III.   “L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn   and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings   under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.   “L/C Participants” means, with respect to any Letter of Credit, the collective reference to all the   Revolving Credit Lenders other than the Issuing Lender.   “Lender” means each Person executing this Agreement as a Lender on the Closing Date, each   Term Loan Lender and any other Person that shall have become a party to this Agreement as a Lender   pursuant to an Assignment and Assumption or pursuant to Section 2.7, other than any Person that ceases   to be a party hereto as a Lender pursuant to an Assignment and Assumption.  Unless the context   otherwise requires, the term “Lenders” includes the Swingline Lender.   “Lending Office” means, with respect to any Lender, the office of such Lender maintaining such   Lender’s Extensions of Credit.   “Letter of Credit Application” means an application, in the form specified by the Issuing Lender   from time to time, requesting the Issuing Lender to issue a Letter of Credit.   “Letters of Credit” means the collective reference to letters of credit issued pursuant to Section   3.1.  Notwithstanding anything to the contrary contained herein, a letter of credit issued by the Issuing   Lender (other than Wells Fargo at any time it is also acting as Administrative Agent) shall not be a    18   59442126_10   74897129_7    





 







“Letter of Credit” for purposes of the Loan Documents until such time as the Administrative Agent has   been notified in writing of the issuance thereof by the Issuing Lender.   “LIBOR” means,   for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest(a)   per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable   Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at   approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the   applicable Interest Period.  If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page   (or any applicable successor page), then “LIBOR” shall be determined by the Administrative Agent to be   the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class   banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London   time) two (2) London Banking Days prior to the first day of the applicable Interest Period for a period   equal to such Interest Period.   for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per(b)   annum determined on the basis of the rate for deposits in Dollars for an Interest Period equal to one   month (commencing on the date of determination of such interest rate) which appears on the Reuters   Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on   such date of determination, or, if such date is not a Business Day, then the immediately preceding   Business Day.  If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any   applicable successor page) then “LIBOR” for such Base Rate Loan shall be determined by the   Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars   would be offered by first class banks in the London interbank market to the Administrative Agent at   approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month   commencing on such date of determination.   Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all   purposes, absent manifest error.   “LIBOR Rate” means a rate per annum determined by the Administrative Agent pursuant to the   following formula:   LIBOR Rate = LIBOR   1.00-Eurodollar Reserve Percentage   Notwithstanding the foregoing, if the LIBOR Rate shall be less than zero, such rate shall be   deemed to be zero for purposes of this Agreement.   “LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as   provided in Section 5.1(a).   “Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge,   security interest, hypothecation or encumbrance in the nature of a security interest of any kind in respect   of such asset.  For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any   asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale   agreement, Capital Lease Obligation or other title retention agreement relating to such asset.    19   59442126_10   74897129_7    





 







“Liquidity” shall mean, as of any date, the sum of (a) all Qualified Cash and Cash Equivalents of   the Borrower and its Subsidiaries on such date and (b) the amount available and permitted to be drawn   under the Revolving Credit Facility as of such date.   “Loan Documents” means, collectively, this Agreement, each Note, the Letter of Credit   Applications, the Security Documents, the Guaranty Agreement and each other document, instrument,   certificate and agreement executed and delivered by the Credit Parties or any of their respective   Subsidiaries in favor of or provided to the Administrative Agent or any Secured Party in connection with   this Agreement or otherwise referred to herein or contemplated hereby (excluding any Secured Hedge   Agreement and any Secured Cash Management Agreement).   “Loans” means the collective reference to the Revolving Credit Loans, the Swingline Loans and   the Incremental Term Loans, and “Loan” means any of such Loans.   “London Banking Day” means any day on which dealings in Dollar deposits are conducted by   and between banks in the London interbank Eurodollar market.   “Material Adverse Effect” means a material adverse change in (a) the business, operations, results   of operations, assets, liabilities or financial condition of the Borrower and its Subsidiaries, taken as a   whole, (b)  the ability of any Credit Party to perform its obligations under any Loan Document to which it   is a party, (c)  the rights and remedies of the Administrative Agent or any Lender under any Loan   Document, or (d) the legality, validity, binding effect or enforceability against any Credit Party of any   Loan Document to which it is a party.   “Material Contract” means, with respect to any Credit Party, any contract, agreement, instrument   or arrangement which is a type of material contract covered by Item 601(b)(10) of Regulation S-K.   “Maturity Date” means the earliest to occur of (a) September 30, 2019, (b) the date of termination   of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5 and (c) the date of   termination of the Revolving Credit Commitment pursuant to Section 10.2(a).   “Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting   of cash or deposit account balances, an amount equal to 105% of the sum of (i) the Fronting Exposure of   the Issuing Lender with respect to Letters of Credit issued and outstanding at such time and (ii) the   Fronting Exposure of the Swingline Lender with respect to all Swingline Loans outstanding at such time   and (b) otherwise, an amount determined by the Administrative Agent and the Issuing Lender at such   time in their reasonable discretion.   “Moody’s” means Moody’s Investors Services, Inc.   “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA   to which any Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has   accrued an obligation to make contributions within the preceding seven (7) years.   “Net Cash Proceeds” means, as applicable, (a) with respect to any Asset Disposition or Insurance   and Condemnation Event, the gross proceeds received by any Credit Party or any of its Subsidiaries   therefrom (including any cash, Cash Equivalents, deferred payment pursuant to, or by monetization of, a   note receivable or otherwise, as and when received, and any cash insurance proceeds or condemnation   award proceeds) less the sum of (i)  all income taxes and other taxes assessed by, or reasonably estimated   to be payable to, a Governmental Authority as a result of such transaction (provided that if such estimated   taxes exceed the amount of actual taxes required to be paid in cash in respect of such Asset Disposition,    20   59442126_10   74897129_7    





 







the amount of such excess shall constitute Net Cash Proceeds), (ii) all reasonable and customary   out-of-pocket fees and expenses incurred in connection with such Asset Disposition and (iii) the principal   amount of, premium, if any, and interest on any Indebtedness secured by a Lien on the asset (or a portion   thereof) disposed of, which Indebtedness is required to be repaid in connection with such transaction or   event, and (b) with respect to any Debt Issuance, the gross cash proceeds received by any Credit Party or   any of its Subsidiaries therefrom less all reasonable and customary out-of-pocket legal, underwriting and   other fees and expenses incurred in connection therewith.   “Net Share Settlement” shall mean any settlement upon conversion of Convertible Debt   Securities consisting of Equity Interests, cash or a combination of cash and Equity Interests.   “Non-Consenting Lender” means any Lender that does not approve any consent, waiver,   amendment, modification or termination that (a) requires the approval of all Lenders or all affected   Lenders in accordance with the terms of Section 12.2 and (b) has been approved by the Required Lenders.   “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such   time.   “Non-Guarantor Subsidiary” means any Subsidiary of the Borrower that is not a Subsidiary   Guarantor.   “Notes” means the collective reference to the Revolving Credit Notes, the Swingline Note and the   Incremental Term Loan Notes.   “Notice of Account Designation” has the meaning assigned thereto in Section 2.3(b).   “Notice of Borrowing” has the meaning assigned thereto in Section 2.3(a).   “Notice of Conversion/Continuation” has the meaning assigned thereto in Section 5.2.   “Notice of Prepayment” has the meaning assigned thereto in Section 2.4(c).   “Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal   of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the   Loans, (b) the L/C Obligations and (c) all other fees and commissions (including attorneys’ fees), charges,   indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the   Credit Parties and each of their respective Subsidiaries to the Lenders, the Issuing Lender or the   Administrative Agent, in each case under any Loan Document, with respect to any Loan or Letter of   Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become   due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and   including interest and fees that accrue after the commencement by or against any Credit Party or any   Subsidiary thereof of any proceeding under any Debtor Relief Laws, naming such Person as the debtor in   such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.   “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.   “Officer’s Compliance Certificate” means a certificate of the chief financial officer or the   treasurer of the Borrower substantially in the form attached as Exhibit F.   “Operating Lease” means, as to any Person as determined in accordance with GAAP, any lease of   Property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.    21   59442126_10   74897129_7    





 







“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a   present or former connection between such Recipient and the jurisdiction imposing such Tax (other than   connections arising from such Recipient having executed, delivered, become a party to, performed its   obligations under, received payments under, received or perfected a security interest under, engaged in   any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any   Loan or Loan Document).   “Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing   or similar Taxes that arise from any payment made under, from the execution, delivery, performance,   enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise   with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed   with respect to an assignment (other than an assignment made pursuant to Section 5.12).   “Participant” has the meaning assigned thereto in Section 12.9(d).   “Participant Register” has the meaning assigned thereto in Section 12.9(d).   “PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law   October 26, 2001)).   “PBGC” means the Pension Benefit Guaranty Corporation or any successor agency.   “Pension Plan” means any employee benefit plan within the meaning of Section 3(2) of ERISA,   other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412   of the Code and which (a) is maintained, funded or administered for the employees of any Credit Party or   any ERISA Affiliate or (b) has at any time within the preceding seven (7) years been maintained, funded   or administered for the employees of any Credit Party or any current or former ERISA Affiliates.   “Permitted Acquisition” means any Acquisition by the Borrower or any Subsidiary if such   Acquisition meets all of the following requirements:   no less than ten (10) Business Days (or such shorter period of time as Administrative(a)   Agent may agree in its sole discretion) prior to the proposed closing date of such Acquisition, the   Borrower shall have delivered written notice of such Acquisition to the Administrative Agent, which   notice shall include the proposed closing date of such Acquisition;   the Board of Directors and/or shareholders (or equivalent) of the Person to be acquired(b)   shall have approved the consummation of such Acquisition (which approval shall not have been   withdrawn);   the Person or business to be acquired shall be in a line of business permitted pursuant to(c)   Section 9.11;   if such transaction is a merger or consolidation, (i) the Borrower shall be the surviving(d)   Person in any such transaction involving the Borrower, or if such transaction is a merger or consolidation   involving a Subsidiary Guarantor, either a Subsidiary Guarantor shall be the surviving Person or the   surviving Person shall become a Subsidiary Guarantor within the applicable time period specified in   Section 8.13, and (ii) no Change in Control shall have been effected thereby;    22   59442126_10   74897129_7    





 







the Borrower shall have delivered or will deliver to the Administrative Agent all(e)   documents required to be delivered pursuant to, and in accordance with, Section 8.13 in the applicable   time periods specified therein;   for any Acquisition with aggregate consideration (including cash, Cash Equivalents,(f)   Equity Interests, Earn-outs, Holdbacks and other deferred payment obligations) in excess of $25,000,000,   no later than five (5) Business Days (or such lesser time as determined by the Administrative Agent in its   sole discretion) prior to the proposed closing date of such Acquisition, the Borrower shall have delivered   to the Administrative Agent an Officer’s Compliance Certificate for the most recent fiscal quarter end   preceding such Acquisition for which financial statements are available demonstrating that the Borrower   is in compliance on a Pro Forma Basis (as of the last day of such fiscal quarter and after giving effect   thereto and any Indebtedness incurred in connection therewith) with each covenant contained in Section   9.13;   for any Acquisition with aggregate consideration (including cash, Cash Equivalents,(g)   Equity Interests, Earn-outs, Holdbacks and other deferred payment obligations) in excess of $50,000,000,   no later than five (5) Business Days (or such lesser time as determined by the Administrative Agent in its   sole discretion) prior to the proposed closing date of such Acquisition, the Borrower shall have delivered   to the Administrative Agent:   forecasted balance sheets, profit and loss statements and cash flow statements for(i)   the Person to be acquired, all prepared on a basis consistent with such Person’s historical   financial statements, together with appropriate supporting details and a statement of underlying   assumptions for the one (1) year period following the date of the proposed Acquisition, on a   quarterly basis, in form and substance (including, without limitation, as to scope and underlying   assumptions) reasonably satisfactory to the Administrative Agent; and   copies of substantially final documentation entered into in connection with such(ii)   Acquisition, which shall be in form and substance reasonably satisfactory to the Administrative   Agent;   no Default or Event of Default shall have occurred and be continuing both before and(h)   immediately after giving effect to such Acquisition;   the consideration for all Acquisitions of Non-Guarantor Subsidiaries consummated(i)   during the term of this Agreement shall not exceed $150,000,000 in the aggregate;   the Borrower shall have Liquidity of not less than $35,000,000 immediately after giving(j)   effect to the Acquisition; and   for any Acquisition with aggregate consideration (including cash, Cash Equivalents,(k)   Equity Interests, Earn-outs, Holdbacks and other deferred payment obligations) in excess of $25,000,000,   not later than five (5) Business Days (or such later date as Administrative Agent may agree in its sole   discretion) following the consummation of such Acquisition, the Borrower shall have delivered to the   Administrative Agent a certificate of a Responsible Officer thereof certifying that all of the requirements   set forth above have been satisfied.   “Permitted Call Spread Agreements” means (a) any contract (including, but not limited to, any   convertible bond hedge or capped call transaction) pursuant to which, among other things, the Borrower   acquires an option requiring the counterparty thereto to deliver to the Borrower shares of common stock   of the Borrower, cash in lieu of delivering shares of common stock or cash representing the termination    23   59442126_10   74897129_7    





 







value of such option or a combination thereof from time to time upon exercise or early termination of   such option and (b) any contract pursuant to which, among other things, the Borrower issues to the   counterparty thereto warrants to acquire shares of common stock of the Borrower, the cash value of such   shares or a combination thereof upon exercise of such warrants, in each case entered into by the Borrower   in connection with the issuance of Convertible Debt Securities (including, without limitation, the exercise   of any over?allotment or underwriter’s option); provided that the terms, conditions and covenants of such   contract are customary for contracts of such type (as determined by the Borrower in good faith).   “Permitted Holder” means Steve Winn and his Affiliates or any other entity to which Mr. Winn   may be attributed beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), other than   affiliate portfolio companies.   “Permitted Liens” means the Liens permitted pursuant to Section 9.2.   “Permitted Refinancing Indebtedness” means any Indebtedness (the “Refinancing Indebtedness”),   the proceeds of which are used to refinance, refund, renew, extend or replace outstanding Indebtedness   (such outstanding Indebtedness, the “Refinanced Indebtedness”); provided that (a) the principal amount   (or accreted value, if applicable) of such Refinancing Indebtedness is not greater than the principal   amount (or accreted value, if applicable) of the Refinanced Indebtedness at the time of such refinancing,   refunding, renewal, extension or replacement, except by an amount equal to unpaid accrued interest and   premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in   connection with such refinancing, refunding, renewal, extension or replacement, and by an amount equal   to any existing commitments thereunder that have not been utilized at the time of such refinancing,   refunding, renewal, extension or replacement, (b) the final maturity and weighted average life to maturity   of such Refinancing Indebtedness shall not be prior to or shorter than that applicable to the Refinanced   Indebtedness, (c) the primary obligor of such Refinancing Indebtedness shall be the same as the primary   obligor of the Refinanced Indebtedness, (d) such Refinancing Indebtedness shall not be secured by (i)   Liens on assets other than (x) assets securing the Refinanced Indebtedness at the time of such refinancing,   refunding, renewal, extension or replacement, (y) any after-acquired property that is affixed or   incorporated into the property covered by such Liens and (z) proceeds and products thereof, or (ii) Liens   having a higher priority than the Liens, if any, securing the Refinanced Indebtedness, (e) such   Refinancing Indebtedness shall not be guaranteed by or otherwise recourse to any Person other than the   Person(s) to whom the Refinanced Indebtedness is recourse or by whom it is guaranteed, in each case as   of the time of such refinancing, refunding, renewal, extension or replacement, (f) to the extent such   Refinanced Indebtedness is subordinated in right of payment to the Obligations (or the Liens securing   such Indebtedness were originally contractually subordinated to the Liens securing the Collateral pursuant   to the Security Documents), such refinancing, refunding, renewal, extension or replacement is   subordinated in right of payment to the Obligations (or the Liens securing such Indebtedness shall be   subordinated to the Liens securing the Collateral pursuant to the Security Documents) on terms at least as   favorable to the Lenders as those contained in the documentation governing such Refinanced   Indebtedness, (g) the terms of such Refinancing Indebtedness, taken as a whole, are not materially more   restrictive on the Borrower and its Subsidiaries than the terms of the Refinanced Indebtedness, taken as a   whole, and (h) no Event of Default shall have occurred and be continuing at the time of such refinancing,   refunding, renewal, extension or replacement.   “Person” means any individual, corporation, limited liability company, trust, joint venture,   association, company, partnership, Governmental Authority or other entity.    24   59442126_10   74897129_7    





 







“Platform” has the meaning assigned thereto in Section 8.2.   “Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to   time by the Administrative Agent as its prime rate.  Each change in the Prime Rate shall be effective as of   the opening of business on the day such change in such prime rate occurs.  The parties hereto   acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or   base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.   “Pro Forma Basis” means, for purposes of calculating Consolidated EBITDA for any period   during which one or more Specified Transactions occurs, that such Specified Transaction (and all other   Specified Transactions that have been consummated during the applicable period) shall be deemed to   have occurred as of the first day of the applicable period of measurement and:   (a) all income statement items (whether positive or negative) attributable to the Property or   Person disposed of in a Specified Disposition shall be excluded and all income statement items (whether   positive or negative) attributable to the Property or Person acquired in a Permitted Acquisition shall be   included (provided that such income statement items to be included are reflected in financial statements or   other financial data reasonably acceptable to the Administrative Agent and based upon reasonable   assumptions and calculations which are expected to have a continuous impact); and   (b) non-recurring costs, extraordinary expenses and other pro forma adjustments (including   anticipated cost savings and other synergies) attributable to such Specified Transaction may be included   to the extent that such costs, expenses or adjustments (i) are reasonably expected to be realized within   twelve (12) months of such Specified Transaction as set forth in reasonable detail on a certificate of a   Responsible Officer of the Borrower delivered to the Administrative Agent, (ii) are calculated on a basis   consistent with GAAP and are, in each case, reasonably identifiable, factually supportable, and expected   to have a continuing impact on the operations of the Borrower and its Subsidiaries and (iii) are either   permitted as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act of 1933 or   represent less than five percent (5%) of Consolidated EBITDA (determined without giving effect to this   clause (b) in the aggregate); provided that the foregoing costs, expenses, adjustments, cost savings and   other synergies shall be without duplication of any costs, expenses or adjustments that are already   included in the calculation of Consolidated EBITDA or clause (a) above.   If a transaction which is conditioned on compliance on a Pro Forma Basis with the covenants set   forth in Section 9.13 is consummated prior to the first date on which such covenant is required to be   satisfied, the level required for such first date shall be deemed to apply for determining such compliance   on a Pro Forma Basis.   Any Permitted Acquisition or incurrence of Indebtedness under Section 9.1(r) which is   conditioned on, or determined by reference to, compliance on a Pro Forma Basis with Section 9.13, may   include an increase in the required Consolidated Net Leverage Ratio under Section 9.13(a) to the extent   permitted pursuant to the second paragraph of such Section if the Borrower has elected to exercise such   increase by giving written notice to the Administrative Agent not less than five (5) Business Days’ prior   to the consummation of such Permitted Acquisition or incurrence of Indebtedness.   “Property” means any right or interest in or to property of any kind whatsoever, whether real,   personal or mixed and whether tangible or intangible, including, without limitation, Equity Interests.   “Public Lenders” has the meaning assigned thereto in Section 8.2.    25   59442126_10   74897129_7    





 







“Qualified Cash and Cash Equivalents” means, as of any date of determination, the aggregate   amount of Unrestricted cash and Cash Equivalents held by the Borrower and its Subsidiaries in deposit   accounts or securities accounts located within the United States and covered by a control agreement in   favor of the Administrative Agent.   For purposes hereof, “Unrestricted” means, when referring to cash   and Cash Equivalents of the Borrower and its Subsidiaries, that such cash and Cash Equivalents (a) do not   appear or would not be required to appear as “restricted” on the financial statements of the Borrower or   any such Subsidiary (unless related to the Loan Documents or the Liens created thereunder) or (b) are not   subject to a Lien (other than Liens permitted under Section 9.2(a) or (k)).   “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.   “Real Estate Finance Indebtedness” has the meaning assigned thereto in Section 9.1(i).Qualified   Unsecured Debt Issuance” means the issuance of unsecured debt securities (whether convertible or   non-convertible) by the Borrower pursuant to Section 9.1(r) in an outstanding principal or accreted   amount of $150,000,000 or more, on customary market terms (as determined in good faith by the   Borrower).   “Recipient” means (a) the Administrative Agent, (b) any Lender and (c) the Issuing Lender, as   applicable.   “Register” has the meaning assigned thereto in Section 12.9(c).   “Reimbursement Obligation” means the obligation of the Borrower to reimburse the Issuing   Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by the Issuing Lender.   “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners,   directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of   such Person and of such Person’s Affiliates.   “Required Lenders” means, at any time, Lenders whose outstanding Loans (including such   Lender’s participation in outstanding L/C Obligations and Swingline Loans) and unused Revolving Credit   Commitments aggregatehaving Total Credit Exposures representing more than fifty percent (50%) of the   outstanding Loans (including participations in outstanding L/C Obligations and Swingline Loans) and   unused Revolving Credit Commitments of all Lenders.  The outstanding Loans (including participations   in outstanding L/C Obligations and Swingline Loans) and unused Revolving Credit CommitmentsTotal   Credit Exposures of all Lenders.  The Total Credit Exposure of any Defaulting Lender shall be   disregarded in determining Required Lenders at any time.   “Required Revolving Credit Lenders” means, at any date, any combination of Revolving Credit   Lenders holding more than fifty percent (50%) of the sum of the aggregate amount of the Revolving   Credit Commitment or, if the Revolving Credit Commitment has been terminated, any combination of   Revolving Credit Lenders holding more than fifty percent (50%) of the aggregate Revolving Credit   Exposure; provided that the Revolving Credit Commitment of, and the portion of the Revolving Credit   Exposure, as applicable, held or deemed held by, any Defaulting Lender shall be disregarded in   determining Required Revolving Credit Lenders.   “Required Term Loan Lenders” means, at any time, Term Loan Lenders having outstanding Term   Loans representing more than fifty percent (50%) of the aggregate principal amount of all outstanding   Term Loans. The outstanding Term Loans of any Defaulting Lender shall be disregarded in determining   Required Term Loan Lenders.    26   59442126_10   74897129_7    





 







“Responsible Officer” means, as to any Person, the chief executive officer, president, chief   financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such   Person designated in writing by the Borrower or any Subsidiary Guarantor and reasonably acceptable to   the Administrative Agent.  Any document delivered hereunder or under any other Loan Document that is   signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by   all necessary corporate, partnership and/or other action on the part of such Person and such Responsible   Officer shall be conclusively presumed to have acted on behalf of such Person.   “Restricted Payment” has the meaning assigned thereto in Section 9.6.   “Revolving Commitment Increase” shall have the meaning assigned thereto in Section 2.7(a).   “Revolving Credit Commitment” means (a) as to any Revolving Credit Lender, the obligation of   such Revolving Credit Lender to make Revolving Credit Loans to, and to purchase participations in L/C   Obligations and Swingline Loans for the account of, the Borrower hereunder in an aggregate principal   amount at any time outstanding not to exceed the amount set forth opposite such Revolving Credit   Lender’s name on the Register, as such amount may be modified at any time or from time to time   pursuant to the terms hereof (including, without limitation, Section 2.7) and (b) as to all Revolving Credit   Lenders, the aggregate commitment of all Revolving Credit Lenders to make Revolving Credit Loans, as   such amount may be modified at any time or from time to time pursuant to the terms hereof (including,   without limitation, Section 2.7).  The aggregate Revolving Credit Commitment of all the Revolving   Credit Lenders on the Closing Date shall be $200,000,000.  The initial Revolving Credit Commitment of   each Revolving Credit Lender as of the First Amendment Effective Date is set forth opposite the name of   such Lender on Schedule 1.1.   “Revolving Credit Commitment Percentage” means, with respect to any Revolving Credit Lender   at any time, the percentage of the total Revolving Credit Commitments of all the Revolving Credit   Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment.  If the Revolving   Credit Commitments have terminated or expired, the Revolving Credit Commitment Percentages shall be   determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any   assignments.  The initial Revolving Credit Commitment Percentage of each Revolving Credit Lender as   of the First Amendment Effective Date is set forth opposite the name of such Lender on Schedule 1.1.   “Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the   aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Revolving   Credit Lender’s participation in L/C Obligations and Swingline Loans at such time.   “Revolving Credit Facility” means the revolving credit facility established pursuant to Article II   (including any increase in such revolving credit facility established pursuant to Section 2.7).   “Revolving Credit Maturity Date” means the earliest to occur of (a) September 30, 2019, (b) the   date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5   and (c) the date of termination of the Revolving Credit Commitment pursuant to Section 10.2(a).   “Revolving Credit Lenders” means, collectively, all of the Lenders with a Revolving Credit   Commitment.   “Revolving Credit Loan” means any revolving loan made to the Borrower pursuant to Section   2.1, and all such revolving loans collectively as the context requires.    27   59442126_10   74897129_7    





 







“Revolving Credit Note” means a promissory note made by the Borrower in favor of a Revolving   Credit Lender evidencing the Revolving Credit Loans made by such Revolving Credit Lender,   substantially in the form attached as Exhibit A-1, and any substitutes therefor, and any replacements,   restatements, renewals or extension thereof, in whole or in part.   “Revolving Credit Outstandings” means the sum of (a) with respect to Revolving Credit Loans   and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect   to any borrowings and prepayments or repayments of Revolving Credit Loans and Swingline Loans, as   the case may be, occurring on such date; plus (b) with respect to any L/C Obligations on any date, the   aggregate outstanding amount thereof on such date after giving effect to any Extensions of Credit   occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such   date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of   Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking   effect on such date.   “Revolving Extensions of Credit” means (a) any Revolving Credit Loan then outstanding, (b) any   Letter of Credit then outstanding or (c) any Swingline Loan then outstanding.   “S&P” means Standard & Poor’s Financial Services LLC, a part of McGraw-Hill Financial and   any successor thereto.   “Sale Leaseback” means any arrangement pursuant to which any Credit Party or any Subsidiary   thereof, directly or indirectly becomes or remains liable as lessee or as guarantor or other surety with   respect to any lease, whether an operating lease or a Capital Lease, of any Property (whether real,   personal or mixed), whether now owned or hereafter acquired, (a) which any Credit Party or any   Subsidiary thereof has sold or transferred or is to sell or transfer to a Person which is not another Credit   Party or Subsidiary of a Credit Party or (b) which any Credit Party or any Subsidiary thereof intends to   use for substantially the same purpose as any other Property that has been sold or is to be sold or   transferred by such Credit Party or such Subsidiary to another Person which is not another Credit Party or   Subsidiary of a Credit Party in connection with such lease.   “Sanctioned Country” means at any time, a country or territory which is itself the subject or target   of any Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria).   “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of   designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security   Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any   Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by   any such Person or Persons described in clauses (a) and (b).   “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or   enforced from time to time by the U.S. government (including those administered by OFAC), the   European Union, Her Majesty’s Treasury, or other relevant sanctions authority.   “SEC” means the Securities and Exchange Commission, or any Governmental Authority   succeeding to any of its principal functions.   “Secured Cash Management Agreement” means any Cash Management Agreement between or   among any Credit Party and any Cash Management Bank.    28   59442126_10   74897129_7    





 







“Secured Hedge Agreement” means any Hedge Agreement between or among any Credit Party   and any Hedge Bank.   “Secured Obligations” means, collectively, (a) the Obligations and (b) all existing or future   payment and other obligations owing by any Credit Party under (i) any Secured Hedge Agreement (other   than an Excluded Swap Obligation) and (ii) any Secured Cash Management Agreement.   “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Issuing Lender,   the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the   Administrative Agent from time to time pursuant to Section 11.5, any other holder from time to time of   any of any Secured Obligations and, in each case, their respective successors and permitted assigns.   “Security Documents” means the collective reference to the Collateral Agreement and each other   agreement or writing pursuant to which any Credit Party pledges or grants a security interest in any   Property or assets securing the Secured Obligations.   “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on   such date (a) the fair value of the property of such Person is greater than the total amount of liabilities,   including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such   Person is not less than the amount that will be required to pay the probable liability of such Person on its   debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that   it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they   mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business   or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e)   such Person is able to pay its debts and liabilities, contingent obligations and other commitments   generally as they mature in the ordinary course of business.  The amount of contingent liabilities at any   time shall be computed as the amount that, in the light of all the facts and circumstances existing at such   time, represents the amount that can reasonably be expected to become an actual or matured liability.   “Specified Disposition” means any Asset Disposition having gross sales proceeds in excess of   $25,000,000.   “Specified Transactions” means (a) any Specified Disposition, (b) any Permitted Acquisition and   (c) the Transactions.   “Subordinated Indebtedness” means the collective reference to any Indebtedness incurred by the   Borrower or any of its Subsidiaries that is subordinated in right and time of payment to the Obligations on   terms and conditions reasonably satisfactory to the Administrative Agent.   “Subsidiary” means as to any Person, any corporation, partnership, limited liability company or   other entity of which more than fifty percent (50%) of the outstanding Equity Interests having ordinary   voting power to elect a majority of the board of directors (or equivalent governing body) or other   managers of such corporation, partnership, limited liability company or other entity is at the time owned   by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such   Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such   corporation, partnership, limited liability company or other entity shall have or might have voting power   by reason of the happening of any contingency).  Unless otherwise qualified, references to “Subsidiary”   or “Subsidiaries” herein shall refer to those of the Borrower.    29   59442126_10   74897129_7    





 







“Subsidiary Guarantors” means, collectively, all direct and indirect Domestic Subsidiaries of the   Borrower (other than any Immaterial Subsidiary and any Excluded Subsidiary) in existence on the   Closing Date or which become a party to the Guaranty Agreement pursuant to Section 8.13.   “Swap Obligation” means, with respect to any Subsidiary Guarantor, any obligation to pay or   perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of   section 1a(47) of the Commodity Exchange Act.   “Swingline Commitment” means the lesser of (a) $20,000,000 and (b) the Revolving Credit   Commitment.   “Swingline Facility” means the swingline facility established pursuant to Section 2.2.   “Swingline Lender” means Wells Fargo in its capacity as swingline lender hereunder or any   successor thereto.   “Swingline Loan” means any swingline loan made by the Swingline Lender to the Borrower   pursuant to Section 2.2, and all such swingline loans collectively as the context requires.   “Swingline Note” means a promissory note made by the Borrower in favor of the Swingline   Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form attached   as Exhibit A-2, and any substitutes therefor, and any replacements, restatements, renewals or extension   thereof, in whole or in part.   “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan   or similar off-balance sheet financing product where such transaction is considered borrowed money   indebtedness for tax purposes but is classified as an Operating Lease in accordance with GAAP.   “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings   (including backup withholding), assessments, fees or other charges imposed by any Governmental   Authority, including any interest, fines, additions to tax or penalties applicable thereto.   “Term Loan Lenders” means, collectively, all of the Lenders with an Incremental Term Loan   Commitment and/or outstanding Term Loans.   “Term Loan Maturity Date” means (a) with respect to the Incremental Term Loan-1, the earlier to   occur of (i) September 30, 2019 and (ii) the date of the acceleration of the Term Loans pursuant to   Section 10.2(a), and (b) with respect to any other Term Loan, the earlier to occur of (i) the date of   maturity determined by the applicable Term Lenders pursuant to Section 2.7 and (ii) the date of the   acceleration of the Term Loans pursuant to Section 10.2(a).   “Term Loan Percentage” means, with respect to any Term Loan Lender at any time, the   percentage of the total outstanding principal balance of the Term Loans represented by the outstanding   principal balance of such Term Loan Lender’s Term Loans.   “Term Loans” means the Incremental Term Loan-1 and, if applicable, any additional Incremental   Term Loans.   “Termination Event” means the occurrence of any of the following which, individually or in the   aggregate, has resulted or could reasonably be expected to result in liability of the Borrower in an   aggregate amount in excess of the Threshold Amount: (a) a “Reportable Event” described in Section 4043    30   59442126_10   74897129_7    





 







of ERISA for which the thirty (30) day notice requirement has not been waived by the PBGC, or (b) the   withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in which it   was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that   is treated as such a withdrawal under Section 4062(e) of ERISA, or (c) the termination of a Pension Plan,   the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment   as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan   liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect   to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds   under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any   Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303 of   ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk   plan or plan in endangered or critical status with the meaning of Sections 430, 431 or 432 of the Code or   Sections 303, 304 or 305 of ERISA or (h) the partial or complete withdrawal of any Credit Party or any   ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (i) any   event or condition which results in the reorganization or insolvency of a Multiemployer Plan under   Sections 4241 or 4245 of ERISA, or (j) any event or condition which results in the termination of a   Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to   terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) the imposition of any liability under   Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,   upon any Credit Party or any ERISA Affiliate.   “Threshold Amount” means $15,000,000.   “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments,   Revolving Credit Exposure and outstanding Term Loans of such Lender at such time.   “Transactions” means, collectively, (a) the repayment in full of all Indebtedness outstanding   under the Existing Credit Agreement, (b) the initial Extensions of Credit and (c) the payment of all fees,   commissions and expenses incurred in connection with the foregoing.   “UCC” means the Uniform Commercial Code as in effect in the State of New York.   “United States” means the United States of America.   “U.S. Borrower” means any Borrower that is a U.S. Person.   “U.S. Person” means any Person that is a “United States person” as defined in Section   7701(a)(30) of the Code.   “U.S. Tax Compliance Certificate” has the meaning assigned thereto in Section 5.11(g).   “Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.   “Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such   Subsidiary are, directly or indirectly, owned or controlled by the Borrower and/or one or more of its   Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by   Applicable Law to be owned by a Person other than the Borrower and/or one or more of its   Wholly-Owned Subsidiaries).   “Withholding Agent” means the Borrower and the Administrative Agent.    31   59442126_10   74897129_7    





 







Other Definitions and Provisions.  With reference to this Agreement andSECTION 1.2   each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the   definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b)   whenever the context may require, any pronoun shall include the corresponding masculine, feminine and   neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the   phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as   the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s   successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import,   shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g)   all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles   and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property”   shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible   assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents”   includes any and all instruments, documents, agreements, certificates, notices, reports, financial   statements and other writings, however evidenced, whether in physical or electronic form and (j) in the   computation of periods of time from a specified date to a later specified date, the word “from” means   “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through”   means “to and including”.   Accounting Terms.SECTION 1.3   All accounting terms not specifically or completely defined herein shall be construed in(a)   conformity with, and all financial data (including financial ratios and other financial calculations)   required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied   on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing   the audited financial statements required by Section 6.1(e)(i) or Section 8.1(a), as applicable, except as   otherwise specifically prescribed herein.  Notwithstanding the foregoing, for purposes of determining   compliance with any covenant (including the computation of any financial covenant) contained herein,   Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the   outstanding principal amount thereof, and the effects of (i) FASB ASC 825 (ii) FASB ASC 470-20 and   (iii) any accounting change described in the Proposed Accounting Standards Update to Leases (Topic   840) dated August 17, 2010, the Proposed Accounting Standards Update (Revised) to Leases (Topic 842)   dated May 16, 2013 shall each be disregarded.   If at any time any change in GAAP would affect the computation of any financial ratio or(b)   requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so   request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend   such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject   to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement   shall continue to be computed in accordance with GAAP as in effect immediately prior to such change   therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial   statements and other documents required under this Agreement or as reasonably requested hereunder   setting forth a reconciliation between calculations of such ratio or requirement made before and after   giving effect to such change in GAAP.   UCC Terms.  Terms defined in the UCC in effect on the Closing Date andSECTION 1.4   not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by   those definitions.  Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the   UCC then in effect.    32   59442126_10   74897129_7    





 







Rounding.  Any financial ratios required to be maintained pursuant to thisSECTION 1.5   Agreement shall be calculated by dividing the appropriate component by the other component, carrying   the result to one place more than the number of places by which such ratio or percentage is expressed   herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest   number).   References to Agreement and Laws.  Unless otherwise expressly providedSECTION 1.6   herein, (a) any definition or reference to formation documents, governing documents, agreements   (including the Loan Documents) and other contractual documents or instruments shall be deemed to   include all subsequent amendments, restatements, extensions, supplements and other modifications   thereto, but only to the extent that such amendments, restatements, extensions, supplements and other   modifications are not prohibited by any Loan Document; and (b) any definition or reference to any   Applicable Law, including, without limitation, the Code, the Commodity Exchange Act, ERISA, the   Exchange Act, the PATRIOT Act, the Securities Act of 1933, the UCC, the Investment Company Act of   1940, the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the   foreign assets control regulations of the United States Treasury Department, shall include all statutory and   regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable   Law.   Times of Day.  Unless otherwise specified, all references herein to times ofSECTION 1.7   day shall be references to Eastern time (daylight or standard, as applicable).   Letter of Credit Amounts.  Unless otherwise specified, all references hereinSECTION 1.8   to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of   such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or   the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit   or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of   such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such   Letter of Credit).   Guarantees.  Unless otherwise specified, the amount of any Guarantee shallSECTION 1.9   be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum   amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument   embodying such Guarantee.   Covenant Compliance Generally.  For purposes of determining complianceSECTION 1.10   under Sections 9.1, 9.2, 9.3, 9.5 and 9.6, any amount in a currency other than Dollars will be converted to   Dollars in a manner consistent with that used in calculating Consolidated Net Income in the most recent   annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 6.1(e)(i) or   Section 8.1(a), as applicable.  Notwithstanding the foregoing, for purposes of determining compliance   with Sections 9.1, 9.2 and 9.3, with respect to any amount of Indebtedness or Investment in a currency   other than Dollars, no breach of any basket contained in such sections shall be deemed to have occurred   solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment   is incurred; provided that for the avoidance of doubt, the foregoing provisions of this Section 1.10 shall   otherwise apply to such Sections, including with respect to determining whether any Indebtedness or   Investment may be incurred at any time under such Sections.    33   59442126_10   74897129_7    





 







ARTICLE II   REVOLVING CREDIT FACILITY   Revolving Credit Loans.  Subject to the terms and conditions of thisSECTION 2.1   Agreement and the other Loan Documents, and in reliance upon the representations and warranties set   forth in this Agreement and the other Loan Documents, each Revolving Credit Lender severally agrees to   make Revolving Credit Loans to the Borrower from time to time from the Closing Date to, but not   including, the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms   of Section 2.3; provided, that (a)  the Revolving Credit Outstandings shall not exceed the Revolving   Credit Commitment and (b) the Revolving Credit Exposure of any Revolving Credit Lender shall not at   any time exceed such Revolving Credit Lender’s Revolving Credit Commitment.  Each Revolving Credit   Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Credit   Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving   Credit Loans requested on such occasion.  Subject to the terms and conditions hereof, the Borrower may   borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Maturity Date.   Swingline Loans.SECTION 2.2   Availability.  Subject to the terms and conditions of this Agreement and the other Loan(a)   Documents, including, without limitation, Section 6.2(d) of this Agreement, and in reliance upon the   representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline   Lender may, in its sole discretion, make Swingline Loans to the Borrower from time to time from the   Closing Date to, but not including, the Revolving Credit Maturity Date; provided, that (a) after giving   effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit   Commitment and (b) the aggregate principal amount of all outstanding Swingline Loans (after giving   effect to any amount requested) shall not exceed the Swingline Commitment.  Subject to the terms and   conditions hereof, the Borrower may borrow, repay and reborrow Swingline Loans hereunder until the   Revolving Credit Maturity Date.   Refunding.(b)   Swingline Loans shall be refunded by the Revolving Credit Lenders on demand(i)   by the Swingline Lender.  Such refundings shall be made by the Revolving Credit Lenders in   accordance with their respective Revolving Credit Commitment Percentages and shall thereafter   be reflected as Revolving Credit Loans of the Revolving Credit Lenders on the books and records   of the Administrative Agent.  Each Revolving Credit Lender shall fund its respective Revolving   Credit Commitment Percentage of Revolving Credit Loans as required to repay Swingline Loans   outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later   than 1:00 p.m. on the next succeeding Business Day after such demand is made.  No Revolving   Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a   Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its   Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit   Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of   any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a   Swingline Loan.   The Borrower shall pay to the Swingline Lender on demand the amount of such(ii)   Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not   sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded.   In addition, the Borrower hereby authorizes the Administrative Agent to charge any account    34   59442126_10   74897129_7    





 







maintained by the Borrower with the Swingline Lender (up to the amount available therein) in   order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent   amounts received from the Revolving Credit Lenders are not sufficient to repay in full the   outstanding Swingline Loans requested or required to be refunded.  If any portion of any such   amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the   Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably   shared among all the Revolving Credit Lenders in accordance with their respective Revolving   Credit Commitment Percentages (unless the amounts so recovered by or on behalf of the   Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance   of an Event of Default of which the Administrative Agent has received notice in the manner   required pursuant to Section 11.3 and which such Event of Default has not been waived by the   Required Lenders or the Lenders, as applicable).   Each Revolving Credit Lender acknowledges and agrees that its obligation to(iii)   refund Swingline Loans in accordance with the terms of this Section is absolute and   unconditional and shall not be affected by any circumstance whatsoever, including, without   limitation, non-satisfaction of the conditions set forth in Article VI.  Further, each Revolving   Credit Lender agrees and acknowledges that if prior to the refunding of any outstanding   Swingline Loans pursuant to this Section, one of the events described in Section 10.1(h) or (i)   shall have occurred, each Revolving Credit Lender will, on the date the applicable Revolving   Credit Loan would have been made, purchase an undivided participating interest in the Swingline   Loan to be refunded in an amount equal to its Revolving Credit Commitment Percentage of the   aggregate amount of such Swingline Loan.  Each Revolving Credit Lender will immediately   transfer to the Swingline Lender, in immediately available funds, the amount of its participation   and upon receipt thereof the Swingline Lender will deliver to such Revolving Credit Lender a   certificate evidencing such participation dated the date of receipt of such funds and for such   amount.  Whenever, at any time after the Swingline Lender has received from any Revolving   Credit Lender such Revolving Credit Lender’s participating interest in a Swingline Loan, the   Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute   to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted,   in the case of interest payments, to reflect the period of time during which such Revolving Credit   Lender’s participating interest was outstanding and funded).   Defaulting Lenders.  Notwithstanding anything to the contrary contained in this(c)   Agreement, this Section 2.2 shall be subject to the terms and conditions of Section 5.14 and Section 5.15.   Procedure for Advances of Revolving Credit Loans and Swingline Loans.SECTION 2.3   Requests for Borrowing.  The Borrower shall give the Administrative Agent irrevocable(a)   prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 12:00   p.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three   (3) Business Days before each LIBOR Rate Loan (or, in the case of any LIBOR Rate Loans to be   borrowed on the Closing Date, such shorter period of time as may be agreed to by the Administrative   Agent and the Lenders), of its intention to borrow, specifying (A) the date of such borrowing, which shall   be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans   (other than Swingline Loans) in an aggregate principal amount of $3,000,000 or a whole multiple of   $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of   $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) with respect to Swingline Loans   in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, (C)   whether such Loan is to be a Revolving Credit Loan or Swingline Loan, (D) in the case of a Revolving   Credit Loan whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (E) in the case of a    35   59442126_10   74897129_7    





 







LIBOR Rate Loan, the duration of the Interest Period applicable thereto.  If the Borrower fails to specify   a type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans.  If   the Borrower requests a borrowing of LIBOR Rate Loans in any such Notice of Borrowing, but fails to   specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  A Notice   of Borrowing received after 12:00 p.m. shall be deemed received on the next Business Day.  The   Administrative Agent shall promptly notify the Revolving Credit Lenders of each Notice of Borrowing.   Disbursement of Revolving Credit and Swingline Loans.  Not later than 2:00 p.m. on the(b)   proposed borrowing date, (i) each Revolving Credit Lender will make available to the Administrative   Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately   available to the Administrative Agent, such Revolving Credit Lender’s Revolving Credit Commitment   Percentage of the Revolving Credit Loans to be made on such borrowing date and (ii) the Swingline   Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of   the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline   Loans to be made on such borrowing date.  The Borrower hereby irrevocably authorizes the   Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in   immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower   identified in the most recent notice substantially in the form attached as Exhibit C (a “Notice of Account   Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon   by the Borrower and the Administrative Agent from time to time.  Subject to Section 5.7 hereof, the   Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving   Credit Loan requested pursuant to this Section to the extent that any Revolving Credit Lender has not   made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan.   Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the   Revolving Credit Lenders as provided in Section 2.2(b).   Repayment and Prepayment of Revolving Credit and Swingline Loans.SECTION 2.4   Repayment on Termination Date.  The Borrower hereby agrees to repay the outstanding(a)   principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit Maturity Date, and (ii)   all Swingline Loans in accordance with Section 2.2(b) (but, in any event, no later than the Revolving   Credit Maturity Date), together, in each case, with all accrued but unpaid interest thereon.   Mandatory Prepayments.  If at any time the Revolving Credit Outstandings exceed the(b)   Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the   Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit   Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first,   to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding   Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of   Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the   Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied in   accordance with Section 10.2(b)).   Optional Prepayments.  The Borrower may at any time and from time to time prepay(c)   Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to   the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”)   given not later than 12:00 p.m. (i) on the same Business Day as each Base Rate Loan and each Swingline   Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and   amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline   Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each.  Upon   receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender.  If    36   59442126_10   74897129_7    





 







any such notice is given, the amount specified in such notice shall be due and payable on the date set forth   in such notice.  Partial prepayments shall be in an aggregate amount of $3,000,000 or a whole multiple of   $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000   or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a   whole multiple of $100,000 in excess thereof with respect to Swingline Loans.  A Notice of Prepayment   received after 12:00 p.m. shall be deemed received on the next Business Day.  Each such repayment shall   be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.  Notwithstanding the   foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit   Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or the occurrence of   some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the   consummation of such refinancing or incurrence or occurrence of such other identifiable event or   condition and may be revoked by the Borrower in the event such condition is not satisfied (provided that   the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under   Section 5.9).   Limitation on Prepayment of LIBOR Rate Loans.  The Borrower may not prepay any(d)   LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless   such prepayment is accompanied by any amount required to be paid pursuant to Section 5.9 hereof.   Hedge Agreements.  No repayment or prepayment of the Loans pursuant to this Section(e)   shall affect any of the Borrower’s obligations under any Hedge Agreement entered into with respect to   the Loans.   Permanent Reduction of the Revolving Credit Commitment.SECTION 2.5   Voluntary Reduction.  The Borrower shall have the right at any time and from time to(a)   time, upon at least three (3) Business Days prior irrevocable written notice to the Administrative Agent, to   permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time   or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount   not less than $3,000,000 or any whole multiple of $1,000,000 in excess thereof.  Any reduction of the   Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Revolving   Credit Lender according to its Revolving Credit Commitment Percentage.  All Commitment Fees accrued   until the effective date of any termination of the Revolving Credit Commitment shall be paid on the   effective date of such termination.  Notwithstanding the foregoing, any notice to reduce the Revolving   Credit Commitment delivered in connection with any refinancing of all of the Credit Facility with the   proceeds of such refinancing or of any incurrence of Indebtedness or the occurrence of some other   identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of   such refinancing or incurrence or occurrence of such identifiable event or condition and may be revoked   by the Borrower in the event such condition is not satisfied (provided that the failure of such contingency   shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).   Corresponding Payment.  Each permanent reduction permitted pursuant to this Section(b)   shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving   Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Revolving   Credit Commitment as so reduced, and if the aggregate amount of all outstanding Letters of Credit   exceeds the Revolving Credit Commitment as so reduced, the Borrower shall be required to deposit Cash   Collateral in a Cash Collateral account opened by the Administrative Agent in an amount equal to such   excess.  Such Cash Collateral shall be applied in accordance with Section 10.2(b).  Any reduction of the   Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving   Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the Administrative   Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment    37   59442126_10   74897129_7    





 







and the Swingline Commitment and the Revolving Credit Facility.  If the reduction of the Revolving   Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be   accompanied by any amount required to be paid pursuant to Section 5.9 hereof.   Termination of Revolving Credit Facility.  The Revolving Credit Facility andSECTION 2.6   the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.   Incremental Commitments.SECTION 2.7   Request for Incremental Commitments.  At any time and from time to time, the Borrower(a)   may by written notice to the Administrative Agent (who shall promptly notify the Lenders) request (i) one   or more increases in the Revolving Credit Commitments (a “Revolving Commitment Increase”) or (ii)   one or more incremental term loan commitments (an “Incremental Term Loan Commitment” and,   together with any Revolving Commitment Increases, the “Incremental Commitments”) to make   incremental term loans (an “Incremental Term Loan”); provided that (A) the total aggregate principal   amount for all such Incremental Commitments and Incremental Term Loans made after the ClosingFirst   Amendment Effective Date shall not exceed an amount equal to (1) $150,000,00025,000,000 plus (2)   such amount as would not cause the Consolidated Net Leverage Ratio to exceed 3.25 to 1.00 (calculated   on a Pro Forma Basis based on the financial statements for the most recent fiscal quarter end for which   financial statements have been provided after giving effect the incurrence of any then requested   Incremental Commitment and the use of proceeds thereof, but without netting the proceeds thereof); and   (B) any such request for an Incremental Commitment shall be in a minimum amount of $5,000,000 or, if   less, the remaining amount permitted pursuant to the foregoing clause (A).   Lenders.  Each notice from the Borrower pursuant to this Section shall set forth the(b)   requested amount and proposed terms of the relevant Incremental Commitment.  Incremental   Commitments may be provided by any existing Lender or by any other Persons (an “Incremental   Lender”); provided that the Administrative Agent, the Issuing Lender and/or the Swingline Lender, as   applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such   Incremental Lender’s providing such Incremental Commitment to the extent any such consent would be   required under Section 12.9(b) for an assignment of Loans or Revolving Credit Commitments, as   applicable, to such Incremental Lender.  At the time of sending such notice, the Borrower (in consultation   with the Administrative Agent) shall specify the time period within which each Incremental Lender is   requested to respond, which shall in no event be less than ten (10) Business Days from the date of   delivery of such notice to the proposed Incremental Lenders.  Each proposed Incremental Lender may   elect or decline, in its sole discretion, and shall notify the Administrative Agent within such time period   whether it agrees, to provide an Incremental Commitment and, if so, whether by an amount equal to,   greater than or less than requested.  Any Person not responding within such time period shall be deemed   to have declined to provide an Incremental Commitment.   Effective Date and Allocations.  The Administrative Agent and the Borrower shall(c)   determine the effective date (each, an “Increase Effective Date”) for each Incremental Commitment and   the final allocation of such Incremental Commitment.  The Administrative Agent shall promptly notify   the Borrower and the Lenders of the final allocations of such Incremental Commitment and the Increase   Effective Date.   Conditions to Effectiveness of Increase.  Each Incremental Commitment shall become(d)   effective as of the applicable Increase Effective Date; provided:    38   59442126_10   74897129_7    





 







no Default or Event of Default shall exist on such Increase Effective Date(i)   immediately prior to or after giving effect to (A) such Incremental Commitment or (B) the   making of any Extensions of Credit pursuant thereto;   the Borrower is in pro forma compliance with the financial covenants set forth in(ii)   Section 9.13 based on the financial statements most recently delivered pursuant to Section 8.1   after giving effect to such Incremental Commitment (assuming that the entire applicable   Incremental Term Loan and/or Revolving Commitment Increase is fully funded on the effective   date thereof and giving effect to any permanent repayment of Indebtedness in connection   therewith);   each such Incremental Commitment shall be effected pursuant to an amendment(iii)   (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan   Documents, executed by the Borrower, the Administrative Agent and the applicable Incremental   Lenders, which Incremental Amendment may, without the consent of any other Lenders, effect   such amendments to this Agreement and the other Loan Documents as may be necessary or   appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this   Section 2.7;   in the case of each Incremental Term Loan (the terms of which shall be set forth(iv)   in the relevant Incremental Amendment):   such Incremental Term Loan will mature and amortize in a manner(A)   reasonably acceptable to the Incremental Lenders making such Incremental Term Loan   and the Borrower, but will not in any event have a maturity date earlier than the Latest   Maturity Date;   the Applicable Margin and pricing grid, if applicable, for such(B)   Incremental Term Loan shall be determined by the applicable Incremental Lenders and   the Borrower on the applicable Increase Effective Date and shall be consistent with then   current market conditions; and   except as provided above, all other terms and conditions applicable to(C)   any Incremental Term Loan, to the extent not consistent with the terms and conditions of   this Agreement prior to giving effect thereto, shall be reasonably satisfactory to the   Administrative Agent and the Borrower (but in no event shall such terms and conditions   be more restrictive, taken as a whole, than those set forth in this Agreement and any other   Loan Document);   in the case of each Revolving Commitment Increase (the terms of which shall be(v)   set forth in the relevant Incremental Amendment):   Revolving Credit Loans made with respect to the Revolving(A)   Commitment Increase shall mature on the Revolving Credit Maturity Date and shall be   subject to the same terms and conditions as the other Revolving Credit Loans;   the outstanding Revolving Credit Loans and Revolving Credit(B)   Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by   the Administrative Agent on the applicable Increase Effective Date among the Revolving   Credit Lenders (including the Incremental Lenders providing such Revolving   Commitment Increase) in accordance with their revised Revolving Credit Commitment    39   59442126_10   74897129_7    





 







Percentages (and the Revolving Credit Lenders (including the Incremental Lenders   providing such Revolving Commitment Increase) agree to make all payments and   adjustments necessary to effect such reallocation and the Borrower shall pay any and all   costs required pursuant to Section 5.9 in connection with such reallocation as if such   reallocation were a repayment); and   except as provided above, all of the other terms and conditions applicable(C)   to such Revolving Commitment Increase shall, except to the extent otherwise provided in   this Section 2.7, be identical to the terms and conditions applicable to the Revolving   Credit Facility;   each Incremental Commitment shall constitute Obligations of the Borrower and(vi)   shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; and   any Incremental Lender with a Revolving Commitment Increase shall be entitled(vii)   to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit   Facility and any Extensions of Credit made in connection with each Revolving Commitment   Increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit   Loans made hereunder.   Conflicting Provisions.  This Section shall supersede any provisions in Sections 5.6 or(e)   12.2 to the contrary.   ARTICLE III   LETTER OF CREDIT FACILITY   L/C Facility.SECTION 3.1   Availability.  Subject to the terms and conditions hereof, the Issuing Lender, in reliance(a)   on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby   Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the   Borrower or, subject to Section 3.8, any Subsidiary thereof, Letters of Credit may be issued on any   Business Day from the Closing Date to but not including the fifth (5th) Business Day prior to the   Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing   Lender; provided, that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such   issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the Revolving Credit   Outstandings would exceed the Revolving Credit Commitment.  Each Letter of Credit shall (i) be   denominated in Dollars in a minimum amount of $500,000 (or such lesser amount as agreed to by the   Issuing Lender and the Administrative Agent), (ii) expire on a date no more than twelve (12) months after   the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional   one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation   acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to   the Revolving Credit Maturity Date and (iii) be subject to the ISP98, as set forth in the Letter of Credit   Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws   of the State of New York.  The Issuing Lender shall not at any time be obligated to issue any Letter of   Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall   by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any   Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the   force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit,   or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of    40   59442126_10   74897129_7    





 







Credit in particular or shall impose upon the Issuing Lender with respect to letters of credit generally or   such Letter of Credit in particular any restriction or reserve or capital requirement (for which the Issuing   Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or   expense that was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that   the Issuing Lender in good faith deems material to it, or (B) the conditions set forth in Section 6.2 are not   satisfied.  References herein to “issue” and derivations thereof with respect to Letters of Credit shall also   include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise   requires.   Defaulting Lenders.  Notwithstanding anything to the contrary contained in this(b)   Agreement, Article III shall be subject to the terms and conditions of Section 5.14 and Section 5.15.   Procedure for Issuance of Letters of Credit.  The Borrower may from time toSECTION 3.2   time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its   applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter   of Credit Application therefor, completed to the satisfaction of the Issuing Lender, and such other   certificates, documents and other papers and information as the Issuing Lender or the Administrative   Agent may request.  Upon receipt of any Letter of Credit Application, the Issuing Lender shall process   such Letter of Credit Application and the certificates, documents and other papers and information   delivered to it in connection therewith in accordance with its customary procedures and shall, subject to   Section 3.1 and Article VI, promptly issue the Letter of Credit requested thereby (but in no event shall the   Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its   receipt of the Letter of Credit Application therefor and all such other certificates, documents and other   papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary   thereof or as otherwise may be agreed by the Issuing Lender and the Borrower.  The Issuing Lender shall   promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the   Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance and upon   request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the   amount of such Revolving Credit Lender’s participation therein.   Commissions and Other Charges.SECTION 3.3   Letter of Credit Commissions.  Subject to Section 5.15(a)(iii)(B), the Borrower shall pay(a)   to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of   credit commission with respect to each Letter of Credit in the amount equal to the daily amount available   to be drawn under such standby Letters of Credit times the Applicable Margin with respect to Revolving   Credit Loans that are LIBOR Rate Loans (determined, in each case, on a per annum basis).  Such   commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter, on the   Revolving Credit Maturity Date and thereafter on demand of the Administrative Agent.  The   Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and   the L/C Participants all commissions received pursuant to this Section 3.3 in accordance with their   respective Revolving Credit Commitment Percentages.   Fronting Fee.  In addition to the foregoing commission, the Borrower shall pay directly to(b)   the Issuing Lender, for its own account, a fronting fee with respect to each Letter of Credit issued by the   Issuing Lender as set forth in the Engagement Letter executed by the Issuing Lender.  Such fronting fee   shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with   the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity   Date and thereafter on demand of the Issuing Lender.    41   59442126_10   74897129_7    





 







Other Fees, Costs, Charges and Expenses.  In addition to the foregoing fees and(c)   commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary   fees, costs, charges and expenses as are incurred or charged by the Issuing Lender in issuing, effecting   payment under, amending or otherwise administering any Letter of Credit issued by it.   L/C Participations.SECTION 3.4   The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant,(a)   and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably   agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms   and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest   equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing Lender’s   obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount   of each draft paid by the Issuing Lender thereunder.  Each L/C Participant unconditionally and   irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the   Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower through a   Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant   shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein   an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of   such draft, or any part thereof, which is not so reimbursed.   Upon becoming aware of any amount required to be paid by any L/C Participant to the(b)   Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by   the Issuing Lender under any Letter of Credit, issued by it, the Issuing Lender shall notify the   Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C   Participant (with a copy to the Issuing Lender) of the amount and due date of such required payment and   such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay the Issuing Lender)   the amount specified on the applicable due date.  If any such amount is paid to the Issuing Lender after   the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition   to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as   determined by the Administrative Agent during the period from and including the date such payment is   due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a   fraction the numerator of which is the number of days that elapse during such period and the denominator   of which is 360.  A certificate of the Issuing Lender with respect to any amounts owing under this Section   shall be conclusive in the absence of manifest error.  With respect to payment to the Issuing Lender of the   unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such   payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day,   and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day.   Whenever, at any time after the Issuing Lender has made payment under any Letter of(c)   Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment   Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment   related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of   interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share   thereof; provided, that in the event that any such payment received by the Issuing Lender shall be   required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the   portion thereof previously distributed by the Issuing Lender to it.   Reimbursement Obligation of the Borrower.  In the event of any drawingSECTION 3.5   under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving   Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the    42   59442126_10   74897129_7    





 







Issuing Lender on each date on which the Issuing Lender notifies the Borrower of the date and amount of   a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts   referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment.  Unless the   Borrower shall immediately notify the Issuing Lender that the Borrower intends to reimburse the Issuing   Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given   a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a   Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount   of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender   in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan   bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the   Issuing Lender for the amount of the related drawing and such fees and expenses.  Each Revolving Credit   Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with   this Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit issued by it is   absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without   limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI.  If the Borrower has   elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the   Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate   which would be payable on any outstanding Base Rate Loans which were then overdue from the date   such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in   full.   Obligations Absolute.  The Borrower’s obligations under this Article IIISECTION 3.6   (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under   any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the   Borrower may have or have had against the Issuing Lender or any beneficiary of a Letter of Credit or any   other Person.  The Borrower also agrees that the Issuing Lender and the L/C Participants shall not be   responsible for, and the Borrower’s Reimbursement Obligation under Section 3.5 shall not be affected by,   among other things, the validity or genuineness of documents or of any endorsements thereon, even   though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or   among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter   of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such   Letter of Credit or any such transferee.  No Issuing Lender shall be liable for any error, omission,   interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted,   in connection with any Letter of Credit issued by it, except for errors or omissions caused by the Issuing   Lender’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by   final nonappealable judgment.  The Borrower agrees that any action taken or omitted by the Issuing   Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if   done in the absence of gross negligence or willful misconduct shall be binding on the Borrower and shall   not result in any liability of the Issuing Lender or any L/C Participant to the Borrower.  The responsibility   of the Issuing Lender to the Borrower in connection with any draft presented for payment under any   Letter of Credit issued to it shall, in addition to any payment obligation expressly provided for in such   Letter of Credit, be limited to determining that the documents (including each draft) delivered under such   Letter of Credit in connection with such presentment substantially conforms to the requirements under   such Letter of Credit.   Effect of Letter of Credit Application.  To the extent that any provision ofSECTION 3.7   any Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this   Article III, the provisions of this Article III shall apply.   Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter ofSECTION 3.8   Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a    43   59442126_10   74897129_7    





 







Subsidiary, the Borrower shall be obligated to reimburse, or to cause the applicable Subsidiary to   reimburse, the Issuing Lender hereunder for any and all drawings under such Letter of Credit.  The   Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any of its   Subsidiaries inures to the benefit of the Borrower and that the Borrower’s business derives substantial   benefits from the businesses of such Subsidiaries.   ARTICLE IV   [RESERVED]TERM LOAN FACILITY   Incremental Term Loan-1.  Subject to the terms and conditions of this SECTION 4.1   Agreement and the other Loan Documents, and in reliance upon the representations and warranties set   forth in this Agreement and the other Loan Documents, each Term Loan Lender with an Incremental   Term Loan-1 Commitment severally agrees to make the Incremental Term Loan-1 to the Borrower on the   First Amendment Effective Date in a principal amount equal to such Term Loan Lender’s Incremental   Term Loan-1 Commitment as of the First Amendment Effective Date.   Procedure for Advance of Term Loans.SECTION 4.2   Incremental Term Loan-1.  Not later than 1:00 p.m. on the First Amendment Effective (a)   Date, each Term Loan Lender with an Incremental Term Loan-1 Commitment will make available to   the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in   immediately available funds, the amount of such with an Incremental Term Loan-1 to be made by such   Term Loan Lender on the First Amendment Effective Date.  The Incremental Term Loan-1 will be   made as a Base Rate Loan on such date (provided that the Borrower may request, no later than one (1)   Business Day prior to the First Amendment Effective Date, that the Term Loan Lenders make the   Incremental Term Loan-1 as a LIBOR Rate Loan if the Borrower has delivered to the Administrative   Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying   the Term Loan Lenders in the manner set forth in Section 5.9).  The Borrower hereby irrevocably   authorizes the Administrative Agent to disburse the proceeds of the Incremental Term Loan-1 in   immediately available funds by wire transfer to the Borrower as directed by the Borrower in writing.   Additional Incremental Term Loans.  Any additional Incremental Term Loans shall be (b)   borrowed pursuant to, and in accordance with Section 2.7.   Repayment of Term Loans.SECTION 4.3   Incremental Term Loan-1.  The Borrower shall repay the aggregate outstanding principal (a)   amount of the Incremental Term Loan-1 in consecutive quarterly installments on the last Business Day   of each March, June, September and December commencing with June 30, 2016 as set forth below (as   such installments may be adjusted pursuant to Section 4.4):   Payment Date Principal Installment   June 30, 2016 $781,250   September 30, 2016 $781,250   December 31, 2016 $781,250   March 31, 2017 $781,250   June 30, 2017 $1,562,500   September 30, 2017 $1,562,500   December 31, 2017 $1,562,500    44   59442126_10   74897129_7    





 







March 31, 2018 $1,562,500   June 30, 2018 $1,562,500   September 30, 2018 $1,562,500   December 31, 2018 $1,562,500   March 31, 2019 $1,562,500   June 30, 2019 $3,125,000   September 30, 2019  Remaining Outstanding   Balance   If not sooner paid, the Incremental Term Loan-1 shall be paid in full, together with accrued interest   thereon, on the Term Loan Maturity Date with respect thereto.   Additional Incremental Term Loans.  The Borrower shall repay the aggregate outstanding (b)   principal amount of each additional Incremental Term Loan (if any) as determined pursuant to, and in   accordance with, Section 2.7.   Prepayments of Term Loans.SECTION 4.4   Optional Prepayments.  The Borrower shall have the right at any time and from time to (a)   time, without premium or penalty, to prepay the Term Loans, in whole or in part, upon delivery to the   Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business   Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan,   specifying the date and amount of repayment, whether the repayment is of LIBOR Rate Loans or Base   Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and   the specific tranche of Term Loan to be prepaid.  Each optional prepayment of the Term Loans   hereunder shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of   $1,000,000 in excess thereof and shall be applied to reduce the remaining scheduled principal   installments of the applicable Term Loan as directed by the Borrower.  Each repayment shall be   accompanied by any amount required to be paid pursuant to Section 5.9.  A Notice of Prepayment   received after 11:00 a.m. shall be deemed received on the next Business Day.  The Administrative   Agent shall promptly notify the applicable Term Loan Lenders of each such Notice of Prepayment.   Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any   refinancing of all of the Credit Facility with the proceeds of such refinancing or of any other   incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if   expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or   occurrence of such identifiable event or condition and may be revoked by the Borrower in the event   such refinancing is not consummated or such condition is not satisfied (provided that the failure of   such contingency shall not relieve the Borrower from its obligations in respect thereof under Section   5.9).   Mandatory Prepayments.(b)   Debt Issuances.  The Borrower shall make mandatory principal prepayments of (i)   the Term Loans in the manner set forth in clause (iv) below in an amount equal to one hundred   percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance not otherwise   permitted pursuant to Section 9.1.  Such prepayment shall be made within three (3) Business   Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance.   Asset Dispositions and Insurance and Condemnation Events.  The Borrower shall (ii)   make mandatory principal prepayments of the Term Loans in the manner set forth in clause (iv)   below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from    45   59442126_10   74897129_7    





 







(A) any Asset Disposition made under clause (q) of Section 9.5, or (B) any Insurance and   Condemnation Event, if the aggregate amount of all such Net Cash Proceeds for such clauses (A)   and (B) exceeds $5,000,000 during any Fiscal Year.  Such prepayments shall be made within   three (3) Business Days after the date of receipt of the Net Cash Proceeds; provided that, so long   as no Event of Default has occurred and is continuing, no prepayment shall be required under this   Section 4.4(b)(ii) with respect to such portion of such Net Cash Proceeds that the Borrower shall   have, on or prior to such date, given written notice to the Administrative Agent of its intent to   reinvest in accordance with Section 4.4(b)(iii).   Reinvestment Option.  With respect to any Net Cash Proceeds realized or (iii)   received with respect to any Asset Disposition or any Insurance and Condemnation Event by any   Credit Party of any Subsidiary thereof (in each case, to the extent not excluded pursuant to   Section 4.4(b)(ii)), at the option of the Borrower, the Credit Parties may reinvest all or any   portion of such Net Cash Proceeds in assets used or useful for the business of the Credit Parties   and their Subsidiaries (including Permitted Acquisitions) within twelve (12) months following   receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are no longer intended   to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an   amount equal to any such Net Cash Proceeds shall be applied within three (3) Business Days after   the applicable Credit Party reasonably determines that such Net Cash Proceeds are no longer   intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this   Section 4.4(b).  Pending the final application of any such Net Cash Proceeds, the applicable   Credit Party may invest (or repay Revolving Credit Loans) an amount equal to such Net Cash   Proceeds in any manner that is not prohibited by this Agreement.   Notice; Manner of Payment.  Upon the occurrence of any event triggering the (iv)   prepayment requirement under clause (i), (ii) or (iii) above, the Borrower shall promptly deliver a   Notice of Prepayment to the Administrative Agent and, upon receipt of such notice, the   Administrative Agent shall promptly so notify the Term Loan Lenders.  Each prepayment of the   Term Loans under this Section shall be applied ratably among the then outstanding Term Loans   (unless otherwise agreed by the Term Loan Lenders) and such prepayment shall reduce the   remaining scheduled principal installments of the applicable Term Loans on a pro rata basis.   Prepayment of LIBOR Rate Loans.  Each prepayment shall be accompanied by (v)   any amount required to be paid pursuant to Section 5.9; provided that, so long as no Default or   Event of Default shall have occurred and be continuing, if any prepayment of LIBOR Rate Loans   is required to be made under this Section 4.4(b) prior to the last day of the Interest Period   therefor, in lieu of making any payment pursuant to this Section 4.4(b) in respect of any such   LIBOR Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in its   sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to   be made thereunder together with accrued interest to the last day of such Interest Period into an   account held at, and subject to the sole control of, the Administrative Agent until the last day of   such Interest Period, at which time the Administrative Agent shall be authorized (without any   further action by or notice to or from the Borrower or any other Credit Party) to apply such   amount to the prepayment of such Term Loans in accordance with this Section 4.4(b).  Upon the   occurrence and during the continuance of any Event of Default, the Administrative Agent shall   also be authorized (without any further action by or notice to or from the Borrower or any other   Credit Party) to apply such amount to the prepayment of the outstanding Term Loans in   accordance with the relevant provisions of this Section 4.4(b).   No Reborrowings.  Amounts prepaid under any Term Loan pursuant to this (vi)   Section may not be reborrowed.    46   59442126_10   74897129_7    





 







ARTICLE V   GENERAL LOAN PROVISIONS   Interest.SECTION 5.1   Interest Rate Options.  Subject to the provisions of this Section, at the election of the(a)   Borrower, (i) Revolving Credit Loans and the Incremental Term Loan-1 shall bear interest at (A) the Base   Rate plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin (provided that the   LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the   Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory   to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this   Agreement) and, (ii) any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin.   and (iii) any additional Incremental Term Loans shall bear interest at the rate determined pursuant to   Section 2.7.  The Borrower shall select the rate of interest and Interest Period, if any, applicable to any   Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is   given pursuant to Section 5.2.   Default Rate.  Subject to Section 10.3, (i) immediately upon the occurrence and during(b)   the continuance of an Event of Default under Section 10.1(a), (b), (h) or (i), or (ii) at the election of the   Required Lenders, upon the occurrence and during the continuance of any other Event of Default, (A) the   Borrower shall no longer have the option to request LIBOR Rate Loans, Swingline Loans or Letters of   Credit, (B) all outstanding LIBOR Rate Loans shall bear interest at a rate per annum of two percent (2%)   in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans until the   end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate   (including the Applicable Margin) then applicable to Base Rate Loans, (C) all outstanding Base Rate   Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a   rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then   applicable to Base Rate Loans or such other Obligations arising hereunder or under any other Loan   Document and (D) all accrued and unpaid interest shall be due and payable on demand of the   Administrative Agent.  Interest shall continue to accrue on the Obligations after the filing by or against   the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law.   Interest Payment and Computation.  Interest on each Base Rate Loan shall be due and(c)   payable in arrears on the last Business Day of each calendar quarter commencing with the calendar   quarter ending December 31, 2014; and interest on each LIBOR Rate Loan shall be due and payable on   the last day of each Interest Period applicable thereto, and if such Interest Period extends over three (3)   months, at the end of each three (3) month interval during such Interest Period.  All computations of   interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the   basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of   fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed   (which results in more fees or interest, as applicable, being paid than if computed on the basis of a   365/366-day year).   Maximum Rate.  In no contingency or event whatsoever shall the aggregate of all(d)   amounts deemed interest under this Agreement charged or collected pursuant to the terms of this   Agreement exceed the highest rate permissible under any Applicable Law which a court of competent   jurisdiction shall, in a final determination, deem applicable hereto.  In the event that such a court   determines that the Lenders have charged or received interest hereunder in excess of the highest   applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted    47   59442126_10   74897129_7    





 







by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the   Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such   excess to the principal balance of the Obligations.  It is the intent hereof that the Borrower not pay or   contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive,   directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the   Borrower under Applicable Law.   Notice and Manner of Conversion or Continuation of Loans.  Provided thatSECTION 5.2   no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to   (a) convert at any time all or any portion of any outstanding Base Rate Loans (other than Swingline   Loans) in a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in excess thereof   into one or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or   any part of its outstanding LIBOR Rate Loans in a principal amount equal to $3,000,000 or a whole   multiple of $1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (ii)   continue such LIBOR Rate Loans as LIBOR Rate Loans.  Whenever the Borrower desires to convert or   continue Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior   written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than   12:00 p.m. (A) on the same Business Day as, in the case of a conversion to a Base Rate Loan, or (B) three   (3) Business Days before, in the case of a conversion to, or continuation of, a LIBOR Rate Loan, the day   on which a proposed conversion or continuation of such Loan is to be effective specifying (1) the Loans   to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the   last day of the Interest Period therefor, (2) the effective date of such conversion or continuation (which   shall be a Business Day), (3) the principal amount of such Loans to be converted or continued, and (4) the   Interest Period to be applicable to such converted or continued LIBOR Rate Loan.  If the Borrower fails   to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR   Rate Loan, then the applicable LIBOR Rate Loan shall be converted to a Base Rate Loan.  Any such   automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then   in effect with respect to the applicable LIBOR Rate Loan.  If the Borrower requests a conversion to, or   continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it will be deemed to have   specified an Interest Period of one month.  Notwithstanding anything to the contrary herein, a Swingline   Loan may not be converted to a LIBOR Rate Loan.  The Administrative Agent shall promptly notify the   affected Lenders of such Notice of Conversion/Continuation.   Fees.SECTION 5.3   Commitment Fee.  Commencing on the Closing Date, subject to Section 5.15(a)(iii)(A),(a)   the Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a   non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable   Margin on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit   Lenders (other than the Defaulting Lenders, if any); provided, that the amount of outstanding Swingline   Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating   the Commitment Fee.  The Commitment Fee shall be payable in arrears on the last Business Day of each   calendar quarter during the term of this Agreement commencing with the calendar quarter ending   December 31, 2014 and ending on the date upon which all Obligations (other than contingent   indemnification obligations not then due) arising under the Revolving Credit Facility shall have been   indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or   expired (or been Cash Collateralized) and the Revolving Credit Commitment has been terminated.  The   Commitment Fee shall be distributed by the Administrative Agent to the Revolving Credit Lenders (other   than any Defaulting Lender) pro rata in accordance with such Revolving Credit Lenders’ respective   Revolving Credit Commitment Percentages.    48   59442126_10   74897129_7    





 







Other Fees.  The Borrower shall pay to the Arranger and the Administrative Agent for(b)   their own respective accounts fees in the amounts and at the times specified in the Engagement Letter.   The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in   the amounts and at the times so specified.   Manner of Payment.  Each payment by the Borrower on account of theSECTION 5.4   principal of or interest on the Loans or of any fee, commission or other amounts (including the   Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than   1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the   Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in   immediately available funds and shall be made without any set off, counterclaim or deduction   whatsoever.  Any payment received after such time but before 2:00 p.m. on such day shall be deemed a   payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have   been made on the next succeeding Business Day.  Any payment received after 2:00 p.m. shall be deemed   to have been made on the next succeeding Business Day for all purposes.  Upon receipt by the   Administrative Agent of each such payment, the Administrative Agent shall distribute to each such   Lender at its address for notices set forth herein its Revolving Credit Commitment Percentage in respect   of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall   wire advice of the amount of such credit to each Lender.  Each payment to the Administrative Agent on   account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts   payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline   Lender.  Each payment to the Administrative Agent of the Issuing Lender’s fees or L/C Participants’   commissions shall be made in like manner, but for the account of the Issuing Lender or the L/C   Participants, as the case may be.  Each payment to the Administrative Agent of Administrative Agent’s   fees or expenses shall be made for the account of the Administrative Agent and any amount payable to   any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the   account of the applicable Lender.  Subject to the definition of Interest Period, if any payment under this   Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the   next succeeding day which is a Business Day and such extension of time shall in such case be included in   computing any interest if payable along with such payment.  Notwithstanding the foregoing, if there   exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be   applied in accordance with Section 5.15(a)(ii).   Evidence of Indebtedness.SECTION 5.5   Extensions of Credit.  The Extensions of Credit made by each Lender and the Issuing(a)   Lender shall be evidenced by one or more accounts or records maintained by such Lender or the Issuing   Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records   maintained by the Administrative Agent and each Lender or the Issuing Lender shall be conclusive absent   manifest error of the amount of the Extensions of Credit made by the Lenders or the Issuing Lender to the   Borrower and its Subsidiaries and the interest and payments thereon.  Any failure to so record or any error   in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay   any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and   records maintained by any Lender or the Issuing Lender and the accounts and records of the   Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent   shall control in the absence of manifest error.  Upon the request of any Lender made through the   Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative   Agent) a Revolving Credit Note, Incremental Term Loan Note and/or Swingline Note, as applicable,   which shall evidence such Lender’s Revolving Credit Loans, Term Loans and/or Swingline Loans, as   applicable, in addition to such accounts or records.  Each Lender may attach schedules to its Notes and   endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.    49   59442126_10   74897129_7    





 







Participations.  In addition to the accounts and records referred to in subsection (a), each(b)   Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual   practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of   participations in Letters of Credit and Swingline Loans.  In the event of any conflict between the accounts   and records maintained by the Administrative Agent and the accounts and records of any Revolving   Credit Lender in respect of such matters, the accounts and records of the Administrative Agent shall   control in the absence of manifest error.   Sharing of Payments by Lenders.  If any Lender shall, by exercising anySECTION 5.6   right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on   any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a   proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations   (other than pursuant to Sections 5.9, 5.10, 5.11 or 12.3) greater than its pro rata share thereof as provided   herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of   such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations   of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such   payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of   and accrued interest on their respective Loans and other amounts owing them; provided that:   if any such participations are purchased and all or any portion of the payment(i)   giving rise thereto is recovered, such participations shall be rescinded and the purchase price   restored to the extent of such recovery, without interest, and   the provisions of this paragraph shall not be construed to apply to (A) any(ii)   payment made by the Borrower pursuant to and in accordance with the express terms of this   Agreement (including the application of funds arising from the existence of a Defaulting Lender),   (B) the application of Cash Collateral provided for in Section 5.14 or (C) any payment obtained   by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or   participations in Swingline Loans and Letters of Credit to any assignee or participant, other than   to the Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this   paragraph shall apply).   Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under   Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may   exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as   fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.   Administrative Agent’s Clawback.SECTION 5.7   Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative(a)   Agent shall have received notice from a Lender (i) in the case of Base Rate Loans, not later than 1:00   p.m. on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of any   borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of   such borrowing, the Administrative Agent may assume that such Lender has made such share available on   such date in accordance with SectionSections 2.3(b) and 4.2 and may, in reliance upon such assumption,   make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made   its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender   and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such   corresponding amount with interest thereon, for each day from and including the date such amount is   made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A)   in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate    50   59442126_10   74897129_7    





 







and a rate determined by the Administrative Agent in accordance with banking industry rules on   interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate   applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the   Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly   remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender   pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall   constitute such Lender’s Loan included in such borrowing.  Any payment by the Borrower shall be   without prejudice to any claim the Borrower may have against a Lender that shall have failed to make   such payment to the Administrative Agent.   Payments by the Borrower; Presumptions by Administrative Agent.  Unless the(b)   Administrative Agent shall have received notice from the Borrower prior to the date on which any   payment is due to the Administrative Agent for the account of the Lenders, the Issuing Lender or the   Swingline Lender hereunder that the Borrower will not make such payment, the Administrative Agent   may assume that the Borrower has made such payment on such date in accordance herewith and may, in   reliance upon such assumption, distribute to the Lenders, the Issuing Lender or the Swingline Lender, as   the case may be, the amount due.  In such event, if the Borrower has not in fact made such payment, then   each of the Lenders, the Issuing Lender or the Swingline Lender, as the case maybe, severally agrees to   repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, Issuing   Lender or the Swingline Lender, with interest thereon, for each day from and including the date such   amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater   of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking   industry rules on interbank compensation.   Nature of Obligations of Lenders Regarding Extensions of Credit.  The obligations of the(c)   Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit are several   and are not joint or joint and several.  The failure of any Lender to make available its Revolving Credit   Commitment Percentage of any Loan requested by the Borrower shall not relieve it or any other Lender   of its obligation, if any, hereunder to make its Revolving Credit Commitment Percentage of such Loan   available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to   make its Revolving Credit Commitment Percentage of such Loan available on the borrowing date.   Changed Circumstances.SECTION 5.8   Circumstances Affecting LIBOR Rate Availability.  In connection with any request for a(a)   LIBOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative   Agent shall determine (which determination shall be conclusive and binding absent manifest error) that   Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the   applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which   determination shall be conclusive and binding absent manifest error) that reasonable and adequate means   do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed   LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive   and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to   such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative   Agent shall promptly give notice thereof to the Borrower.  Thereafter, until the Administrative Agent   notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make   LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a   LIBOR Rate Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be   repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with   accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period    51   59442126_10   74897129_7    





 







applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such   LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.   Laws Affecting LIBOR Rate Availability.  If, after the date hereof, the introduction of, or(b)   any change in, any Applicable Law or any change 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 of the Lenders (or any of their respective Lending Offices)   with any request or directive (whether or not having the force of law) of any such Governmental   Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the   Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or   maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative   Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders.   Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist,   (i) the obligations of the Lenders to make LIBOR Rate Loans, and the right of the Borrower to convert   any Loan to a LIBOR Rate Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and   thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not lawfully   continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto,   the applicable Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest   Period.   Indemnity.  The Borrower hereby indemnifies each of the Lenders againstSECTION 5.9   any loss or expense (including any loss (other than loss of anticipated profit) or expense arising from the   liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable   to terminate the deposits from which such funds were obtained) which may arise or be attributable to each   Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain   any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any   amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrower to   borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of   Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan   on a date other than the last day of the Interest Period therefor.  The amount of such loss (other than loss   of anticipated profit) or expense shall be determined, in the applicable Lender’s sole discretion, based   upon the assumption that such Lender funded its Revolving Credit Commitment Percentageportion of the   LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging   methods which such Lender deems appropriate and practical.  A certificate of such Lender setting forth   the basis for determining such amount or amounts necessary to compensate such Lender shall be   forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be   correct save for manifest error.   Increased Costs.SECTION 5.10   Increased Costs Generally.  If any Change in Law shall:(a)   impose, modify or deem applicable any reserve, special deposit, compulsory(i)   loan, insurance charge or similar requirement against assets of, deposits with or for the account   of, or advances, loans or other credit extended or participated in by, any Lender (except any   reserve requirement reflected in the LIBOR Rate) or the Issuing Lender;   subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes(ii)   described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection   Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or   its deposits, reserves, other liabilities or capital attributable thereto; or    52   59442126_10   74897129_7    





 







impose on any Lender or the Issuing Lender or the London interbank market any(iii)   other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Rate   Loans made by such Lender or any Letter of Credit or participation therein;   and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing Lender or   such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its   obligation to make any such Loan), or to increase the cost to such Lender, the Issuing Lender or such   other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its   obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received   or receivable by such Lender, the Issuing Lender or such other Recipient hereunder (whether of principal,   interest or any other amount) then, upon written request of such Lender, the Issuing Lender or other   Recipient, the Borrower shall promptly pay to any such Lender, the Issuing Lender or other Recipient, as   the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Lender   or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.   Capital Requirements.  If any Lender or the Issuing Lender determines that any Change(b)   in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender’s   or the Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would   have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the   capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this   Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in   Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing   Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing   Lender’s holding company could have achieved but for such Change in Law (taking into consideration   such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s   holding company with respect to capital adequacy), then from time to time upon written request of such   Lender or the Issuing Lender the Borrower shall promptly pay to such Lender or the Issuing Lender, as   the case may be, such additional amount or amounts as will compensate such Lender or the Issuing   Lender or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.   Certificates for Reimbursement.  A certificate of a Lender, or the Issuing Lender or such(c)   other Recipient setting forth the amount or amounts necessary to compensate such Lender or the Issuing   Lender, such other Recipient or any of their respective holding companies, as the case may be, as   specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent   manifest error.  The Borrower shall pay such Lender or the Issuing Lender or such other Recipient, as the   case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.   Delay in Requests.  Failure or delay on the part of any Lender or the Issuing Lender or(d)   such other Recipient to demand compensation pursuant to this Section shall not constitute a waiver of   such Lender’s or the Issuing Lender’s or such other Recipient’s right to demand such compensation;   provided that the Borrower shall not be required to compensate any Lender or the Issuing Lender or any   other Recipient pursuant to this Section for any increased costs incurred or reductions suffered more than   one hundred eighty (180) days prior to the date that such Lender or the Issuing Lender or such other   Recipient, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased   costs or reductions, and of such Lender’s or the Issuing Lender’s or such other Recipient’s intention to   claim compensation therefor (except that if the Change in Law giving rise to such increased costs or   reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended   to include the period of retroactive effect thereof).    53   59442126_10   74897129_7    





 







Taxes.SECTION 5.11   Defined Terms.  For purposes of this Section 5.11, the term “Lender” includes the Issuing(a)   Lender and the term “Applicable Law” includes FATCA.   Payments Free of Taxes.  Any and all payments by or on account of any obligation of any(b)   Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes,   except as required by Applicable Law.  If any Applicable Law (as determined in the good faith discretion   of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such   payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such   deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant   Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then   the sum payable by the applicable Credit Party shall be increased as necessary so that, after such   deduction or withholding has been made (including such deductions and withholdings applicable to   additional sums payable under this Section), the applicable Recipient receives an amount equal to the sum   it would have received had no such deduction or withholding been made.   Payment of Other Taxes by the Credit Parties.  The Credit Parties shall timely pay to the(c)   relevant Governmental Authority in accordance with Applicable Law, or at the option of the   Administrative Agent timely reimburse it for the payment of, any Other Taxes.   Indemnification by the Credit Parties.  The Credit Parties shall jointly and severally(d)   indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any   Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts   payable under this Section) payable or paid by such Recipient or required to be withheld or deducted   from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto,   whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant   Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the   Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its   own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.   Indemnification by the Lenders.  Each Lender shall severally indemnify the(e)   Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes   attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the   Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties   to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section   12.9(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to   such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any   Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not   such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A   certificate as to the amount of such payment or liability delivered to any Lender by the Administrative   Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative   Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan   Document or otherwise payable by the Administrative Agent to the Lender from any other source against   any amount due to the Administrative Agent under this paragraph (e).   Evidence of Payments.  As soon as practicable after any payment of Taxes by any Credit(f)   Party to a Governmental Authority pursuant to this Section 5.11, such Credit Party shall deliver to the   Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority   evidencing such payment, a copy of the return reporting such payment or other evidence of such payment   reasonably satisfactory to the Administrative Agent.    54   59442126_10   74897129_7    





 







Status of Lenders.(g)   Any Lender that is entitled to an exemption from or reduction of withholding Tax(i)   with respect to payments made under any Loan Document shall deliver to the Borrower and the   Administrative Agent, at the time or times reasonably requested by the Borrower or the   Administrative Agent, such properly completed and executed documentation reasonably   requested by the Borrower or the Administrative Agent as will permit such payments to be made   without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably   requested by the Borrower or the Administrative Agent, shall deliver such other documentation   prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative   Agent as will enable the Borrower or the Administrative Agent to determine whether or not such   Lender is subject to backup withholding or information reporting requirements.  Notwithstanding   anything to the contrary in the preceding two sentences, the completion, execution and   submission of such documentation (other than such documentation set forth in Section   5.11(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable   judgment such completion, execution or submission would subject such Lender to any material   unreimbursed cost or expense or would materially prejudice the legal or commercial position of   such Lender.   Without limiting the generality of the foregoing:(ii)   Any Lender that is a U.S. Person shall deliver to the Borrower and the(A)   Administrative Agent on or prior to the date on which such Lender becomes a Lender   under this Agreement (and from time to time thereafter upon the reasonable request of the   Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that   such Lender is exempt from United States federal backup withholding tax;   any Foreign Lender shall, to the extent it is legally entitled to do so,(B)   deliver to the Borrower and the Administrative Agent (in such number of copies as shall   be requested by the recipient) on or prior to the date on which such Foreign Lender   becomes a Lender under this Agreement (and from time to time thereafter upon the   reasonable request of the Borrower or the Administrative Agent), whichever of the   following is applicable:   (1) in the case of a Foreign Lender claiming the benefits of an   income tax treaty to which the United States is a party (x) with respect to   payments of interest under any Loan Document, executed copies of IRS Form   W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, United   States federal withholding Tax pursuant to the “interest” article of such tax treaty   and (y) with respect to any other applicable payments under any Loan Document,   IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction   of, United States federal withholding Tax pursuant to the “business profits” or   “other income” article of such tax treaty;   (2) executed copies of IRS Form W-8ECI;   (3) in the case of a Foreign Lender claiming the benefits of the   exemption for portfolio interest under Section 881(c) of the Code, (x) a   certificate substantially in the form of Exhibit H-1 to the effect that such Foreign   Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a   “10 percent shareholder” of the Borrower within the meaning of Section    55   59442126_10   74897129_7    





 







881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in   Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y)   executed copies of IRS Form W-8BEN or W-8BEN-E; or   (4) to the extent a Foreign Lender is not the beneficial owner,   executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS   Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of   Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents   from each beneficial owner, as applicable; provided that if the Foreign Lender is   a partnership and one or more direct or indirect partners of such Foreign Lender   are claiming the portfolio interest exemption, such Foreign Lender may provide a   U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on   behalf of each such direct and indirect partner;   any Foreign Lender shall, to the extent it is legally entitled to do so,(C)   deliver to the Borrower and the Administrative Agent (in such number of copies as shall   be requested by the recipient) on or prior to the date on which such Foreign Lender   becomes a Lender under this Agreement (and from time to time thereafter upon the   reasonable request of the Borrower or the Administrative Agent), executed originals of   any other form prescribed by Applicable Law as a basis for claiming exemption from or a   reduction in United States federal withholding Tax, duly completed, together with such   supplementary documentation as may be prescribed by Applicable Law to permit the   Borrower or the Administrative Agent to determine the withholding or deduction   required to be made; and   if a payment made to a Lender under any Loan Document would be(D)   subject to United States federal withholding Tax imposed by FATCA if such Lender   were to fail to comply with the applicable reporting requirements of FATCA (including   those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender   shall deliver to the Borrower and the Administrative Agent at the time or times prescribed   by law and at such time or times reasonably requested by the Borrower or the   Administrative Agent such documentation prescribed by Applicable Law (including as   prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation   reasonably requested by the Borrower or the Administrative Agent as may be necessary   for the Borrower and the Administrative Agent to comply with their obligations under   FATCA and to determine that such Lender has complied with such Lender’s obligations   under FATCA or to determine the amount to deduct and withhold from such payment.   Solely for purposes of this clause (D), “FATCA” shall include any amendments made to   FATCA after the date of this Agreement.   Each Lender agrees that if any form or certification it previously delivered expires or becomes   obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the   Borrower and the Administrative Agent in writing of its legal inability to do so.   Treatment of Certain Refunds.  If any party determines, in its sole discretion exercised in(h)   good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this   Section 5.11 (including by the payment of additional amounts pursuant to this Section 5.11), it shall pay   to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments   made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket   expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by   the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the    56   59442126_10   74897129_7    





 







request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to   this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental   Authority) in the event that such indemnified party is required to repay such refund to such Governmental   Authority.  Notwithstanding anything to the contrary in this paragraph (h), in no event will the   indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h)   the payment of which would place the indemnified party in a less favorable net after-Tax position than the   indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund   had not been deducted, withheld or otherwise imposed and the indemnification payments or additional   amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require   any indemnified party to make available its Tax returns (or any other information relating to its Taxes that   it deems confidential) to the indemnifying party or any other Person.   Survival.  Each party’s obligations under this Section 5.11 shall survive the resignation or(i)   replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender,   the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of all   obligations under any Loan Document.   Mitigation Obligations; Replacement of Lenders.SECTION 5.12   Designation of a Different Lending Office.  If any Lender requests compensation under(a)   Section 5.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender   or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender   shall, at the request of the Borrower, use reasonable efforts to designate a different lending office for   funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its   offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i)   would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, as the case may be,   in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not   otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and   expenses incurred by any Lender in connection with any such designation or assignment.   Replacement of Lenders.  If any Lender requests compensation under Section 5.10, or if(b)   the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any   Governmental Authority for the account of any Lender pursuant to Section 5.11, and, in each case, such   Lender has declined or is unable to designate a different lending office in accordance with Section   5.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at   its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender   to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in,   and consents required by, Section 12.9), all of its interests, rights (other than its existing rights to   payments pursuant to Section 5.10 or Section 5.11) and obligations under this Agreement and the related   Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be   another Lender, if a Lender accepts such assignment); provided that:   the Borrower shall have paid to the Administrative Agent the assignment fee (if(i)   any) specified in Section 12.9;   such Lender shall have received payment of an amount equal to the outstanding(ii)   principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued   fees and all other amounts payable to it hereunder and under the other Loan Documents   (including any amounts under Section 5.9) from the assignee (to the extent of such outstanding   principal and accrued interest and fees) or the Borrower (in the case of all other amounts);    57   59442126_10   74897129_7    





 







in the case of any such assignment resulting from a claim for compensation under(iii)   Section 5.10 or payments required to be made pursuant to Section 5.11, such assignment will   result in a reduction in such compensation or payments thereafter;   such assignment does not conflict with Applicable Law; and(iv)   in the case of any assignment resulting from a Lender becoming a(v)   Non-Consenting Lender, the applicable assignee shall have consented to the applicable   amendment, waiver or consent.   A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a   result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such   assignment and delegation cease to apply.   [Reserved].SECTION 5.13   Cash Collateral.  At any time that there shall exist a Defaulting Lender,SECTION 5.14   within one Business Day following the written request of the Administrative Agent, the Issuing Lender   (with a copy to the Administrative Agent) or the Swingline Lender (with a copy to the Administrative   Agent), the Borrower shall Cash Collateralize the Fronting Exposure of the Issuing Lender and/or the   Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to   Section 5.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less   than the Minimum Collateral Amount.   Grant of Security Interest.  The Borrower, and to the extent provided by any Defaulting(a)   Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing   Lender and the Swingline Lender, and agrees to maintain, a first priority security interest in all such Cash   Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C   Obligations and Swingline Loans, to be applied pursuant to subsection (b) below.  If at any time the   Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other   than the Administrative Agent, the Issuing Lender and the Swingline Lender as herein provided (other   than, to the extent agreed by the Administrative Agent in its reasonable discretion, Permitted Liens in   favor of a depository bank), or that the total amount of such Cash Collateral is less than the Minimum   Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or   provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such   deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).   Application.  Notwithstanding anything to the contrary contained in this Agreement,(b)   Cash Collateral provided under this Section 5.14 or Section 5.15 in respect of Letters of Credit and   Swingline Loans shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund   participations in respect of L/C Obligations and Swingline Loans (including, as to Cash Collateral   provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral   was so provided, prior to any other application of such property as may otherwise be provided for herein.   Termination of Requirement.  Cash Collateral (or the appropriate portion thereof)(c)   provided to reduce the Fronting Exposure of the Issuing Lender and/or the Swingline Lender, as   applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 5.14   following (i) the elimination of the applicable Fronting Exposure (including by the termination of   Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent,   the Issuing Lender and the Swingline Lender that there exists excess Cash Collateral; provided that,   subject to Section 5.15, the Person providing Cash Collateral, the Issuing Lender and the Swingline    58   59442126_10   74897129_7    





 







Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or   other obligations; and provided further that to the extent that such Cash Collateral was provided by the   Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan   Documents.   Defaulting Lenders.SECTION 5.15   Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in(a)   this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no   longer a Defaulting Lender, to the extent permitted by Applicable Law:   Waivers and Amendments.  Such Defaulting Lender’s right to approve or(i)   disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted   as set forth in the definition of Required Lenders and Section 12.2.   Defaulting Lender Waterfall. Any payment of principal, interest, fees or other(ii)   amounts received by the Administrative Agent for the account of such Defaulting Lender   (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by   the Administrative Agent from a Defaulting Lender pursuant to Section 12.4 shall be applied at   such time or times as may be determined by the Administrative Agent as follows: first, to the   payment of any amounts owing by such Defaulting Lender to the Administrative Agent   hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting   Lender to the Issuing Lender or the Swingline Lender hereunder; third, to Cash Collateralize the   Fronting Exposure of the Issuing Lender and the Swingline Lender with respect to such   Defaulting Lender in accordance with Section 5.14; fourth, as the Borrower may request (so long   as no Default or Event of Default exists), to the funding of any Loan or funded participation in   respect of which such Defaulting Lender has failed to fund its portion thereof as required by this   Agreement, as determined by the Administrative Agent; fifth, if so determined by the   Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in   order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to   Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing   Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future   Letters of Credit and Swingline Loans issued under this Agreement, in accordance with Section   5.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lender or the   Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any   Lender, the Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of   such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no   Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a   result of any judgment of a court of competent jurisdiction obtained by the Borrower against such   Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this   Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of   competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of   any Loans or funded participations in Letters of Credit or Swingline Loans in respect of which   such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made   or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set   forth in Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the   Loans of, and funded participations in Letters of Credit or Swingline Loans owed to, all   Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of,   or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender   until such time as all Loans and funded and unfunded participations in L/C Obligations and   Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit    59   59442126_10   74897129_7    





 







Commitments under the applicable Revolving Credit Facility without giving effect to Section   5.15(a)(iv).  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender   that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral   pursuant to this Section 5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting   Lender, and each Lender irrevocably consents hereto.   Certain Fees.(iii)   No Defaulting Lender shall be entitled to receive any Commitment Fee(A)   for any period during which that Lender is a Defaulting Lender (and the Borrower shall   not be required to pay any such fee that otherwise would have been required to have been   paid to that Defaulting Lender).   Each Defaulting Lender shall be entitled to receive letter of credit(B)   commissions pursuant to Section 3.3 for any period during which that Lender is a   Defaulting Lender only to the extent allocable to its Revolving Credit Commitment   Percentage of the stated amount of Letters of Credit for which it has provided Cash   Collateral pursuant to Section 5.14.   With respect to any Commitment Fee or letter of credit commission not(C)   required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the   Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee   otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s   participation in L/C Obligations or Swingline Loans that has been reallocated to such   Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the Issuing Lender and   Swingline Lender, as applicable, the amount of any such fee otherwise payable to such   Defaulting Lender to the extent allocable to the Issuing Lender’s or Swingline Lender’s   Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the   remaining amount of any such fee.   Reallocation of Participations to Reduce Fronting Exposure.  All or any part of(iv)   such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be   reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving   Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s   Revolving Credit Commitment) but only to the extent that such reallocation does not cause the   aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such   Non-Defaulting Lender’s Revolving Credit Commitment.  NoSubject to Section 12.22, no   reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder   against a Defaulting Lender arising from that Lender having become a Defaulting Lender,   including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s   increased exposure following such reallocation.   Cash Collateral, Repayment of Swingline Loans.  If the reallocation described in(v)   clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice   to any right or remedy available to it hereunder or under law, (x) first, repay Swingline Loans in   an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize   the Issuing Lender’ Fronting Exposure in accordance with the procedures set forth in Section   5.14.   Defaulting Lender Cure.  If the Borrower, the Administrative Agent, the Issuing Lender(b)   and the Swingline Lender agree in writing that a Lender is no longer a Defaulting Lender, the    60   59442126_10   74897129_7    





 







Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in   such notice and subject to any conditions set forth therein (which may include arrangements with respect   to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of   outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may   determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit   and Swingline Loans to be held pro rata by the Lenders in accordance with the Revolving Credit   Commitments under the applicable Credit Facility (without giving effect to Section 5.15(a)(iv)),   whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made   retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that   Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly   agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a   waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting   Lender.   ARTICLE VI   CONDITIONS OF CLOSING AND BORROWING   Conditions to Closing and Initial Extensions of Credit.  The obligation of theSECTION 6.1   Lenders to close this Agreement and to make the initial Loans or issue or participate in the initial Letter of   Credit, if any, is subject to the satisfaction (or waiver) of each of the following conditions (other than   those items set forth on Schedule 8.18 to the Disclosure Letter):   Executed Loan Documents.  This Agreement, a Revolving Credit Note in favor of each(a)   Revolving Credit Lender requesting a Revolving Credit Note, a Swingline Note in favor of the Swingline   Lender (if requested thereby), the Security Documents and the Guaranty Agreement, together with any   other applicable Loan Documents, shall have been duly authorized, executed and delivered to the   Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of   Default shall exist hereunder or thereunder.   Closing Certificates; Etc.  The Administrative Agent shall have received each of the(b)   following in form and substance reasonably satisfactory to the Administrative Agent:   Officer’s Certificate.  A certificate from a Responsible Officer of the Borrower to(i)   the effect that (A) all representations and warranties of the Credit Parties contained in this   Agreement and the other Loan Documents are true, correct and complete in all material respects   (except to the extent any such representation and warranty is qualified by materiality or reference   to Material Adverse Effect, in which case, such representation and warranty shall be true, correct   and complete in all respects); (B) none of the Credit Parties is in violation of any of the covenants   contained in this Agreement and the other Loan Documents; (C) after giving effect to the   Transactions, no Default or Event of Default has occurred and is continuing; (D) since December   31, 2013, no event has occurred or condition arisen, either individually or in the aggregate, that   has had or could reasonably be expected to have a Material Adverse Effect; and (E)  each of the   Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 6.1 and   Section 6.2.   Certificate of Secretary of each Credit Party.  A certificate of a Responsible(ii)   Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of   each officer of such Credit Party executing Loan Documents to which it is a party and certifying   that attached thereto is a true, correct and complete copy of (A) the articles or certificate of   incorporation or formation (or equivalent), as applicable, of such Credit Party and all    61   59442126_10   74897129_7    





 







amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its   jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the   bylaws or other governing document of such Credit Party as in effect on the Closing Date, and   (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit   Party authorizing and approving the transactions contemplated hereunder and the execution,   delivery and performance of this Agreement and the other Loan Documents to which it is a party.   Certificates of Good Standing.  Certificates as of a recent date of the good(iii)   standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or   formation (or equivalent), as applicable.   Opinions of Counsel.  Opinions of counsel to the Credit Parties addressed to the(iv)   Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and   such other matters as the Administrative Agent shall reasonably request.   Personal Property Collateral.(c)   Filings and Recordings.  The Administrative Agent shall have received all filings(i)   and recordations that are necessary to perfect the security interests of the Administrative Agent,   on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have   received evidence reasonably satisfactory to the Administrative Agent that upon such filings and   recordations such security interests constitute valid and perfected first priority Liens thereon   (subject to Permitted Liens).   Pledged Collateral.  The Administrative Agent shall have received (A) original(ii)   stock certificates or other certificates evidencing the certificated Equity Interests pledged   pursuant to the Security Documents, together with an undated stock power for each such   certificate duly executed in blank by the registered owner thereof and (B) each original   promissory note pledged pursuant to the Security Documents together with an undated allonge for   each such promissory note duly executed in blank by the holder thereof; provided that no pledge   shall be required of more than sixty-five percent (65%) of the total outstanding voting stock of a   Foreign Subsidiary or Foreign Subsidiary Holding Company.   Lien Search.  The Administrative Agent shall have received the results of a Lien(iii)   search (including a search as to bankruptcy, tax and intellectual property matters), in form and   substance reasonably satisfactory thereto, made against the Credit Parties under the Uniform   Commercial Code as in effect in each jurisdiction in which filings or recordations under the   Uniform Commercial Code should be made to evidence or perfect security interests in all assets   of such Credit Party, indicating among other things that the assets of each such Credit Party are   free and clear of any Lien (except for certain Permitted Liens).   Property and Liability Insurance.  The Administrative Agent shall have received,(iv)   in each case in form and substance reasonably satisfactory to the Administrative Agent, evidence   of property and liability insurance covering each Credit Party, evidence of payment of all   insurance premiums for the current policy year of each policy (with appropriate endorsements   naming the Administrative Agent as lender’s loss payee on all policies for property hazard   insurance and as additional insured on all policies for liability insurance), and if requested by the   Administrative Agent, copies of such insurance policies.   Other Collateral Documentation.  The Administrative Agent shall have received(v)   any documents reasonably requested thereby or as required by the terms of the Security    62   59442126_10   74897129_7    





 







Documents to evidence its security interest in the Collateral (including, without  limitation, any   landlord waivers or collateral access agreements, control agreements and filings evidencing a   security interest in any intellectual property included in the Collateral.   Consents; Defaults.(d)   Governmental and Third Party Approvals.  The Credit Parties shall have received(i)   all material governmental, shareholder and third party consents and approvals necessary in   connection with the transactions contemplated by this Agreement and the other Loan Documents   and all applicable waiting periods shall have expired without any action being taken by any   Person that could reasonably be expected to restrain, prevent or impose any material adverse   conditions on any of the Credit Parties or such other transactions or that could seek or threaten   any of the foregoing, and no law or regulation shall be applicable which in the reasonable   judgment of the Administrative Agent could reasonably be expected to have such effect.   No Injunction, Etc.  No action, suit, proceeding or investigation shall be pending(ii)   or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator   or Governmental Authority that could reasonably be expected to have a Material Adverse Effect.   Financial Matters.(e)   Financial Statements.  The Administrative Agent shall have received (A) the(i)   audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2013   and the related audited statements of income and retained earnings and cash flows for the Fiscal   Year then ended and (B) unaudited Consolidated balance sheet of the Borrower and its   Subsidiaries as of June 30, 2014 and related unaudited interim statements of income and retained   earnings for the fiscal quarter then ended.   Financial Projections.  The Administrative Agent shall have received pro forma(ii)   Consolidated financial statements for the Borrower and its Subsidiaries, and projections prepared   by management of the Borrower, of balance sheets, income statements and cash flow statements   on a quarterly basis for the first year following the Closing Date and on an annual basis for each   year thereafter during the term of the Credit Facility, which shall not be materially inconsistent   with any financial information or projections previously delivered to the Administrative Agent.   Solvency Certificate.  The Borrower shall have delivered to the Administrative(iii)   Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent,   and certified as accurate by the chief financial officer of the Borrower, that on a pro forma basis   after giving effect to the Transactions, the Credit Parties, taken as a whole, are Solvent.   Payment at Closing.  The Borrower shall have paid or made arrangements to pay(iv)   contemporaneously with closing (A) to the Administrative Agent, the Arranger and the Lenders   the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or   commissions due hereunder, (B) all reasonable and documented fees, charges and disbursements   of counsel to the Administrative Agent (directly to such counsel if requested by the   Administrative Agent) and (C) to any other Person such amount as may be due thereto in   connection with the transactions contemplated hereby, including all taxes, fees and other charges   in connection with the execution, delivery, recording, filing and registration of any of the Loan   Documents.    63   59442126_10   74897129_7    





 







Revolving Credit Facility Availability.  After giving effect to all Extensions of Credit(f)   occurring on the Closing Date, the Borrower shall have Liquidity of not less than $50,000,000.   Miscellaneous.(g)   Notice of Account Designation.  The Administrative Agent shall have received a(i)   Notice of Account Designation specifying the account or accounts to which the proceeds of any   Loans made on or after the Closing Date are to be disbursed.   Existing Indebtedness.  All existing Indebtedness of the Borrower and its(ii)   Subsidiaries (including Indebtedness under the Existing Credit Agreement but excluding   Indebtedness permitted pursuant to Section 9.1) shall be repaid in full, all commitments (if any)   in respect thereof shall have been terminated and all guarantees therefor and security therefor   shall be released, and the Administrative Agent shall have received pay-off letters in form and   substance reasonably satisfactory to it evidencing such repayment, termination and release.   PATRIOT Act, etc.  The Borrower and each of the Subsidiary Guarantors shall(iii)   have provided to the Administrative Agent and the Lenders at least five Business Days prior to   the Closing Date the documentation and other information requested by the Administrative Agent   in order to comply with requirements of the PATRIOT Act, applicable “know your customer”   and anti-money laundering rules and regulations.   Other Documents.  All opinions, certificates and other instruments and all(iv)   proceedings in connection with the transactions contemplated by this Agreement shall be   reasonably satisfactory in form and substance to the Administrative Agent.  The Administrative   Agent shall have received copies of all other documents, certificates and instruments reasonably   requested thereby, with respect to the transactions contemplated by this Agreement.   Without limiting the generality of the provisions of the last paragraph of Section 11.3, for purposes of   determining compliance with the conditions specified in this Section 6.1, the Administrative Agent and   each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted   or to be satisfied with, each document or other matter required thereunder to be consented to or approved   by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice   from such Lender prior to the proposed Closing Date specifying its objection thereto.   Conditions to All Extensions of Credit.  The obligations of the Lenders toSECTION 6.2   make or participate in any Extensions of Credit (including the initial Extension of Credit), and/or the   Issuing Lender to issue or extend any Letter of Credit are subject to the satisfaction of the following   conditions precedent on the relevant borrowing, issuance or extension date:   Continuation of Representations and Warranties.  The representations and warranties(a)   contained in this Agreement and the other Loan Documents shall be true and correct in all material   respects, except for any representation and warranty that is qualified by materiality or reference to   Material Adverse Effect, which such representation and warranty shall be true and correct in all respects,   on and as of such borrowing, issuance or extension date with the same effect as if made on and as of such   date (except for any such representation and warranty that by its terms is made only as of an earlier date,   which representation and warranty shall remain true and correct in all material respects as of such earlier   date, except for any representation and warranty that is qualified by materiality or reference to Material   Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such   earlier date).    64   59442126_10   74897129_7    





 







No Existing Default.  No Default or Event of Default shall have occurred and be(b)   continuing (i) on the borrowing date with respect to such Loan or after giving effect to the Loans to be   made on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after   giving effect to the issuance or extension of such Letter of Credit on such date.   Notices.  The Administrative Agent shall have received a Notice of Borrowing or Letter(c)   of Credit Application, as applicable, from the Borrower in accordance with Section 2.3(a) or Section 3.2,   as applicable.   New Swingline Loans/Letters of Credit.  So long as any Lender is a Defaulting Lender,(d)   (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will   have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the Issuing Lender shall   not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will   have no Fronting Exposure after giving effect thereto.   ARTICLE VII   REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES   To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the   Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the   Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated   hereunder, which representations and warranties shall be deemed made on the Closing Date and as   otherwise set forth in Section 6.2, that:   Organization; Power; Qualification.  Each Credit Party and each SubsidiarySECTION 7.1   thereof (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its   incorporation or formation, (b) has the power and authority to own its Properties and to carry on its   business as now being and hereafter proposed to be conducted and (c) is duly qualified and authorized to   do business in each jurisdiction in which the character of its Properties or the nature of its business   requires such qualification and authorization except in jurisdictions where the failure to be so qualified or   in good standing could not reasonably be expected to result in a Material Adverse Effect.  The   jurisdictions in which each Credit Party and each Subsidiary thereof are organized and qualified to do   business as of the Closing Date are described on Schedule 7.1 to the Disclosure Letter.   Ownership.  Each Subsidiary of each Credit Party as of the Closing Date isSECTION 7.2   listed on Schedule 7.2 to the Disclosure Letter.  As of the Closing Date, the capitalization of each Credit   Party (other than the Borrower) and its Subsidiaries consists of the number of shares, authorized, issued   and outstanding, of such classes and series, with or without par value, described on Schedule 7.2 to the   Disclosure Letter.  All outstanding shares have been duly authorized and validly issued and are fully paid   and nonassessable.  As of the Closing Date, no outstanding shares are subject to any preemptive or similar   rights, except as described in Schedule 7.2 to the Disclosure Letter.  As of the Closing Date, there are no   outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any   type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or   require the issuance of Equity Interests of any Credit Party or any Subsidiary thereof, except as described   on Schedule 7.2 to the Disclosure Letter.   Authorization; Enforceability.  Each Credit Party and each Subsidiary thereofSECTION 7.3   has the right, power and authority and has taken all necessary corporate and other action to authorize the   execution, delivery and performance of this Agreement and each of the other Loan Documents to which it   is a party in accordance with their respective terms.  This Agreement and each of the other Loan    65   59442126_10   74897129_7    





 







Documents have been duly executed and delivered by the duly authorized officers of each Credit Party   and each Subsidiary thereof that is a party thereto, and each such document constitutes the legal, valid and   binding obligation of each Credit Party and each Subsidiary thereof that is a party thereto, enforceable in   accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,   reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect   which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.   Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.SECTION 7.4   The execution, delivery and performance by each Credit Party and each Subsidiary thereof of the Loan   Documents to which each such Person is a party, in accordance with their respective terms, the   Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not,   by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or   violate any Applicable Law relating to any Credit Party or any Subsidiary thereof where the failure to   obtain such Governmental Approval or such violation could reasonably be expected to have a Material   Adverse Effect, (b) conflict with, result in a breach of or constitute a default under the articles of   incorporation, bylaws or other organizational documents of any Credit Party or any Subsidiary thereof,   (c) conflict with, result in a breach of or constitute a default under any Material Contract or any   Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably   be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any   Lien upon or with respect to any property now owned or hereafter acquired by such Person other than   Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an   arbitrator or Governmental Authority and no consent of any other Person is required in connection with   the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents,   authorizations, filings or other acts or consents for which the failure to obtain or make could not,   individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents   or filings under the UCC or with respect to the Collateral to be made, or otherwise delivered to   Administrative Agent for filing and/or recordation, as of the Closing Date, (iii) filings with the United   States Copyright Office and/or the United States Patent and Trademark Office and (iv) consents and   authorizations that have been obtained and are in full force and effect.   Compliance with Law; Governmental Approvals.  Each Credit Party andSECTION 7.5   each Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to   conduct its business, each of which is in full force and effect, is final and not subject to review on appeal   and is not the subject of any pending or, to its knowledge, threatened (in writing) attack by direct or   collateral proceeding, (b) is in compliance with each Governmental Approval applicable to it and in   compliance with all other Applicable Laws relating to it or any of its respective properties and (c) has   timely filed all material reports, documents and other materials required to be filed by it under all   Applicable Laws with any Governmental Authority and has retained all material records and documents   required to be retained by it under Applicable Law except in each case (a), (b) or (c) where the failure to   have, comply or file could not reasonably be expected to have a Material Adverse Effect.   Tax Returns and Payments.  Each Credit Party and each Subsidiary thereofSECTION 7.6   has duly filed or caused to be filed all federal and state income tax returns and all other material tax   returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment   of, all federal and state income taxes and all other material taxes, assessments and governmental charges   or levies upon it and its property, income, profits and assets which are due and payable (other than any   amount the validity of which is currently being contested in good faith by appropriate proceedings and   with respect to which reserves in conformity with GAAP have been provided for on the books of the   relevant Credit Party or Subsidiary).  Such returns accurately reflect in all material respects all liability for   taxes of any Credit Party or any Subsidiary thereof for the periods covered thereby.  As of the Closing   Date, except as set forth on Schedule 7.6 to the Disclosure Letter, there is no ongoing audit or    66   59442126_10   74897129_7    





 







examination or, to its knowledge, other investigation by any Governmental Authority of any material tax   liability of any Credit Party or any Subsidiary thereof.  No Governmental Authority has asserted any Lien   or other claim against any Credit Party or any Subsidiary thereof with respect to material unpaid taxes   which has not been discharged or resolved (other than (a) any amount the validity of which is currently   being contested in good faith by appropriate proceedings and with respect to which reserves in conformity   with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens).   Intellectual Property Matters.  Each Credit Party and each Subsidiary thereofSECTION 7.7   owns or possesses rights to use all franchises, licenses, copyrights, copyright applications, patents, patent   rights or licenses, patent applications, trademarks, trademark rights, service mark, service mark rights,   trade names, trade name rights, copyrights and other rights with respect to the foregoing which are   material and reasonably necessary to conduct its business.  No event has occurred which permits, or after   notice or lapse of time or both would permit, the revocation or termination of any such rights which are   material and reasonably necessary to conduct its business, and to the knowledge of any Credit Party, no   Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law   with respect to any such rights which are material and reasonably necessary to conduct its business as a   result of its business operations.   Environmental Matters.SECTION 7.8   Except as would not reasonably be expected, individually or in the aggregate, to have a(a)   Material Adverse Effect, the real properties owned, leased or operated by each Credit Party and each   Subsidiary thereof now or, to the knowledge of any Credit Party, in the past do not contain, and to their   knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which   constitute or constituted a violation of applicable Environmental Laws;   Except as would not reasonably be expected, individually or in the aggregate, to have a(b)   Material Adverse Effect, to its knowledge, each Credit Party and each Subsidiary thereof and such real   properties owned, leased or operated by each Credit Party and each Subsidiary thereof and all operations   conducted in connection therewith by the Credit Parties or their respective Subsidiaries are in compliance,   and have been in compliance, with all applicable Environmental Laws, and there is no contamination at,   under or about such real properties or such operations which could interfere with the continued operation   of such real properties or impair the fair saleable value thereof;   No Credit Party nor any Subsidiary thereof has received any notice of violation, alleged(c)   violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous   Materials, or compliance with Environmental Laws that could reasonably be expected, individually or in   the aggregate, to have a Material Adverse Effect, nor does any Credit Party or any Subsidiary thereof   have knowledge or reason to believe that any such notice will be received or is being threatened in   writing;   Except as would not reasonably be expected, individually or in the aggregate, to have a(d)   Material Adverse Effect, to its knowledge, Hazardous Materials have not been transported or disposed of   to or from the real properties owned, leased or operated by any Credit Party or any Subsidiary thereof in   violation of, or in a manner or to a location which could give rise to liability under, Environmental Laws,   nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of   such properties in violation of, or in a manner that could give rise to liability under, any applicable   Environmental Laws;   No judicial proceedings or governmental or administrative action is pending, or, to the(e)   knowledge of the Borrower, threatened in writing, under any Environmental Law to which any Credit    67   59442126_10   74897129_7    





 







Party or any Subsidiary thereof is or will be named as a potentially responsible party, nor are there any   consent decrees or other decrees, consent orders, administrative orders or other orders, or other   administrative or judicial requirements outstanding under any applicable Environmental Law with respect   to any Credit Party, any Subsidiary thereof, with respect to any real property owned, leased or operated   by any Credit Party or any Subsidiary thereof or operations conducted in connection therewith that could   reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and   There has been no release, or to its knowledge, threat of release, of Hazardous Materials(f)   at or from real properties owned, leased or operated by any Credit Party or any Subsidiary, now or in the   past, in violation of or in amounts or in a manner that could give rise to liability under applicable   Environmental Laws that could reasonably be expected, individually or in the aggregate, to have a   Material Adverse Effect.   Employee Benefit Matters.SECTION 7.9   Each Credit Party and each ERISA Affiliate is in compliance with all applicable(a)   provisions of ERISA, the Code and the regulations published thereunder with respect to all Employee   Benefit Plans except for any required amendments for which the remedial amendment period as defined   in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not   reasonably be expected to have a Material Adverse Effect.  No liability has been incurred by any Credit   Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to   any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be   expected to have a Material Adverse Effect;   As of the Closing Date, no Pension Plan has been terminated, nor has any Pension Plan(b)   become subject to funding based benefit restrictions under Section 436 of the Code, nor has any funding   waiver from the IRS been received or requested with respect to any Pension Plan, nor has any Credit   Party or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as   required by Sections 412 or 430 of the Code, Section 302 of ERISA or the terms of any Pension Plan on   or prior to the due dates of such contributions under Sections 412 or 430 of the Code or Section 302 of   ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of   ERISA with respect to any Pension Plan;   Except where the failure of any of the following representations to be correct could not(c)   reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Credit   Party nor any ERISA Affiliate has:  (i) engaged in a nonexempt prohibited transaction described in   Section 406 of the ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which   remains outstanding other than the payment of premiums and there are no premium payments which are   due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer Plan, or (iv)   failed to make a required installment or other required payment under Sections 412 or 430 of the Code;   No Termination Event has occurred or is reasonably expected to occur;(d)   Except where the failure of any of the following representations to be correct could not(e)   reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no   proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or   investigation is existing or, to its knowledge, threatened in writing concerning or involving (i) any   employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed   to by any Credit Party or any ERISA Affiliate, (ii) any Pension Plan or (iii) any Multiemployer Plan.    68   59442126_10   74897129_7    





 







Margin Stock.  No Credit Party nor any Subsidiary thereof is engagedSECTION 7.10   principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or   “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation   U of the Board of Governors of the Federal Reserve System).  No part of the proceeds of any of the Loans   or Letters of Credit will be used for purchasing or carrying margin stock or for any purpose which   violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of   Governors.   Government Regulation.  No Credit Party nor any Subsidiary thereof is anSECTION 7.11   “investment company” or a company “controlled” by an “investment company” (as each such term is   defined or used in the Investment Company Act of 1940) and no Credit Party nor any Subsidiary thereof   is, or after giving effect to any Extension of Credit will be, subject to regulation under the Interstate   Commerce Act, or any other Applicable Law, in each case which limits its ability to incur or consummate   the transactions contemplated hereby.   Material Contracts.  As of the Closing Date, no Credit Party nor anySECTION 7.12   Subsidiary thereof (nor, to its knowledge, any other party thereto) is in breach of or in default under any   Material Contract in any material respect.   Employee Relations.  As of the Closing Date, no Credit Party or anySECTION 7.13   Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been   recognized as the representative of its employees except as set forth on Schedule 7.13 to the Disclosure   Letter.  The Borrower knows of no pending, threatened in writing or contemplated strikes, work stoppage   or other collective labor disputes involving its employees or those of its Subsidiaries that, individually or   in the aggregate, could reasonably be expected to have a Material Adverse Effect.   Financial Statements.  The audited and unaudited financial statementsSECTION 7.14   delivered pursuant to Section 6.1(e)(i) are complete and correct in all material respects and fairly present   in all material respects on a Consolidated basis the assets, liabilities and financial position of the   Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial   position for the periods then ended (other than customary year-end adjustments for unaudited financial   statements and the absence of footnotes from unaudited financial statements).  All such financial   statements, including the related schedules and notes thereto, have been prepared in accordance with   GAAP.  The pro forma projections delivered pursuant to Section 6.1(e)(ii) were prepared in good faith on   the basis of the assumptions stated therein, which assumptions are believed by the Borrower to be   reasonable in light of then existing conditions except that such financial projections shall be subject to   normal year end closing and audit adjustments and the absence of footnote disclosures (it being   recognized by the Lenders that projections are not to be viewed as facts and that the actual results during   the period or periods covered by such projections may vary from such projections and such variations   could be material).   No Material Adverse Change.  Since December 31, 2013, no event hasSECTION 7.15   occurred or condition arisen that, either individually or in the aggregate, could reasonably be expected to   have a Material Adverse Effect.   Solvency.  The Credit Parties, taken as a whole, are Solvent.SECTION 7.16   Title to Properties.  As of the Closing Date, the real property listed onSECTION 7.17   Schedule 7.17 to the Disclosure Letter constitutes all of the real property that is owned, leased or   subleased by any Credit Party or any of its Subsidiaries.  Each Credit Party and each Subsidiary thereof   has such title to the real property owned or leasehold interests leased by it as is necessary or desirable to    69   59442126_10   74897129_7    





 







the conduct of its business and valid and legal title to all of its personal property and assets, except those   which have been disposed of by the Credit Parties and their Subsidiaries subsequent to such date which   dispositions have been in the ordinary course of business or as otherwise expressly permitted hereunder   and except where the failure to have such title, could not reasonably be expected to have a Material   Adverse Effect.   Litigation.  Except for matters existing on the Closing Date and set forth onSECTION 7.18   Schedule 7.18 to the Disclosure Letter, there are no actions, suits or proceedings pending nor, to its   knowledge, threatened in writing against or in any other way relating adversely to or affecting any Credit   Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator   of any kind or before or by any Governmental Authority that could reasonably be expected to have a   Material Adverse Effect.   Anti-Corruption Laws and Sanctions.SECTION 7.19   SECTION 7.19 Anti-Corruption Laws and Sanctions. None of (ai) the Borrower, any(a)   Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors,   officers or employees, or (bii) to the knowledge of the Borrower, any agent of the Borrower or any   Subsidiary that will act in any capacity in connection with or benefit from the credit facility established   hereby, (A) is a Sanctioned Person or currently the subject or target of any Sanctions., (B) has its assets   located in a Sanctioned Country, (C) derives revenues from investments in, or transactions with, Sanctioned   Persons or (D) has taken any action, directly or indirectly, that would result in a violation by such Persons   of any Anti-Corruption Laws. Each of the Borrower and its Subsidiaries, and to the knowledge of Borrower,   each director, officer, employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance   with the Anti-Corruption Laws and applicable Sanctions in all material respects.   No proceeds of any Extension of Credit have been used, directly or indirectly, by the (b)   Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents   (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of   money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the   purpose of funding, financing or facilitating any activities, business or transaction of or with any   Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a   Sanctioned Person or a Sanctioned Country or (iii) in any manner that would result in the violation of any   Sanctions applicable to any party hereto.   Disclosure.  No financial statement, material report, material certificate orSECTION 7.20   other written material information (other than projected financial information, pro forma financial   information, estimated financial information and other projected or estimated information, other   forward-looking information and information of a general or economic or industry specific nature)   furnished by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent or   any Lender in connection with the transactions contemplated hereby and the negotiation of this   Agreement or delivered hereunder (as modified or supplemented by other information so furnished),   taken together as a whole with Borrower’s filings with the SEC, as of the date furnished, contains any   untrue statement of a material fact or omits to state any material fact necessary to make the statements   therein, in the light of the circumstances under which they were made, not misleading; provided that, with   respect to projected financial information, pro forma financial information, estimated financial   information and other projected or estimated information, such information was prepared in good faith   based upon assumptions believed by the Borrower to be reasonable at the time (it being recognized by the   Lenders that projections are not to be viewed as facts and that the actual results during the period or   periods covered by such projections may vary from such projections or estimates and such variations   could be material).    70   59442126_10   74897129_7    





 







Leases.  The Borrower and/or its Subsidiaries enjoy peaceful and undisturbedSECTION 7.21   possession under all leases material to their business and to which they are parties or under which they are   operating, and, except to the extent being contested in good faith and by appropriate proceedings if   adequate reserves are maintained to the extent required by GAAP, all of such material leases are valid and   subsisting and no material default by the Borrower or its Subsidiaries, as applicable, exists under any of   them.   Credit Parties.  Except for any Subsidiary of the Borrower that is anSECTION 7.22   Excluded Subsidiary, or an Immaterial Subsidiary that is not required to become a Credit Party pursuant   to Section 8.13, each Domestic Subsidiary of the Borrower is a Credit Party to the extent required by   Section 8.13.   Existing Obligations Pertaining to Acquisitions.  Set forth on Schedule 7.23SECTION 7.23   to the Disclosure Letter is a true and complete list of all payment obligations, contingent or otherwise,   owing by any Credit Party pursuant to any Acquisition consummated prior to the Closing Date including,   without limitation, any Earn-outs, Holdbacks and principal payments in respect of Indebtedness, and such   Schedule accurately sets forth the aggregate amount of each such obligation owing as of the Closing Date.   ARTICLE VIII   AFFIRMATIVE COVENANTS   Until all of the Obligations (other than contingent indemnification obligations not then due) have   been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash   Collateralized) and the Revolving Credit Commitments terminated, each Credit Party will, and will cause   each of its Subsidiaries to:   Financial Statements and Budgets.  Deliver to the Administrative AgentSECTION 8.1   (which shall promptly make such information available to the Lenders in accordance with its customary   practice):   Annual Financial Statements.  As soon as available and in any event within one hundred(a)   twenty (120) days (or, if earlier, on the date of any required public filing thereof after giving effect to any   extension permitted by the SEC) after the end of each Fiscal Year (commencing with the Fiscal Year   ended December 31, 2014), an audited Consolidated balance sheet of the Borrower and its Subsidiaries as   of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and   cash flows including the notes thereto, all in reasonable detail setting forth in comparative form the   corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with   GAAP and, if applicable, containing disclosure of the effect on the financial position or results of   operations of any change in the application of accounting principles and practices during the year.  Such   annual financial statements shall be audited by an independent certified public accounting firm of   recognized national standing or otherwise reasonably acceptable to the Administrative Agent, and   accompanied by a report and opinion thereon by such certified public accountants prepared in accordance   with generally accepted auditing standards that is not subject to any “going concern” or similar   qualification or exception or any qualification as to the scope of such audit (other than a qualification   related solely to the maturity of the Loans in the 15-month period following such report).   Quarterly Financial Statements.  As soon as available and in any event within forty-five(b)   (45) days (or, if earlier, on the date of any required public filing thereof after giving effect to any   extension permitted by the SEC) after the end of the first three fiscal quarters of each Fiscal Year   (commencing with the fiscal quarter ended September 30, 2014), an unaudited Consolidated balance sheet    71   59442126_10   74897129_7    





 







of the Borrower and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated   statements of income, retained earnings and cash flows, including the notes thereto, all in reasonable   detail setting forth in comparative form the corresponding figures as of the end of and for the   corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with   GAAP and, if applicable, containing disclosure of the effect on the financial position or results of   operations of any change in the application of accounting principles and practices during the period, and   certified by the chief financial officer of the Borrower to present fairly in all material respects the   financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of their respective   dates and the results of operations of the Borrower and its Subsidiaries for the respective periods then   ended, subject to normal year-end adjustments and the absence of footnotes.   Annual Business Plan and Budget.  As soon as practicable and in any event within ninety(c)   (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 2014),   a business plan and operating and capital budget, in form and detail consistent with such business plan   and operating capital budget most recently delivered to the Administrative Agent prior to the Closing   Date, of the Borrower and its Subsidiaries for the immediately following Fiscal Year, such plan to be   prepared in accordance with GAAP and to include, on a quarterly basis, the following:  a quarterly   operating and capital budget, a projected income statement, statement of cash flows and balance sheet,   and a reasonable disclosure of the key assumptions and drivers with respect to such budget, accompanied   by a certificate from a Responsible Officer of the Borrower to the effect that such budget contains good   faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of   the financial condition and operations of the Borrower and its Subsidiaries for such period.   Certificates; Other Reports.  Deliver to the Administrative Agent (whichSECTION 8.2   shall promptly make such information available to the Lenders in accordance with its customary practice):   at each time financial statements are delivered pursuant to Sections 8.1(a) or (b) and at(a)   such other times as the Administrative Agent shall reasonably request, a duly completed Officer’s   Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller   of the Borrower;   at each time financial statements are delivered pursuant to Sections 8.1(a) or (b) and at(b)   such other times as the Administrative Agent shall reasonably request, a duly completed IP Reporting   Certificate signed by a Responsible Officer of the Borrower;   promptly after the same are filed, copies of all annual, regular, periodic and special(c)   reports and registration statements which the Borrower may file or be required to file with the SEC under   Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any case not   otherwise required to be delivered to the Administrative Agent pursuant hereto;   promptly upon the request thereof, such other information and documentation required by(d)   bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and   regulations (including, without limitation, the PATRIOT Act), as from time to time reasonably requested   by the Administrative Agent or any Lender (through the Administrative Agent); and   such other information regarding the operations, business affairs and financial condition(e)   of any Credit Party or any Subsidiary thereof as the Administrative Agent or any Lender may reasonably   request.   Documents required to be delivered pursuant to Sections 8.1(a), (b) or (c) or Section 8.2(c) (to the extent   any such documents are included in materials otherwise filed with the SEC) may be delivered    72   59442126_10   74897129_7    





 







electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the   Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at   the website address www.realpage.com; or (ii) on which such documents are posted on the Borrower’s   behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have   access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);   provided that the Borrower shall notify the Administrative Agent and each Lender (by facsimile or   electronic mail) of the posting of any such documents.  The Administrative Agent shall have no   obligation to request the delivery or to maintain copies of the documents referred to above, and in any   event shall have no responsibility to monitor compliance by the Borrower with any such request for   delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies   of such documents.   The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make   available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of   the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt   Domain, IntraLinks, SyndTrak Online or another similar electronic system (the “Platform”) and (b)   certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material   non-public information with respect to the Borrower or its securities) (each, a “Public Lender”).  The   Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the   Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower   Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the   word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials   “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the   Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material   non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its   securities for purposes of United States Federal and state securities laws (provided, however, that to the   extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.10);   (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the   Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be   entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting   on a portion of the Platform not designated “Public Investor.”  Notwithstanding the foregoing, the   Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.   Notice of Litigation and Other Matters.  Promptly (but in no event later thanSECTION 8.3   ten (10) days after any Responsible Officer of any Credit Party obtains knowledge thereof) notify the   Administrative Agent in writing of (which shall promptly make such information available to the Lenders   in accordance with its customary practice):   the occurrence of any Default or Event of Default; and(a)   the commencement of all proceedings and investigations by or before any Governmental(b)   Authority and all actions and proceedings in any court or before any arbitrator against or involving any   Credit Party or any Subsidiary thereof or any of their respective properties, assets or businesses in each   case that could reasonably be expected to result in a Material Adverse Effect.   Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer   of the Borrower setting forth details of the occurrence referred to therein and stating what action the   Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 8.3(a)   shall describe with particularity any and all provisions of this Agreement and any other Loan Document   that have been breached.    73   59442126_10   74897129_7    





 







Preservation of Corporate Existence and Related Matters.  Except asSECTION 8.4   permitted by Section 9.4, preserve and maintain its separate corporate (or equivalent form) existence and   all rights, franchises, licenses and privileges necessary to the conduct of its business if the failure to   maintain such rights, franchises, licenses or privileges would reasonably be expected to result in a   Material Adverse Effect, and qualify and remain qualified as a foreign corporation or other entity and   authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be   expected to have a Material Adverse Effect.   Maintenance of Property.  In addition to the requirements of any of theSECTION 8.5   Security Documents, protect and preserve all Properties necessary in and material to its business,   including copyrights, patents, trade names, service marks and trademarks; maintain in good working order   and condition, ordinary wear and tear, casualty and condemnation excepted, all buildings, equipment and   other tangible real and personal property; and from time to time make or cause to be made all repairs,   renewals and replacements thereof and additions to such Property necessary for the conduct of its   business, so that the business carried on in connection therewith may be conducted in a commercially   reasonable manner, in each case except as such action or inaction would not reasonably be expected to   result in a Material Adverse Effect.   Insurance.  Maintain insurance with financially sound and reputableSECTION 8.6   insurance companies against at least such risks and in at least such amounts as are customarily maintained   by similar businesses and as may be required by Applicable Law and as are required by any Security   Documents (including, without limitation, hazard and business interruption insurance).  All such   insurance shall, (a) provide that if such policies are cancelled before their respective expiration dates,   notice will be delivered in accordance with such policy provisions, (b) in the case of general liability   insurance policies, name the Administrative Agent as an additional insured party thereunder as its   interests may appear and (c) in the case of each casualty insurance policy, name the Administrative Agent   as lender’s loss payee as its interests may appear.  Deliver to the Administrative Agent upon its request   information in reasonable detail as to the insurance then in effect, stating the names of the insurance   companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties   and risks covered thereby.   Accounting Methods and Financial Records.  Maintain a system ofSECTION 8.7   accounting, and keep proper books, records and accounts (which shall be true and complete in all material   respects) as may be required or as may be necessary to permit the preparation of financial statements in   accordance with GAAP and in material compliance with the regulations of any Governmental Authority   having jurisdiction over it or any of its Properties.   Payment of Taxes.  Pay all material taxes, assessments and otherSECTION 8.8   governmental charges that may be levied or assessed upon it or any of its Property, except where (i) the   validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Borrower   or such other Credit Party has set aside on its books adequate reserves with respect thereto in accordance   with GAAP, (iii) such contest effectively suspends collection of the contested obligation and the   enforcement of any Lien securing such obligation and (iv) the failure to make payment pending such   contest could not reasonably be expected to have a Material Adverse Effect.   Compliance with Laws and Approvals.  Observe and remain in complianceSECTION 8.9   with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case   applicable to the conduct of its business except in each case where the failure to do so could not   reasonably be expected to have a Material Adverse Effect.    74   59442126_10   74897129_7    





 







Environmental Laws.  In addition to and without limiting the generality ofSECTION 8.10   Section 8.9, and except where the failure to do so would not reasonably be expected to have a Material   Adverse Effect, (a) comply with, and take commercially reasonable efforts to ensure such compliance by   all tenants and subtenants, if any, with all applicable Environmental Laws and obtain and comply with   and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any   and all licenses, approvals, notifications, registrations or permits required by applicable Environmental   Laws, and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial,   removal and other actions required under Environmental Laws, and promptly comply with all lawful   orders and directives of any Governmental Authority regarding Environmental Laws.   Compliance with ERISA.  In addition to and without limiting the generalitySECTION 8.11   of Section 8.9, (a) except where the failure to so comply could not, individually or in the aggregate,   reasonably be expected to have a Material Adverse Effect, (i) comply with applicable provisions of   ERISA, the Code and the regulations and published interpretations thereunder with respect to all   Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could reasonably   be expected to result in a liability to the PBGC or to a Multiemployer Plan, (iii) not participate in any   prohibited transaction that could result in any civil penalty under ERISA or tax under the Code and (iv)   operate each Employee Benefit Plan in such a manner that will not incur any tax liability under Section   4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code   and (b) furnish to the Administrative Agent upon the Administrative Agent’s request such additional   information about any Employee Benefit Plan as may be reasonably requested by the Administrative   Agent.   Visits and Inspections.  Permit representatives of the Administrative Agent orSECTION 8.12   any Lender, from time to time upon prior reasonable notice and at such times during normal business   hours, all at the expense of the Borrower, to visit and inspect its properties; inspect, audit and make   extracts from its books, records and files, including, but not limited to, management letters prepared by   independent accountants; and discuss with its principal officers, and its independent accountants, its   business, assets, liabilities, financial condition, results of operations and business prospects; provided that   (a) such visits and exceptions shall be subject to reasonable data security restrictions imposed by the   Borrower that are customary in the Borrower’s industry, (b) upon the occurrence and during the   continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing   at the expense of the Borrower at any time without advance notice and (c) unless an Event of Default has   occurred and is continuing, such visitation, inspection and audit rights may only be exercised once per   calendar year.   Additional Subsidiaries.SECTION 8.13   Additional Domestic Subsidiaries.  Promptly (and, in any event, within thirty (30) days,(a)   as such time period may be extended by the Administrative Agent in its sole discretion) after (i) the   creation or Acquisition of any Domestic Subsidiary (other than an Excluded Subsidiary or an Immaterial   Subsidiary) or (ii) a Domestic Subsidiary (other than an Excluded Subsidiary) ceases to be an Immaterial   Subsidiary, in each case, cause such Person to (A) become a Subsidiary Guarantor by delivering to the   Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as   the Administrative Agent shall reasonably request and deem appropriate for such purpose, (B) grant a   security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned   by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each   applicable Security Document or such other document as the Administrative Agent shall reasonably   request and deem appropriate for such purpose and comply with the terms of each applicable Security   Document, (C) deliver to the Administrative Agent such opinions, documents and certificates referred to   in Section 6.1 as may be reasonably requested by the Administrative Agent, (D) deliver to the    75   59442126_10   74897129_7    





 







Administrative Agent such original certificated Equity Interests or other certificates and stock or other   transfer powers evidencing the Equity Interests of such Person, (E) deliver to the Administrative Agent   such updated Schedules to the Disclosure Letter and Loan Documents as requested by the Administrative   Agent with respect to such Domestic Subsidiary, and (F) deliver to the Administrative Agent such other   documents as may be reasonably requested by the Administrative Agent, all in form, content and scope   reasonably satisfactory to the Administrative Agent.   Additional Foreign Subsidiaries.  Promptly (and, in any event, within forty five (45)(b)   days, as such time period may be extended by the Administrative Agent in its sole discretion) after any   Person becomes a First Tier Foreign Subsidiary or a Foreign Subsidiary Holding Company (other than an   Immaterial Subsidiary or a Subsidiary described in clause (a) or (b) of the definition of “Excluded   Subsidiary”), cause (i) the applicable Credit Party to deliver to the Administrative Agent Security   Documents pledging sixty-five percent (65%) of the total outstanding voting Equity Interests (and one   hundred percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary   or Foreign Subsidiary Holding Company, as applicable, and a consent thereto executed by such new First   Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (including, without limitation, if   applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable   Laws and practices of any relevant foreign jurisdiction), as applicable, evidencing the Equity Interests of   such new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company, as applicable, together   with an appropriate undated stock or other transfer power for each certificate duly executed in blank by   the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions,   documents and certificates referred to in Section 6.1 as may be reasonably requested by the   Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to   the Disclosure Letter and Loan Documents as requested by the Administrative Agent with regard to such   Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be   reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory   to the Administrative Agent.   Merger Subsidiaries.  Notwithstanding the foregoing, to the extent any new Subsidiary is(c)   created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition,   and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration   contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary   shall not be required to take the actions set forth in Section 8.13(a) or (b), as applicable, until the   consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger   transaction shall be required to so comply with Section 8.13(a) or (b), as applicable, within the time   period specified in Section 8.13(a) or (b), as applicable, following the consummation of such Permitted   Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).   Compliance with Anti-Corruption Laws and Sanctions.  The Borrower willSECTION 8.14   maintain in effect and enforce policies and procedures designed to ensure compliance in all material   respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents   with Anti-Corruption Laws and applicable Sanctions.   Use of Proceeds.SECTION 8.15   The Borrower shall use the proceeds of the Extensions of Credit solely (i) to finance the(a)   Transactions, and (ii) for working capital and general corporate purposes of the Borrower and its   Subsidiaries.   The Borrower will not request any Extension of Credit, and the Borrower shall not use,(b)   and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents    76   59442126_10   74897129_7    





 







shall not use, the proceeds of any Extension of Credit (i) in furtherance of an offer, payment, promise to   pay, or authorization of the payment or giving of money, or anything else of value, to any Person in   violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any   activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii)   in any manner that would result in the material violation of any Sanctions applicable to any party hereto.   Disclosure Updates.  Promptly (and, in any event, within five (5) BusinessSECTION 8.16   Days after obtaining knowledge thereof) notify the Administrative Agent if any written information,   exhibit, or report (other than projected financial information, pro forma financial information, estimated   financial information and other projected or estimated information, other forward-looking information   and information of a general or economic or industry specific nature) furnished to the Administrative   Agent and/or the Lenders contained, at the time it was furnished, when taken together with the   Borrower’s filings with the SEC, any untrue statement of a material fact or omitted to state any material   fact necessary to make the statements contained therein not misleading in light of the circumstances in   which made.  The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing   provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of   any material fact nor shall any such notification have the effect of amending or modifying this Agreement   or any other Loan Document.   Further Assurances.  Execute any and all further documents, financingSECTION 8.17   statements, agreements and instruments, and take all such further actions (including the filing and   recording of financing statements and other documents), which the Administrative Agent or the Required   Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to   grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents   or the validity or priority of any such Lien, all at the expense of the Credit Parties.  The Borrower also   agrees to provide to the Administrative Agent, from time to time upon the reasonable request by the   Administrative Agent, evidence reasonably satisfactory to the Administrative Agent as to the perfection   and priority of the Liens created or intended to be created by the Security Documents.   Post-Closing Matters.  Execute and deliver the documents and complete theSECTION 8.18   tasks set forth on Schedule 8.18 to the Disclosure Letter, in each case within the time limits specified on   such schedule.   ARTICLE IX   NEGATIVE COVENANTS   Until all of the Obligations (other than contingent, indemnification obligations not then due) have   been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash   Collateralized) and the Revolving Credit Commitments terminated, the Credit Parties will not, and will   not permit any of their respective Subsidiaries to.   Indebtedness.  Create, incur, assume or suffer to exist any IndebtednessSECTION 9.1   except:   the Obligations;(a)   Indebtedness owing under Hedge Agreements entered into in order to manage existing or(b)   anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes;    77   59442126_10   74897129_7    





 







Indebtedness existing on the Closing Date and listed on Schedule 9.1 to the Disclosure(c)   Letter, and any Permitted Refinancing Indebtedness in respect thereof;   Indebtedness incurred in connection with Capital Leases and purchase money(d)   Indebtedness in an aggregate amount not to exceed $25,000,000 at any time outstanding and any   Permitted Refinancing Indebtedness in respect thereof;   Indebtedness of a Person existing at the time such Person became a Subsidiary or assets(e)   were acquired from such Person in connection with an Investment permitted pursuant to Section 9.3, to   the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such   Person becoming a Subsidiary or the acquisition of such assets, (ii) neither the Borrower nor any   Subsidiary thereof (other than such Person or any other Person that such Person merges with or that   acquires the assets of such Person) shall have any liability or other obligation with respect to such   Indebtedness and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed   $10,000,000 at any time outstanding;   Guarantees with respect to Indebtedness permitted pursuant to this Section (other than(f)   Section 9.1(g));   unsecured intercompany Indebtedness:(g)   (i) owed by any Credit Party to another Credit Party;   (ii) owed by any Credit Party to any Non-Guarantor Subsidiary (provided that such   Indebtedness shall be subordinated in right of payment to the Obligations on terms and conditions   reasonably satisfactory to the Administrative Agent);   owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary;(iii)   and   (iv) owed by any Non-Guarantor Subsidiary to any Credit Party to the extent   permitted pursuant to Section 9.3(a)(vi);   Indebtedness arising as a result of, or pursuant to, Cash Management Agreements(h)   (entered into in the ordinary course of business) and other Indebtedness arising from the honoring by a   bank or other financial institution of a check, draft or other similar instrument drawn against insufficient   funds in the ordinary course of business;   Indebtedness of the Borrower or any of its Subsidiaries incurred to finance the purchase (i)   and development of real property (including any Sale Leaseback transaction in connection therewith) in   connection with the relocation of the Borrower’s corporate offices and the consolidation of certain other   office locations of the Borrower and its Subsidiaries (“Real Estate Finance Indebtedness”); provided that   (i) the aggregate principal amount of such Real Estate Finance Indebtedness shall not exceed the lesser of   (A) $60,000,000 and (B) seventy percent (70%) of the fair market value of the real property to be   financed in connection therewith (measured at the time of incurrence of such Real Estate Finance   Indebtedness, without giving effect to any change in fair market value thereafter), (ii) such Real Estate   Finance Indebtedness is permitted to be secured by only the real property (and any improvements   thereon) to be financed with the proceeds of such Real Estate Finance Indebtedness, (iii) the terms of such   Real Estate Finance Indebtedness shall be no more restrictive (as determined by the Borrower in good   faith), taken as a whole, than those set forth in this Agreement and the other Loan Documents, (iv) the   final maturity with respect to such Real Estate Finance Indebtedness shall be no earlier than the Latest    78   59442126_10   74897129_7    





 







Maturity Date, (v) the Borrower shall have demonstrated, in a manner reasonably satisfactory to the   Administrative Agent, that any amortization with respect to such Real Estate Finance Indebtedness shall   not (on a Pro Forma Basis after giving effect to adjustments for any sublease income and/or lease expense   and related savings) have a materially adverse impact on the free cash flow of the Borrower and its   Subsidiaries and (vi) no Event of Default shall have occurred and be continuing both before and after   giving effect to the incurrence of such Real Estate Finance Indebtedness; [reserved];   obligations in respect of bankers’ acceptances, performance bonds, surety bonds, release,(j)   appeal and similar bonds, completion guarantees, statutory obligations or with respect to workers’   compensation claims, payment obligations in connection with self insurance or similar obligations   provided by the Borrower or any of its Subsidiaries in the ordinary course of business, and obligations   owed to (including in respect of letters of credit for the benefit of) any Person in connection with   workers’ compensation, health, disability, or other employee benefit or property, casualty or liability   insurance provided by such Person to the Borrower or any of its Subsidiaries pursuant to reimbursement   or indemnification obligations to such Person, in each case incurred in the ordinary course of business,;   contingent liabilities, to the extent constituting Indebtedness, in respect of any(k)   indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of the   Borrower or any of its Subsidiaries incurred in connection with the consummation of one or more   Permitted Acquisitions;   Earn-outs and Holdbacks; provided that any such Indebtedness in the form of Earn-outs(l)   or Holdbacks shall be unsecured;   Indebtedness composing Investments permitted pursuant to Section 9.3;(m)   contingent liabilities in respect of any indemnification obligation given by a Credit Party(n)   or its Subsidiaries to a licensee or customer in the ordinary course of business;   Indebtedness with respect to letters of credit not issued under this Agreement, so long as(o)   the aggregate liability in respect of all such letters of credit does not exceed $5,000,000 at any time;   unsecured Guarantees (other than Guarantees of Indebtedness for borrowed money) in(p)   the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the   Borrower and its Subsidiaries;   Indebtedness consisting of insurance premium financing in the ordinary course of(q)   business;   unsecured Indebtedness of any Credit Party or any Subsidiary thereof not otherwise(r)   permitted pursuant to this Section; provided that (i) the Borrower shall have demonstrated compliance   with the financial covenants set forth in Section 9.13, on a Pro Forma Basis (based on the financial   statements for the most recent fiscal quarter end for which financial statements have been provided)   immediately after giving effect to the incurrence of such Indebtedness, (ii) the final maturity of such   Indebtedness shall not be prior to the date that is ninety-one (91one-hundred eighty (180) days after the   Latest Maturity Date, (iii) such Indebtedness will not have mandatory prepayment or mandatory   amortization, redemption, sinking fund or similar prepayments (other than asset sale, casualty,   condemnation or extraordinary receipts events, change of control, fundamental change, make-whole   fundamental change or similar event risk provisions providing for mandatory offers to repurchase   customary for high-yield or convertible debt securities, and, for the avoidance of doubt, any Net Share   Settlement provisions) prior to the date that is ninety-one (91one-hundred eighty (180) days after the    79   59442126_10   74897129_7    





 







Latest Maturity Date at the time of the issuance of such Indebtedness, (iv) such Indebtedness is not   guaranteed by any Domestic Subsidiary that is not a Subsidiary Guarantor, (v) to the extent such   Indebtedness is subordinated in right of payment to the Obligations, any guaranty thereof by the Credit   Parties shall be expressly subordinated to the Secured Obligations on terms materially not less favorable   to the Lenders than the subordination terms of such Indebtedness, (vi) the terms of such Indebtedness,   taken as a whole, are not materially more restrictive on the Borrower and its Subsidiaries than the terms   of the Loan Documents, taken as a whole (as determined in good faith by the Borrower, it being   understood that (1) customary repurchase obligations described in the parenthetical to clause (iii) above   and (2) customary additional interest provisions for failure to file required reports or additional interest in   lieu of customary events of default, in each case shall not be materially more restrictive), and (vii) no   Event of Default shall have occurred and be continuing or result from the incurrence of such   Indebtedness; and   other Indebtedness in an aggregate principal amount outstanding at any time not to(s)   exceed $5,000,000.   Liens.  Create, incur, assume or suffer to exist, any Lien on or with respect toSECTION 9.2   any of its Property, whether now owned or hereafter acquired, except:   Liens created pursuant to the Loan Documents (including, without limitation, Liens in(a)   favor of the Swingline Lender and/or the Issuing Lender, as applicable, on Cash Collateral granted   pursuant to the Loan Documents);   Liens in existence on the Closing Date and described on Schedule 9.2 to the Disclosure(b)   Letter, and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered   to exist in connection with any Permitted Refinancing Indebtedness pursuant to Section 9.1(c) (solely to   the extent that such Liens were in existence on the Closing Date and described on Schedule 9.2 to the   Disclosure Letter)); provided that the scope of any such Lien shall not be increased, or otherwise   expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the   Closing Date, except for products and proceeds of the foregoing;   Liens for taxes, assessments and other governmental charges or levies (excluding any(c)   Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or as to   which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or (ii)   which are being contested in good faith and by appropriate proceedings if adequate reserves are   maintained to the extent required by GAAP;   the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords(d)   for labor, materials, supplies or rentals incurred in the ordinary course of business, which (i) are not   overdue for a period of more than thirty (30) days, or if more than thirty (30) days overdue, no action has   been taken to enforce such Liens and such Liens are being contested in good faith and by appropriate   proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not,   individually or in the aggregate, materially impair the use thereof in the operation of the business of the   Borrower or any of its Subsidiaries;   deposits or pledges made in the ordinary course of business in connection with, or to(e)   secure payment of, obligations under workers’ compensation, unemployment insurance and other types of   social security or similar legislation, or to secure the performance of bids, trade contracts and leases (other   than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or   litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of    80   59442126_10   74897129_7    





 







business, in each case, so long as no foreclosure sale or similar proceeding has been commenced with   respect to any material portion of the Collateral on account thereof;   encumbrances in the nature of zoning restrictions, easements and rights or restrictions of(f)   record on the use of real property, which in the aggregate are not substantial in amount and which do not,   in any case, materially detract from the value of such property or materially impair the use thereof in the   ordinary conduct of business;   Liens arising from the filing of precautionary UCC financing statements relating solely to(g)   personal property leased pursuant to operating leases entered into in the ordinary course of business of the   Borrower and its Subsidiaries;   Liens securing Indebtedness permitted under Section 9.1(d) and (i); provided that (i) such(h)   Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as   applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than   the Property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not   increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed   one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount   (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable);   Liens securing judgments for the payment of money not constituting an Event of Default(i)   under Section 10.1(l) or securing appeal or other surety bonds relating to such judgments;   (i) Liens on Property (i) of any Subsidiary which are in existence at the time that such(j)   Subsidiary is acquired pursuant to a Permitted Acquisition or an Investment permitted pursuant to Section   9.3 and (ii) of the Borrower or any of its Subsidiaries existing at the time such tangible property or   tangible assets are purchased or otherwise acquired by the Borrower or such Subsidiary thereof pursuant   to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing   clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such   Permitted Acquisition or other Investment, (B) such Liens do not attach to any other Property of the   Borrower or any of its Subsidiaries not securing such Indebtedness at the date of such Permitted   Acquisition or other Investment and (C) the Indebtedness secured by such Liens is permitted under   Section 9.1(e));   (i) Liens of a collecting bank arising in the ordinary course of business under Section(k)   4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any   depositary bank in connection with statutory, common law and contractual rights of set-off and   recoupment with respect to any deposit account of the Borrower or any Subsidiary thereof;   (i) contractual or statutory Liens of landlords to the extent relating to the property and(l)   assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers   (including sellers of goods) or customers granted in the ordinary course of business to the extent limited   to the property or assets relating to such contract;   Liens solely on any cash earnest money deposits made by the Borrower or any of its(m)   Subsidiaries in connection with any letter of intent or purchase agreement with respect to a Permitted   Acquisition;   any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any(n)   assets under any license or lease agreement entered into in the ordinary course of business which do not   (i) interfere in any material respect with the business of the Borrower or its Subsidiaries or materially    81   59442126_10   74897129_7    





 







detract from the value of the relevant assets of the Borrower or its Subsidiaries or (ii) secure any   Indebtedness;   leases, licenses, subleases and sublicenses granted to others in the ordinary course of(o)   business that do not interfere in any material respect with the business of the Borrower and its   Subsidiaries, taken as a whole; and   Liens in favor of customs and revenue authorities arising as a matter of law to secure(p)   payment of customs duties in connection with the importation of goods;   Liens on cash collateral to secure the letters of credit permitted under Section 9.1(o);(q)   Liens arising out of conditional sale, title retention, consignment or similar arrangements(r)   for sale of goods by any of the Borrower or its Subsidiaries in the ordinary course of business;   customary encumbrances or restrictions (including put and call arrangements) with(s)   respect to the Equity Interests of any joint venture in favor of the other parties to such joint venture;   Liens on specific items of inventory or other goods and the proceeds thereof securing(t)   obligations in respect of documentary letters of credit or bankers’ acceptances issued or created for the   account of Borrower or any of its Subsidiaries in the ordinary course of business to facilitate the purchase,   shipment or storage of such inventory or other goods;   Liens granted in the ordinary course of business on the unearned portion of insurance(u)   premiums securing the financing of insurance premiums to the extent the financing is permitted under   Section 9.1(q); and   Liens not otherwise permitted hereunder on assets (other than intellectual property or(v)   Equity Interests in Subsidiaries constituting Collateral) securing Indebtedness or other obligations in the   aggregate principal amount not to exceed $5,000,000 at any time outstanding.   Investments.  Purchase, own, invest in or otherwise acquire (in oneSECTION 9.3   transaction or a series of transactions) any Equity Interests, interests in any partnership or joint venture   (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness   or other obligation or security, substantially all or a portion of the business or assets of any other Person   or any other investment or interest whatsoever in any other Person, or make or permit to exist any loans,   advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person   (all the foregoing, “Investments”) except:   (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing(a)   Date;   (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries   existing on the Closing Date) and described on Schedule 9.3 to the Disclosure Letter;   (iii) Investments (including the creation and capitalization of new Subsidiaries) made   after the Closing Date by any Credit Party in any other Credit Party;   (iv) Investments (including the creation and capitalization of new Subsidiaries) made   after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;    82   59442126_10   74897129_7    





 







(v) Investments made after the Closing Date by any Non-Guarantor Subsidiary in   any Credit Party; provided that any Indebtedness owing by such Credit Party to such   Non-Guarantor Subsidiary shall be subordinated in right of payment to the Obligations on terms   and conditions reasonably satisfactory to the Administrative Agent; and   (vi) Investments (including the creation and capitalization of new Subsidiaries) made   after the Closing Date by any Credit Party in any Non-Guarantor Subsidiary in an aggregate   amount at any time outstanding not to exceed $20,000,000; provided that (A) no Default or Event   of Default shall have occurred and be continuing, (B) the Borrower shall have Liquidity of not   less than $35,000,000 after giving effect thereto and (C) any Investments in the form of loans or   advances made by any Credit Party to any Non-Guarantor Subsidiary pursuant to this clause (vi)   shall be evidenced by a demand note in form and substance reasonably satisfactory to the   Administrative Agent and shall be pledged and delivered to the Administrative Agent pursuant to   the Security Documents);   Investments in cash and Cash Equivalents;(b)   Investments by the Borrower or any of its Subsidiaries consisting of capital expenditures(c)   permitted by this Agreement;   deposits made in the ordinary course of business to secure the performance of leases or(d)   other obligations as permitted by Section 9.2;   (i) Hedge Agreements permitted pursuant to Section 9.1 and (ii) Permitted Call Spread (e)   Agreements;   purchases of assets in the ordinary course of business;(f)   Investments by the Borrower or any Subsidiary thereof in the form of Permitted(g)   Acquisitions to the extent that any Person or Property acquired in such Permitted Acquisition becomes a   part of the Borrower or a Subsidiary Guarantor or becomes (whether or not such Person is a   Wholly-Owned Subsidiary) a Subsidiary Guarantor to the extent required by Section 8.13;   Investments in the form of non-cash loans to employees, officers, and directors of the(h)   Borrower or any of its Subsidiaries for the purpose of purchasing Equity Interests in the Borrower so long   as the proceeds of such loans are used, in their entirety, to purchase such Equity Interests in the Borrower;   Investments in the form of Restricted Payments permitted pursuant to Section 9.6;(i)   Guarantees permitted pursuant to Section 9.1 and Guarantees of liabilities not(j)   constituting Indebtedness to the extent such guarantees or liabilities are not otherwise prohibited by this   Agreement;   Investments acquired in connection with the satisfaction or enforcement of Indebtedness(k)   or claims due or owing to any Credit Party or any Subsidiary thereof (in bankruptcy of customers or   suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or   claims;   Investments received in connection with Assets Dispositions permitted by Section 9.5;(l)   Investments consisting of extensions of trade credit in the ordinary course of business;(m)    83   59442126_10   74897129_7    





 







loans or advances to officers, directors and employees of the Borrower and its(n)   Subsidiaries for reasonable and customary business-related travel, entertainment, relocation and similar   ordinary business purposes;   advances of payroll payments to employees in the ordinary course of business;(o)   Investments consisting of deposit and investment accounts holding cash and Cash(p)   Equivalents of the Borrower and its Subsidiaries;   Investments in negotiable instruments deposited or to be deposited for collection in the(q)   ordinary course of business;   advances made in connection with purchases of goods or services in the ordinary course(r)   of business;   Investments consisting of earnest money deposits required in connection with a Permitted(s)   Acquisition or consisting of earnest money deposits required in connection with an acquisition of   property not otherwise prohibited hereunder;   Investments not otherwise permitted pursuant to this Section in an aggregate amount not(t)   to exceed $5,000,000 at any time outstanding; provided that, immediately before and immediately after   giving pro forma effect to any such Investments, (i) no Default or Event of Default shall have occurred   and be continuing, (ii) the Borrower shall have demonstrated compliance (based on the financial   statements for the most recent fiscal quarter end for which financial statements have been provided) with   the financial covenants set forth in Section 9.13 and (iii) the Borrower shall have Liquidity of not less   than $35,000,000; and   Investments not otherwise permitted pursuant to this Section; provided that, immediately(u)   before and immediately after giving pro forma effect to any such Investments, (i) no Default or Event of   Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance (based on the   financial statements for the most recent fiscal quarter end for which financial statements have been   provided) with a Consolidated Net Leverage Ratio of not greater than 3.25 to 1.00 and (iii) the Borrower   shall have Liquidity of not less than $35,000,000.   For purposes of determining the amount of any Investment outstanding for purposes of this Section 9.3,   such amount shall be deemed to be the amount of such Investment when made, purchased or acquired   (without adjustment for subsequent increases or decreases in the value of such Investment) less any   amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed   the original amount invested).   Fundamental Changes.  Merge, consolidate or consummate any similarSECTION 9.4   combination with, or enter into any Asset Disposition of all or substantially all of its assets (whether in a   single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve   itself (or suffer any liquidation or dissolution) except:   (i) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or(a)   into, or be liquidated into, the Borrower (provided that the Borrower shall be the continuing or surviving   entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into,   or be liquidated into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the   continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity    84   59442126_10   74897129_7    





 







shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.13 in the time periods   specified therein in connection with such transaction);   any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated(b)   or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary (ii) any   Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated   with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;   Asset Dispositions permitted by Section 9.5 (including an Asset Disposition consisting of (c)   a disposition of a Subsidiary by means of a merger transaction);   any Subsidiary may dispose of all or substantially all of its assets (upon voluntary(d)   liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided   that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such   disposition shall not exceed the fair value of such assets;   (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or(e)   substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any   other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary   may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or   otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;   any Subsidiary of the Borrower may merge with or into the Person such Subsidiary was(f)   formed to acquire in connection with any acquisition permitted hereunder (including, without limitation,   any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided that in the case of any merger   involving a Subsidiary that is a Subsidiary Guarantor, (i) a Subsidiary Guarantor shall be the continuing   or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall   become a Subsidiary Guarantor and the Borrower shall comply with Section 8.13 in the time periods   specified therein in connection with such transaction; and   any Person may merge into the Borrower or any of its Subsidiaries in connection with a(g)   Permitted Acquisition permitted pursuant to Section 9.3(g); provided that (i) in the case of a merger   involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the   Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower   or a Subsidiary of the Borrower.   Asset Dispositions.  Make any Asset Disposition except:SECTION 9.5   the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of(a)   the Borrower or any of its Subsidiaries or non-core assets acquired in a Permitted Acquisition;   non-exclusive licenses and sublicenses of intellectual property rights in the ordinary(b)   course of business not interfering, individually or in the aggregate, in any material respect with the   conduct of the business of the Borrower and its Subsidiaries;   leases, subleases, licenses or sublicenses of real or personal property granted by the(c)   Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the   value of such real or personal property or interfering in any material respect with the business of the   Borrower or any of its Subsidiaries;    85   59442126_10   74897129_7    





 







Asset Dispositions in connection with the receipt by any Credit Party or any of its (d)   Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss,   physical destruction or damage, taking or similar event with respect to any of their respective   Property;Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are   complied with in connection therewith;   Assets Dispositions in connection with transactions permitted by Section 9.2, Section 9.4(e)   and Section 9.3, in each case to the extent constituting Asset Dispositions;   the sale of inventory in the ordinary course of business;(f)   the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to any other(g)   transaction permitted pursuant to Section 9.4;   the write-off, discount, sale or other disposition of defaulted or past-due receivables and(h)   similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable   financing transaction;   the disposition of Investments in cash and Cash Equivalents;(i)   the transfer (i) by any Credit Party of its assets to any other Credit Party, (ii) by any(j)   Non-Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new   transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets   as determined in good faith at the time of such transfer), (iii) by any Non-Guarantor Subsidiary of its   assets to any other Non-Guarantor Subsidiary and (iv) by any Credit Party of its assets to any   Non-Guarantor Subsidiary subject to the limitation and requirements set forth in Section 9.3(a)(vi)   (provided that in connection with any new transfer, such Non-Guarantor Subsidiary shall not pay less   than an amount equal to the fair market value of such assets as determined in good faith at the time of   such transfer);   the lapse of registered intellectual property of the Borrower and its Subsidiaries to the(k)   extent not economically desirable in the conduct of their business;   (i) the sale of any Subsidiary’s Equity Interests to the Borrower or any Subsidiary(l)   Guarantor and (ii) the issuance of directors’ qualifying shares and nominal shares issued to foreign   nationals to the extent required by Applicable Law;   (i) the transfer for fair value of Property (including Equity Interests of Subsidiaries) to(m)   another Person in connection with a joint venture arrangement with respect to such transferred Property   so long as, after accounting for the value of such transferred Property, the requirements of Section 9.3 are   complied with in connection therewith, and (ii) Asset Dispositions of Investments in joint ventures to the   extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture   parties set forth in joint venture arrangements and similar binding arrangements;   the unwinding of Hedge Agreements permitted hereunder and Permitted Call Spread (n)   Agreements pursuant to their terms;   Asset Dispositions in respect of fixed assets (which, for the avoidance of doubt, shall not(o)   include any intellectual property) to the extent that (i) such fixed assets are exchanged for credit against   the purchase price of similar replacement fixed assets or (ii) the proceeds of such Asset Disposition are   promptly applied to the purchase price of such replacement fixed assets;    86   59442126_10   74897129_7    





 







Asset Dispositions in Sale Leaseback transactions in connection with Indebtedness(p)   permitted pursuant to SectionsSection 9.1(d) and (i); and   Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at(q)   the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such   Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received   shall be no less than seventy-five percent (75%) in cash, and (iii) the aggregate fair market value of all   property disposed of in reliance on this clause (q) shall not exceed ten percent (10%) of the Consolidated   tangible assets of the Borrower and its Subsidiaries, as shown on the most recent balance sheet of the   Borrower delivered pursuant to Section 6.1(e)(i) or Section 8.1(a) or (b), as applicable, in any Fiscal   Year; provided further that the requirements of Section 4.4(b) are complied with in connection therewith.   Restricted Payments.  Declare or pay any dividend on, or make any paymentSECTION 9.6   or other distribution on account of, or purchase, redeem, retire or otherwise acquire, or set apart assets for   a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any   class of Equity Interests of any Credit Party or any Subsidiary thereof, or make any distribution of cash,   property or assets to the holders of shares of any Equity Interests of any Credit Party or any Subsidiary   thereof (all of the foregoing, the “Restricted Payments”) provided that:   so long as no Default or Event of Default has occurred and is continuing or would result(a)   therefrom, the Borrower or any of its Subsidiaries may pay dividends in shares of its own Qualified   Equity Interests;   any Subsidiary of the Borrower may pay cash dividends to the Borrower or any(b)   Subsidiary Guarantor (and, if applicable, to other holders of its outstanding Qualified Equity Interests on   a pro rata basis);   (i) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may make Restricted(c)   Payments to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary (and, if applicable, to   other holders of its outstanding Equity Interests on a ratable basis) and (ii) any Non-Guarantor Subsidiary   that is a Foreign Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary (and,   if applicable, to other holders of its outstanding Equity Interests on a ratable basis);   so long as no Default or Event of Default has occurred and is continuing or would result(d)   therefrom, the Borrower may make Restricted Payments to redeem, retire or otherwise acquire shares of   its Equity Interests or options or other equity or phantom equity in respect of its Equity Interests from   present or former officers, employees, directors or consultants (or their family members or trusts or other   entities for the benefit of any of the foregoing) (i) to the extent that such purchase is made with the net   cash proceeds of any offering of equity securities of or capital contributions to the Borrower or (ii)   otherwise in an aggregate amount not to exceed $5,000,000 during any Fiscal Year;   the Borrower may make Restricted Payments consisting of the repurchase of fractional(e)   shares of its Equity Interests arising out of stock dividends, splits or combinations, or conversions of   convertible securities;   to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may(f)   enter into and consummate transactions expressly permitted pursuant to any provision of Sections 9.4 and   9.5.   the Borrower may declare and make Restricted Payments not otherwise permitted(g)   pursuant to this Section in an aggregate amount, when taken together with payments made under Section    87   59442126_10   74897129_7    





 







9.9(b)(v), not to exceed $20,000,000 in any Fiscal Year; provided that, immediately before and   immediately after giving pro forma effect to the making of any such Restricted Payment, (i) no Default or   Event of Default shall have occurred and be continuing and (ii) the Borrower shall (A) have demonstrated   compliance (based on the financial statements for the most recent fiscal quarter end for which financial   statements have been provided) with the financial covenants set forth in Section 9.13 and (B) have   Liquidity of not less than $35,000,000; and   the Borrower may declare and make Restricted Payments not otherwise permitted(h)   pursuant to this Section; provided that, immediately before and immediately after giving pro forma effect   to the making of any such Restricted Payment, (i) no Default or Event of Default shall have occurred and   be continuing and (ii) the Borrower shall (A) be in compliance (based on the financial statements for the   most recent fiscal quarter end for which financial statements have been provided) with a Consolidated Net   Leverage Ratio of not greater than 3.25 to 1.00 and (B) have Liquidity of not less than $35,000,000.   Transactions with Affiliates.  Directly or indirectly enter into any transaction,SECTION 9.7   including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any   service or the payment of any management, advisory or similar fees, with any Affiliate of the Borrower or   any of its Subsidiaries, other than:   transactions permitted by Sections 9.1, 9.3, 9.4, 9.5 and 9.6;(a)   transactions existing on the Closing Date and described on Schedule 9.7 to the Disclosure(b)   Letter;   transactions among Credit Parties;(c)   other transactions in the ordinary course of business on terms as favorable as would be(d)   obtained by it on a comparable arm’s-length transaction with an independent, unrelated third party;   employment and severance arrangements (including equity incentive plans and employee(e)   benefit plans and arrangements) with their respective officers and employees in the ordinary course of   business; and   payment of customary fees and reasonable out of pocket costs to, and indemnities for the(f)   benefit of, directors (or their equivalent), officers and employees of the Borrower and its Subsidiaries in   the ordinary course of business to the extent attributable to the ownership or operation of the Borrower   and its Subsidiaries.   Accounting Changes; Organizational Documents.SECTION 9.8   Change its Fiscal Year end or make  any material change in its accounting treatment and(a)   reporting practices except as permitted by GAAP, in each case, without the consent of the Administrative   Agent.   Amend, modify or change its articles of incorporation (or corporate charter or other(b)   similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in   any manner materially adverse to the rights or interests of the Lenders.   Payments and Modifications of Junior Indebtedness.SECTION 9.9    88   59442126_10   74897129_7    





 







Amend, modify, waive or supplement (or permit the modification, amendment, waiver or(a)   supplement of) any of the terms or provisions of any Junior Indebtedness in any respect which would   materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder.   Make any payment or prepayment on, or redeem or acquire for value (including, without(b)   limitation, (x) by way of depositing with any trustee with respect thereto money or securities before due   for the purpose of paying when due and (y) at the maturity thereof) any Junior Indebtedness, except:   with the proceeds of Permitted Refinancing Indebtedness in respect thereof;(i)   payments in exchange for, or with proceeds of any issuance of, Qualified Equity(ii)   Interests of the Borrower or any Subsidiary;   payments (i) as a result of the conversion or exchange of all or any portion of any(iii)   Junior Indebtedness into Qualified Equity Interests of the Borrower or any Subsidiary or in   connection with Net Share Settlement of the conversion of any Junior Indebtedness, and (ii) in   connection with events of the type described in the parenthetical to clause (iii) of Section 9.1(r)   that does not result from a default thereunder or an event of the type that constitutes an Event of   Default (excluding a Change in Control);   payments of interest and customary fees, expenses and premiums in respect of(iv)   any Junior Indebtedness permitted pursuant to Section 9.1 (to the extent not prohibited by any   subordination provisions set forth therein or in any subordination agreement with respect thereto);   the payments not otherwise permitted pursuant to this Section in an aggregate(v)   amount, when taken together with Restricted Payments made under Section 9.6(g), not to exceed   $20,000,000 in any Fiscal Year; provided that, immediately before and immediately after giving   pro forma effect to the making of any such payment, (A) no Default or Event of Default shall   have occurred and be continuing and (B) the Borrower shall (1) have demonstrated compliance   (based on the financial statements for the most recent fiscal quarter end for which financial   statements have been provided) with the financial covenants set forth in Section 9.13 and (2) have   Liquidity of not less than $35,000,000;   payments not otherwise permitted pursuant to this Section; provided that,(vi)   immediately before and immediately after giving pro forma effect to the making of any such   payment, (A) no Default or Event of Default shall have occurred and be continuing and (B) the   Borrower shall (1) be in compliance (based on the financial statements for the most recent fiscal   quarter end for which financial statements have been provided) with a Consolidated Net Leverage   Ratio of not greater than 3.25 to 1.00 and (2) have Liquidity of not less than $35,000,000;   (vii) (A) scheduled principal and interest payments on Real Estate Finance   Indebtedness (including any mandatory prepayments required from any disposition or insurance   event with respect to the real estate financed thereby) and (B) non-scheduled principal and   interest payments on Real Estate Finance Indebtedness in an aggregate amount not to exceed   twenty percent (20%) of Consolidated EBITDA in any Fiscal Year (determined as of the last day   of the most recent Fiscal Year for which financial statements have been delivered pursuant to   Section 8.1(a)); and   (viii) payments of Earn-outs and Holdbacks; provided that, immediately before(ix)   and immediately after the making of any such payment, no Default or Event of Default shall have   occurred and be continuing.    89   59442126_10   74897129_7    





 







No Further Negative Pledges; Restrictive Agreements.SECTION 9.10   Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the(a)   creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter   acquired, or requiring the grant of any security for such obligation if security is given for some other   obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any   document or instrument governing Indebtedness incurred pursuant to Section 9.1(d), (i) and (s) (provided   that any such restriction contained therein relates only to the asset or assets financed thereby), (iii)   restrictions contained in the organizational documents of any Non-Guarantor Subsidiary, (iv)  restrictions   in connection with any Permitted Lien or any document or instrument governing any Permitted Lien   (provided that any such restriction contained therein relates only to the asset or assets subject to such   Permitted Lien), (v) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes   a Subsidiary of the Borrower (which obligation is not applicable to any Person, or the properties or assets   of any Person, other than such Subsidiary), so long as such obligations are not entered into in   contemplation of such Person becoming a Subsidiary, and any extension or renewal thereof so long as   such extension or renewal does not expand the scope of such restrictions in any material respect, (vi)   customary anti-assignment provisions in contracts restricting the assignment thereof, (vii) restrictions   existing on the Closing Date and described on Schedule 9.10 to the Disclosure Letter and any extension   or renewal thereof so long as such extension or renewal does not expand the scope of such restrictions in   any material respect, (viii) customary provisions in joint venture agreements and other similar agreements   applicable to joint ventures permitted under Section 9.3, (ix) restrictions imposed by Applicable Law, (x)   customary restrictions contained in leases, subleases or licenses otherwise permitted hereby so long as   such restrictions relate only to the assets subject thereto, (xi) customary provisions restricting subletting   or assignment of any lease governing a leasehold interest of the Borrower and its Subsidiaries, (xii)   restrictions on cash or Cash Equivalents or deposits imposed by customers under contracts entered into in   the ordinary course of business (or otherwise constituting Liens permitted by Section 9.2 on such cash or   Cash Equivalents or deposits), (xiii) customary net worth provisions contained in real property leases or   licenses of intellectual property entered into by the Borrower or any of its Subsidiaries, so long as the   Borrower has determined in good faith that such net worth provisions could not reasonably be expected to   impair the ability of the Credit Parties and their Subsidiaries to meet their ongoing obligations and (xiv)   customary restrictions and conditions contained in asset sale agreements, purchase agreements,   acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the   Borrower or any Subsidiary and permitted by this Agreement, solely to the extent in effect pending   consummation of such transaction and so long as such restrictions relate only to the assets subject thereto.   Create or otherwise cause or suffer to exist or become effective any consensual(b)   encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) pay   dividends or make any other distributions to any Credit Party or any Subsidiary on its Equity Interests or   with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness   or other obligation owed to any Credit Party, (iii) make loans or advances to any Credit Party or (iv) sell,   lease or transfer any of its properties or assets to any Credit, except in each case for such encumbrances or   restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B)   Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section   9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired in   connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted   Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such   Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes   a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such   Person becoming a Subsidiary, and any extension or renewal thereof so long as such extension or renewal   does not expand the scope of such restrictions in any material respect, (F) customary restrictions   contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to    90   59442126_10   74897129_7    





 







Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (G)   customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise   permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H)   customary provisions restricting assignment of any agreement entered into in the ordinary course of   business (I) restrictions existing on the Closing Date and described on Schedule 9.10 to the Disclosure   Letter and any extension or renewal thereof so long as such extension or renewal does not expand the   scope of such restrictions in any material respect, (J) customary provisions in joint venture agreements   and other similar agreements applicable to joint ventures permitted under Section 6.3, (K) customary   provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower   and its Subsidiaries, (L) restrictions on cash or Cash Equivalents or deposits imposed by customers under   contracts entered into in the ordinary course of business (or otherwise constituting Liens permitted by   Section 9.2 on such cash or Cash Equivalents or deposits), (M) customary net worth provisions contained   in real property leases or licenses of intellectual property entered into by the Borrower or any of its   Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could   not reasonably be expected to impair the ability of the Credit Parties and their Subsidiaries to meet their   ongoing obligations and (N) customary restrictions and conditions contained in asset sale agreements,   purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation)   entered into by the Borrower or any Subsidiary solely to the extent in effect pending consummation of   such transaction and so long as such restrictions relate only to the assets subject thereto.   Nature of Business.  Engage in any business other than the businessSECTION 9.11   conducted by the Borrower and its Subsidiaries as of the Closing Date and business activities reasonably   related, incidental, complimentary or ancillary thereto.   Amendments of Other Documents.  Amend, modify, waive or supplement (orSECTION 9.12   permit modification, amendment, waiver or supplement of) any of the terms or provisions of any Material   Contract, in any respect which would materially and adversely affect the rights or interests of the   Administrative Agent and the Lenders hereunder, in each case, without the prior written consent of the   Administrative Agent.   Financial Covenants.SECTION 9.13   Consolidated Net Leverage Ratio.  As of the last day of any fiscal quarter, permit the (a)   Consolidated Net Leverage Ratio to be greater than 3.50 to 1.00.   (a) Consolidated Net Leverage Ratio.  As of the last day of any fiscal quarter, permit the   Consolidated Net Leverage Ratio to be greater than 3.50 to 1.00; provided thatNotwithstanding the   foregoing, (i) upon the consummation of any Permitted Acquisition having aggregate consideration   (including cash, Cash Equivalents, Equity Interests, Earn-outs, Holdbacks and other deferred payment   obligations) in excess of $50,000,000, the Borrower may, at its election (in connection with such   Permitted Acquisition and by not less than five (5) Business Days’ written notice to the Administrative   Agent prior to delivery of financial statements pursuant to Section 8.1(a) or (b) for the fiscal quarter   ended immediately after the consummation of such Permitted Acquisition), increase the required   Consolidated Net Leverage Ratio pursuant to this Section to 3.75 to 1.00 solely for each fiscal quarter   ending during the twelve (12) month period immediately following such Permitted Acquisition; provided   further that the Borrower shall be permitted to exercise such increase option hereunderunder this clause   (i) no more than one time during any consecutive twenty-four (24) month period, and (ii) upon the   completion of a Qualified Unsecured Debt Issuance, the Borrower may, at its election (in connection with   such Qualified Unsecured Debt Issuance and by not less than five (5) Business Days’ written notice to the   Administrative Agent prior to delivery of financial statements pursuant to Section 8.1(a) or (b) for the   fiscal quarter ended immediately after the consummation of such Qualified Unsecured Debt Issuance),    91   59442126_10   74897129_7    





 







increase the required Consolidated Net Leverage Ratio pursuant to this Section to 4.00 to 1.00 solely   during the period for which such Qualified Unsecured Debt Issuance is outstanding; provided that the   Borrower shall be permitted to exercise such increase option under this clause (ii) no more than one time   during the term of this Agreement.   Consolidated Interest Coverage Ratio.  As of the last day of any fiscal quarter, permit the(b)   Consolidated Interest Coverage Ratio to be less than 3.00 to 1.00.   ARTICLE X   DEFAULT AND REMEDIES   Events of Default.  Each of the following shall constitute an Event ofSECTION 10.1   Default:   Default in Payment of Principal of Loans and Reimbursement Obligations.  The(a)   Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and   as due (whether at maturity, by reason of acceleration or otherwise).   Other Payment Default.  The Borrower shall default in the payment when and as due(b)   (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement   Obligation or the payment of any other Obligation, and such default shall continue for a period of three   (3) Business Days.   Misrepresentation.  Any representation, warranty, certification or statement of fact made(c)   or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, in any   other Loan Document, or in any document delivered in connection herewith or therewith that is subject to   materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when   made or deemed made or any representation, warranty, certification or statement of fact made or deemed   made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, any other Loan   Document, or in any document delivered in connection herewith or therewith that is not subject to   materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material   respect when made or deemed made.   Default in Performance of Certain Covenants.  Any Credit Party or any Subsidiary(d)   thereof shall default in the performance or observance of any covenant or agreement contained in   Sections 8.1, 8.2, 8.3, 8.4 (with respect to the existence of any Credit Party), 8.12, 8.13, 8.14 or 8.15 or   Article IX.   Default in Performance of Other Covenants and Conditions.  Any Credit Party or any(e)   Subsidiary thereof shall default in the performance or observance of any term, covenant, condition or   agreement contained in this Agreement (other than as specifically provided for in this Section) or any   other Loan Document and such default shall continue for a period of thirty (30) days after the earlier of (i)   the Administrative Agent’s delivery of written notice thereof to the Borrower and (ii) a Responsible   Officer of any Credit Party having obtained knowledge thereof.   Indebtedness Cross-Default.  Any Credit Party or any Subsidiary thereof shall (i) default(f)   in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) the   aggregate principal amount (including undrawn committed or available amounts), or with respect to any   Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond   the period of grace if any, provided in the instrument or agreement under which such Indebtedness was    92   59442126_10   74897129_7    





 







created, or (ii) default in the observance or performance of any other agreement or condition relating to   any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate principal   amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement,   the Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any   instrument or agreement evidencing, securing or relating thereto or any other event shall occur or   condition exist, the effect of which default or other event or condition is to cause, or to permit the holder   or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with   the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its   stated maturity (any applicable grace period having expired); provided that this clause (ii) shall not apply   to (x) secured Indebtedness becoming due solely as a result of the voluntary sale or transfer of the assets   securing such Indebtedness, if such sale or transfer is permitted hereunder and so long as such   Indebtedness is repaid when required under the documentation for such Indebtedness, (y) any events of   the type described in the parenthetical to clause (iii) of Section 9.1(r), or any conversion or settlement   provisions with respect to any Convertible Debt Securities or the satisfaction of any condition to   conversion or required repurchase with respect to any Convertible Debt Securities, in each case not   resulting from an event of default thereunder or an event of the type that constitutes an Event of Default   (excluding a Change in Control); or (z) any early payment requirement or unwinding or termination with   respect to any Permitted Call Spread Agreement.   Change in Control.  Any Change in Control shall occur.(g)   Voluntary Bankruptcy Proceeding.  Any Credit Party or any Subsidiary (other than any(h)   Immaterial Subsidiary or any Excluded Subsidiary) thereof shall (i) commence a voluntary case under   any Debtor Relief Laws, (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii)   consent to or fail to contest in a timely and appropriate manner any petition filed against it in an   involuntary case under any Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely   and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee,   or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its   inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors,   or (vii) take any corporate action for the purpose of authorizing any of the foregoing.   Involuntary Bankruptcy Proceeding.  A case or other proceeding shall be commenced(i)   against any Credit Party or any Subsidiary (other than any Immaterial Subsidiary or any Excluded   Subsidiary) thereof in any court of competent jurisdiction seeking (i) relief under any Debtor Relief Laws,   or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any   Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and   such case or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive   days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an   order for relief under such federal bankruptcy laws) shall be entered.   Failure of Agreements.  Any provision of this Agreement or any provision of any other(j)   Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Subsidiary   thereof party thereto or any such Person shall so state in writing, or any Loan Document shall for any   reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security   interest in, any of the Collateral purported to be covered thereby, in each case other than in accordance   with the express terms hereof or thereof.   ERISA Events.  The occurrence of any of the following events: (i) any Credit Party or(k)   any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of   any Pension Plan or Sections 412 or 430 of the Code, any Credit Party or any ERISA Affiliate is required   to pay as contributions thereto and such unpaid amounts are in excess of the Threshold Amount, (ii) a    93   59442126_10   74897129_7    





 







Termination Event or (iii) any Credit Party or any ERISA Affiliate as employers under one or more   Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan and the   plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has   incurred a withdrawal liability requiring payments in an amount exceeding the Threshold Amount.   Judgment.  A judgment or order for the payment of money which causes the aggregate(l)   amount of all such judgments or orders (net of any amounts paid or fully covered by independent third   party insurance as to which the relevant insurance company does not dispute coverage) to exceed the   Threshold Amount shall be entered against any Credit Party or any Subsidiary thereof by any court and   such judgment or order shall continue without having been discharged, vacated or stayed for a period of   thirty (30) consecutive days after the entry thereof.   Remedies.  Upon the occurrence and during the continuance of an Event ofSECTION 10.2   Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of   the Required Lenders, the Administrative Agent shall, by notice to the Borrower:   Acceleration; Termination of Credit Facility.  Terminate the Revolving Credit(a)   Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at   the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under   this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations,   whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be   entitled to present the documents required thereunder) and all other Obligations, to be forthwith due and   payable, whereupon the same shall immediately become due and payable without presentment, demand,   protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in   this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit   Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided,   that upon the occurrence of an Event of Default specified in Section 10.1(i) or (j), the Credit Facility shall   be automatically terminated and all Obligations shall automatically become due and payable without   presentment, demand, protest or other notice of any kind, all of which are expressly waived by each   Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.   Letters of Credit.  With respect to all Letters of Credit with respect to which presentment(b)   for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the   Borrower shall at such time deposit in a Cash Collateral account opened by the Administrative Agent an   amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts   held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of   drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit   shall have expired or been fully drawn upon, if any, shall be applied to repay the other Secured   Obligations on a pro rata basis.  After all such Letters of Credit shall have expired or been fully drawn   upon, the Reimbursement Obligation shall have been satisfied and all other Secured Obligations shall   have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the   Borrower.   General Remedies.  Exercise on behalf of the Secured Parties all of its other rights and(c)   remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of   the Secured Obligations.   Rights and Remedies Cumulative; Non-Waiver; etc.SECTION 10.3   The enumeration of the rights and remedies of the Administrative Agent and the Lenders(a)   set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent    94   59442126_10   74897129_7    





 







and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all   of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or   under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or   otherwise.  No delay or failure to take action on the part of the Administrative Agent or any Lender in   exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial   exercise of any such right, power or privilege preclude any other or further exercise thereof or the   exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of   Default.  No course of dealing between the Borrower, the Administrative Agent and the Lenders or their   respective agents or employees shall be effective to change, modify or discharge any provision of this   Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.   Notwithstanding anything to the contrary contained herein or in any other Loan(b)   Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents   against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at   law in connection with such enforcement shall be instituted and maintained exclusively by, the   Administrative Agent in accordance with Section 10.2 for the benefit of all the Lenders and the Issuing   Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its   own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)   hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swingline Lender from   exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or   Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender   from exercising setoff rights in accordance with Section 12.4 (subject to the terms of Section 5.6), or (d)   any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the   pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided,   further, that if at any time there is no Person acting as Administrative Agent hereunder and under the   other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the   Administrative Agent pursuant to Section 10.2 and (ii) in addition to the matters set forth in clauses (b),   (c) and (d) of the preceding proviso and subject to Section 5.6, any Lender may, with the consent of the   Required Lenders, enforce any rights and remedies available to it and as authorized by the Required   Lenders.   Crediting of Payments and Proceeds.  In the event that the Obligations haveSECTION 10.4   been accelerated pursuant to Section 10.2 or the Administrative Agent or any Lender has exercised any   remedy set forth in this Agreement or any other Loan Document, all payments received on account of the   Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be   applied by the Administrative Agent as follows:   First, to payment of that portion of the Secured Obligations constituting fees, indemnities,   expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity   as such, the Issuing Lender in their capacity as such and the Swingline Lender in its capacity as such,   ratably among the Administrative Agent, the Issuing Lender and Swingline Lender in proportion to the   respective amounts described in this clause First payable to them;   Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and   other amounts (other than principal and interest) payable to the Lenders under the Loan Documents,   including attorney fees, ratably among the Lenders in proportion to the respective amounts described in   this clause Second payable to them;   Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid   interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to the   respective amounts described in this clause Third payable to them;    95   59442126_10   74897129_7    





 







Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the   Loans, Reimbursement Obligations and payment obligations then owing under Secured Hedge   Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Issuing Lender,   the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in   this clause Fourth payable to them;   Fifth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize any   L/C Obligations then outstanding; and   Last, the balance, if any, after all of the Secured Obligations (other than contingent   indemnification obligations not then due) have been paid in full, to the Borrower or as otherwise required   by Applicable Law.   Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management   Agreements and Secured Hedge Agreements shall be excluded from the application described above if the   Administrative Agent has not received written notice thereof, together with such supporting   documentation as the Administrative Agent may request, from the applicable Cash Management Bank or   Hedge Bank, as the case may be.  Each Cash Management Bank or Hedge Bank not a party to this   Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be   deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the   terms of Article XI for itself and its Affiliates as if a “Lender” party hereto.   Administrative Agent May File Proofs of Claim.  In case of the pendency ofSECTION 10.5   any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party,   the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then   be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the   Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered   (but not obligated) by intervention in such proceeding or otherwise:   to file and prove a claim for the whole amount of the principal and interest owing and(a)   unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and   to file such other documents as may be necessary or advisable in order to have the claims of the Lenders,   the Issuing Lender and the Administrative Agent (including any claim for the reasonable compensation,   expenses, disbursements and advances of the Lenders, the Issuing Lender and the Administrative Agent   and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lender and the   Administrative Agent under Sections 3.3, 5.3 and 12.3) allowed in such judicial proceeding; and   to collect and receive any monies or other property payable or deliverable on any such(b)   claims and to distribute the same;   and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such   judicial proceeding is hereby authorized by each Lender and the Issuing Lender to make such payments to   the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of   such payments directly to the Lenders and the Issuing Lender, to pay to the Administrative Agent any   amount due for the reasonable compensation, expenses, disbursements and advances of the   Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent   under Sections 3.3, 5.3 and 12.3.   Credit Bidding.SECTION 10.6    96   59442126_10   74897129_7    





 







The Administrative Agent, on behalf of itself and the Lenders, shall have the right to(a)   credit bid and purchase for the benefit of the Administrative Agent and the Lenders all or any portion of   Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC,   including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the   provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under a plan of   reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by   judicial action or otherwise) in accordance with Applicable Law.   Each Lender hereby agrees that, except as otherwise provided in any Loan Documents or(b)   with the written consent of the Administrative Agent and the Required Lenders, it will not take any   enforcement action, accelerate obligations under any Loan Documents, or exercise any right that it might   otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar   dispositions of Collateral.   ARTICLE XI   THE ADMINISTRATIVE AGENT   Appointment and Authority.SECTION 11.1   Each of the Lenders and the Issuing Lender hereby irrevocably appoints Wells Fargo to(a)   act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and   authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are   delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and   powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the   Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any Subsidiary   thereof shall have rights as a third-party beneficiary of any of such provisions.  It is understood and   agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term)   with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or   express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a   matter of market custom, and is intended to create or reflect only an administrative relationship between   contracting parties.   The Administrative Agent shall also act as the “collateral agent” under the Loan(b)   Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash   Management Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative   Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and   enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured   Obligations, together with such powers and discretion as are reasonably incidental thereto (including,   without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents   on behalf of the Secured Parties).  In this connection, the Administrative Agent, as “collateral agent” and   any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this   Article XI for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted   under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the   Administrative Agent), shall be entitled to the benefits of all provisions of Articles XI and XII (including   Section 12.3, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under   the Loan Documents) as if set forth in full herein with respect thereto.   Rights as a Lender.  The Person serving as the Administrative AgentSECTION 11.2   hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may   exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”    97   59442126_10   74897129_7    





 







shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person   serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates   may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other   advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary   or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any   duty to account therefor to the Lenders.   Exculpatory Provisions.SECTION 11.3   The Administrative Agent shall not have any duties or obligations except those expressly(a)   set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be   administrative in nature.  Without limiting the generality of the foregoing, the Administrative Agent:   shall not be subject to any fiduciary or other implied duties, regardless of(i)   whether a Default or Event of Default has occurred and is continuing;   shall not have any duty to take any discretionary action or exercise any(ii)   discretionary powers, except discretionary rights and powers expressly contemplated hereby or   by the other Loan Documents that the Administrative Agent is required to exercise as directed in   writing by the Required Lenders (or such other number or percentage of the Lenders as shall be   expressly provided for herein or in the other Loan Documents), provided that the Administrative   Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,   may expose the Administrative Agent to liability or that is contrary to any Loan Document or   Applicable Law, including for the avoidance of doubt any action that may be in violation of the   automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or   termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and   shall not, except as expressly set forth herein and in the other Loan Documents,(iii)   have any duty to disclose, and shall not be liable for the failure to disclose, any information   relating to the Borrower or any of its Subsidiaries or Affiliates that is communicated to or   obtained by the Person serving as the Administrative Agent or any of its Affiliates in any   capacity.   The Administrative Agent shall not be liable for any action taken or not taken by it (i)(b)   with the consent or at the request of the Required Lenders (or such other number or percentage of the   Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be   necessary, under the circumstances as provided in Section 12.2 and Section 10.2) or (ii) in the absence of   its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final   nonappealable judgment.  The Administrative Agent shall be deemed not to have knowledge of any   Default or Event of Default unless and until notice describing such Default or Event of Default is given to   the Administrative Agent by the Borrower, a Lender or the Issuing Lender.   The Administrative Agent shall not be responsible for or have any duty to ascertain or(c)   inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or   any other Loan Document, (ii) the contents of any certificate, report or other document delivered   hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of   any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence   of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this   Agreement, any other Loan Document or any other agreement, instrument or document, (v) the   satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of   items expressly required to be delivered to the Administrative Agent or (vi) the utilization of the Issuing    98   59442126_10   74897129_7    





 







Lender’s L/C Commitment (it being understood and agreed that the Issuing Lender shall monitor   compliance with its own L/C Commitment without any further action by the Administrative Agent).   Reliance by the Administrative Agent.  The Administrative Agent shall beSECTION 11.4   entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,   consent, statement, instrument, document or other writing (including any electronic message, Internet or   intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent   or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any   statement made to it orally or by telephone and believed by it to have been made by the proper Person,   and shall not incur any liability for relying thereon.  In determining compliance with any condition   hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit,   that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative   Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the   Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender   prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may   consult with legal counsel (who may be counsel for the Borrower), independent accountants and other   experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the   advice of any such counsel, accountants or experts.   Delegation of Duties.  The Administrative Agent may perform any and all ofSECTION 11.5   its duties and exercise its rights and powers hereunder or under any other Loan Document by or through   any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any   such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their   respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent   and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their   respective activities in connection with the syndication of the Credit Facility as well as activities as   Administrative Agent.  The Administrative Agent shall not be responsible for the negligence or   misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a   final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful   misconduct in the selection of such sub-agents.   Resignation of Administrative Agent.SECTION 11.6   The Administrative Agent may at any time give notice of its resignation to the Lenders,(a)   the Issuing Lender and the Borrower.  Upon receipt of any such notice of resignation, the Required   Lenders shall have the right, with the consent of the Borrower (provided that the consent of the Borrower   shall not be required if an Event of Default has occurred and is continuing), to appoint a successor, which   shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the   United States.  If no such successor shall have been so appointed by the Required Lenders and shall have   accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its   resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective   Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the   Lenders and the Issuing Lender, appoint a successor Administrative Agent meeting the qualifications set   forth above and acceptable to the Borrower (provided that the consent of the Borrower shall not be   required if an Event of Default has occurred and is continuing).  Whether or not a successor has been   appointed, such resignation shall become effective in accordance with such notice on the Resignation   Effective Date.   If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause(b)   (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by   notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and, in    99   59442126_10   74897129_7    





 







consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by   the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as   shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall   nonetheless become effective in accordance with such notice on the Removal Effective Date.   With effect from the Resignation Effective Date or the Removal Effective Date (as(c)   applicable), (1) the retiring or removed Administrative Agent shall be discharged from its duties and   obligations hereunder and under the other Loan Documents (except that in the case of any collateral   security held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the   Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral   security until such time as a successor Administrative Agent is appointed) and (2) except for any   indemnity payments owed to the retiring or removed Administrative Agent, all payments,   communications and determinations provided to be made by, to or through the Administrative Agent shall   instead be made by or to each Lender and the Issuing Lender directly, until such time, if any, as the   Required Lenders appoint a successor Administrative Agent as provided for above.  Upon the acceptance   of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and   become vested with all of the rights, powers, privileges and duties of the retiring or removed   Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed   Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of   its duties and obligations hereunder or under the other Loan Documents.  The fees payable by the   Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless   otherwise agreed between the Borrower and such successor.  After the retiring or removed Administrative   Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this   Article and Section 12.3 shall continue in effect for the benefit of such retiring or removed Administrative   Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be   taken by any of them while the retiring or removed Administrative Agent was acting as Administrative   Agent.   Any resignation by, or removal of, Wells Fargo as Administrative Agent pursuant to this(d)   Section shall also constitute its resignation as the Issuing Lender and Swingline Lender.  Upon the   acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall   succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing   Lender, if in its sole discretion it elects to, and Swingline Lender, (b) the retiring Issuing Lender and   Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or   under the other Loan Documents, and (c) the successor Issuing Lender, if in its sole discretion it elects to,   shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such   succession or make other arrangement satisfactory to the retiring Issuing Lender to effectively assume the   obligations of the retiring Issuing Lender with respect to such Letters of Credit.   Non-Reliance on Administrative Agent and Other Lenders.  Each Lender andSECTION 11.7   the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative   Agent or any other Lender or any of their Related Parties and based on such documents and information   as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.   Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance   upon the Administrative Agent or any other Lender or any of their Related Parties and based on such   documents and information as it shall from time to time deem appropriate, continue to make its own   decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or   any related agreement or any document furnished hereunder or thereunder.   No Other Duties, Etc.  Anything herein to the contrary notwithstanding, noneSECTION 11.8   of the syndication agents, documentation agents, co-agents, arrangers or bookrunners listed on the cover   100   59442126_10   74897129_7    





 







page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other   Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the   Issuing Lender hereunder.   Collateral and Guaranty Matters.SECTION 11.9   Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential(a)   Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent, at its option   and in its discretion:   to release any Lien on any Collateral granted to or held by the Administrative(i)   Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the   termination of the Revolving Credit Commitment and payment in full of all Secured Obligations   (other than (1) contingent indemnification obligations and (2) obligations and liabilities under   Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements   satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and   the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other   arrangements satisfactory to the Administrative Agent and the Issuing Lender shall have been   made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of   or in connection with any sale or other disposition permitted under the Loan Documents, or (C) if   approved, authorized or ratified in writing in accordance with Section 12.2;   to subordinate any Lien on any Collateral granted to or held by the(ii)   Administrative Agent under any Loan Document to the holder of any Lien permitted pursuant to   Section 9.2; and   to release any Subsidiary Guarantor from its obligations under any Loan(iii)   Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under   the Loan Documents.   Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the   Administrative Agent’s authority to release or subordinate its interest in particular types or items of   property, or to release any Subsidiary Guarantor from its obligations under the Guaranty Agreement   pursuant to this Section 11.9.  In each case as specified in this Section 11.9, the Administrative Agent   will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as   such Credit Party may reasonably request to evidence the release of such item of Collateral from the   assignment and security interest granted under the Security Documents or to subordinate its interest in   such item, or to release such Subsidiary Guarantor from its obligations under the Guaranty Agreement, in   each case in accordance with the terms of the Loan Documents and this Section 11.9.  In the case of any   such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset   Disposition permitted pursuant to Section 9.5, the Liens created by any of the Security Documents on   such property shall be automatically released without need for further action by any person.   The Administrative Agent shall not be responsible for or have a duty to ascertain or(b)   inquire into any representation or warranty regarding the existence, value or collectability of the   Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any   certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be   responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.   Secured Hedge Agreements and Secured Cash Management Agreements.  NoSECTION 11.10   Cash Management Bank or Hedge Bank that obtains the benefits of Section 10.4 or any Collateral by   101   59442126_10   74897129_7    





 







virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or   to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in   respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity   as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.   Notwithstanding any other provision of this Article XI to the contrary, the Administrative Agent shall not   be required to verify the payment of, or that other satisfactory arrangements have been made with respect   to, Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative   Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge   Agreements, together with such supporting documentation as the Administrative Agent may request, from   the applicable Cash Management Bank or Hedge Bank, as the case may be.   ARTICLE XII   MISCELLANEOUS   Notices.SECTION 12.1   Notices Generally.  Except in the case of notices and other communications expressly(a)   permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other   communications provided for herein shall be in writing and shall be delivered by hand or overnight   courier service, mailed by certified or registered mail or sent by facsimile as follows:   If to the Borrower:   RealPage, Inc.   4000 International Parkway   Carrollton, Texas 75007   Attention of: James W. Harrison, Senior Vice President & Deputy   General Counsel   Telephone No.: (972) 820 3923   Facsimile No.: (972) 820 3932   E-mail: jim.harrison@realpage.com   With copies to:   Wilson Sonsini Goodrich & Rosati   Attention of: Andrew H. Hirsch   650 Page Mill Road   Palo Alto, CA 94304   Telephone No.: (650) 354-4210   Facsimile No.: (650) 493-6811   E-mail: ahirsch@wsgr.com   If to Wells Fargo as   Administrative   Agent:   Wells Fargo Bank, National Association   MAC D1109-019   1525 West W.T. Harris Blvd.   Charlotte, NC  28262   102   59442126_10   74897129_7    





 







Attention of:  Syndication Agency Services   Telephone No.:  (704) 590-2703   Facsimile No.:  (704) 715-0092   With copies to:   Attention of: John O'Leary NocitaReid R. Landers   2450 Colorado Ave, Suite 3000W   Santa Monica, CA 90404   Telephone No.: (310) 453-73297221   E-mail: john.o.nocita@wellsfargo.comreid.landers@wellsfargo.com   If to any Lender:   To the address set forth on the Register   Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be   deemed to have been given when received; notices sent by facsimile shall be deemed to have been given   when sent (except that, if not given during normal business hours for the recipient, shall be deemed to   have been given at the opening of business on the next business day for the recipient).  Notices delivered   through electronic communications to the extent provided in paragraph (b) below, shall be effective as   provided in said paragraph (b).   Electronic Communications.  Notices and other communications to the Lenders and the(b)   Issuing Lender hereunder may be delivered or furnished by electronic communication (including e-mail   and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided   that the foregoing shall not apply to notices to any Lender or the Issuing Lender pursuant to Article II if   such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that is incapable   of receiving notices under such Article by electronic communication.  The Administrative Agent or the   Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by   electronic communications pursuant to procedures approved by it, provided that approval of such   procedures may be limited to particular notices or communications.  Unless the Administrative Agent   otherwise prescribes, (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), 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;   provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent   during the normal business hours of the recipient, such notice, email or other communication shall be   deemed to have been sent at the opening of business on the next business day for the recipient.   Administrative Agent’s Office.  The Administrative Agent hereby designates its office(c)   located at the address set forth above, or any subsequent office which shall have been specified for such   purpose by written notice to the Borrower and Lenders, as the Administrative Agent’s Office referred to   herein, to which payments due are to be made and at which Loans will be disbursed and Letters of Credit   requested.   Change of Address, Etc.  Any party hereto may change its address or facsimile number(d)   for notices and other communications hereunder by notice to the other parties hereto.   103   59442126_10   74897129_7    





 







Platform.(e)   Each Credit Party agrees that the Administrative Agent may, but shall not be(i)   obligated to, make the Borrower Materials available to the Issuing Lender and the other Lenders   by posting the Borrower Materials on the Platform.   The Platform is provided “as is” and “as available.”  The Agent Parties (as(ii)   defined below) do not warrant the accuracy or completeness of the Borrower Materials or the   adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower   Materials.  No warranty of any kind, express, implied or statutory, including, without limitation,   any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party   rights or freedom from viruses or other code defects, is made by any Agent Party in connection   with the Borrower Materials or the Platform.  In no event shall the Administrative Agent or any   of its Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, any   Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any   kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the   Administrative Agent’s transmission of communications through the Internet (including, without   limitation, the Platform), except to the extent that such losses, claims, damages, liabilities or   expenses are determined by a court of competent jurisdiction by final and nonappealable   judgment to have resulted from the gross negligence or willful misconduct of such Agent Party;   provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender,   the Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive   damages, losses or expenses (as opposed to actual damages, losses or expenses).   Private Side Designation.  Each Public Lender agrees to cause at least one individual at or(f)   on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar   designation on the content declaration screen of the Platform in order to enable such Public Lender or its   delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including   United States Federal and state securities Applicable Laws, to make reference to Borrower Materials that   are not made available through the “Public Side Information” portion of the Platform and that may   contain material non-public information with respect to the Borrower or its securities for purposes of   United States Federal or state securities Applicable Laws.   Amendments, Waivers and Consents.  Except as set forth below or asSECTION 12.2   specifically provided in any Loan Document, any term, covenant, agreement or condition of this   Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any   consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by   the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and   delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower;   provided, that no amendment, waiver or consent shall:   increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving(a)   Credit Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any   case, without the written consent of such Lender;   waive, extend or postpone any date fixed by this Agreement or any other Loan Document(b)   for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them)   hereunder or under any other Loan Document without the written consent of each Lender directly and   adversely affected thereby (it being understood that a waiver of a mandatory prepayment under Section   4.4(b) shall only require the consent of the Required Term Loan Lenders);   104   59442126_10   74897129_7    





 







reduce the principal of, or the rate of interest specified herein on, any Loan or(c)   Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any   fees or other amounts payable hereunder or under any other Loan Document without the written consent   of each Lender directly and adversely affected thereby; provided that only the consent of the Required   Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth   in Section 5.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant   hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the   rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;   change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of(d)   payments or order of application required thereby without the written consent of each Lender directly and   adversely affected thereby;   change Section 4.4(b)(iv) in a manner that would alter the order of application of (e)   amounts prepaid pursuant thereto without the written consent of each Term Loan Lender directly and   adversely affected thereby;   amend, modify or waive Section 6.2 or any other provision of this Agreement if the effect (f)   of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the   case of any such amendment to a provision hereof other than Section 6.2, any substantially concurrent   request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans   when such Revolving Credit Lenders would not otherwise be required to do so, without the prior written   consent of the Required Revolving Credit Lenders;   (e) except as otherwise permitted by this Section 12.2 change any provision of this(g)   Section or reduce the percentages specified in the definitiondefinitions of “Required Lenders,” “Required   Revolving Credit Lenders” or “Required Term Loan Lenders” or any other provision hereof specifying   the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder   or make any determination or grant any consent hereunder, without the written consent of each Lender   directly and adversely affected thereby;   (f) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights(h)   and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section   9.4), in each case, without the written consent of each Lender; or   (g) release (i)  all of the Subsidiary Guarantors or (iii) Subsidiary Guarantors comprising(i)   substantially all of the credit support for the Secured Obligations, in any case, from any Guaranty   Agreement (other than as authorized in Section 11.9), without the written consent of each Lender; or   (h) release all or substantially all of the Collateral or release any Security Document(j)   (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this   Agreement or the applicable Security Document) without the written consent of each Lender;   provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the   Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender   under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be   issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline   Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender   under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the   Administrative Agent in addition to the Lenders required above, affect the rights or duties of the   Administrative Agent under this Agreement or any other Loan Document; (iv) the Engagement Letter   105   59442126_10   74897129_7    





 







may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties   thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder waived,   in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit   Application shall be promptly delivered to the Administrative Agent upon such amendment or waiver,   and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the   Loan Documents (and such amendment shall become effective without any further action or consent of   any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly   identified an obvious error or any error or omission of a technical or immaterial nature in any such   provision.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to   approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit   Commitment of such Lender may not be increased or extended without the consent of such Lender.   Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes   the Administrative Agent on its behalf, and without further consent, to enter into amendments or   modifications to this Agreement (including, without limitation, amendments to this Section 12.2) or any   of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent   reasonably deems appropriate in order to effectuate the terms of Section 2.7 (including, without   limitation, as applicable, (1) to permit the Incremental Term Loans and the Incremental Commitment   Increases to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to   include the Incremental Term Loan Commitments and the Incremental Commitment Increases, as   applicable, or outstanding Incremental Term Loans and outstanding Incremental Commitment Increases,   as applicable, in any determination of (i) Required Lenders or (ii) similar required lender terms applicable   thereto); provided that no amendment or modification shall result in any increase in the amount of any   Lender’s Revolving Credit Commitment or any increase in any Lender’s Revolving Credit Commitment   Percentage, in each case, without the written consent of such affected Lender.   Expenses; Indemnity.SECTION 12.3   Costs and Expenses.  The Borrower and any other Credit Party, jointly and severally,(a)   shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent   and its Affiliates (including the reasonable and documented fees, expenses and charges of one firm of   counsel and one local counsel, as necessary, in each appropriate jurisdiction, for the Administrative   Agent, within thirty (30) days following written demand therefor, together with reasonable backup   documentation), in connection with the syndication of the Credit Facility, the preparation, negotiation,   execution, delivery and administration of this Agreement and the other Loan Documents or any   amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions   contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket   expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or   extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and   documented out of pocket expenses incurred by the Administrative Agent, any Lender or the Issuing   Lender (including the reasonable and documented fees, expenses and charges of one firm of counsel (and,   one local counsel, as necessary, in each appropriate jurisdiction and, in the case of an actual or perceived   conflict of interest of any of the aforementioned counsel, another firm of counsel for such affected   parties) for the Administrative Agent, any Lender or the Issuing Lender, within thirty (30) days following   written demand therefor, together with reasonable backup documentation), in connection with the   enforcement or protection of its rights (A) in connection with this Agreement and the other Loan   Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of   Credit issued hereunder, including all such out of pocket expenses incurred during any workout,   restructuring or negotiations in respect of such Loans or Letters of Credit.   106   59442126_10   74897129_7    





 







Indemnification by the Borrower.  The Borrower shall indemnify the Administrative(b)   Agent (and any sub-agent thereof), each Lender and the Issuing Lender, and each Related Party of any of   the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee   harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including,   without limitation, any Environmental Claims), penalties, damages, liabilities and related expenses   (including the reasonable and documented fees, expenses and charges of one firm of counsel for all   Indemnitees (and, one local counsel, as necessary, in each appropriate jurisdiction and, in the case of an   actual or perceived conflict of interest of any of the aforementioned counsel, another firm of counsel for   such affected Indemnitees)), incurred by any Indemnitee or asserted against any Indemnitee by any   Person (including the Borrower or any other Credit Party), other than such Indemnitee and its Related   Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement,   any other Loan Document or any agreement or instrument contemplated hereby or thereby, the   performance by the parties hereto of their respective obligations hereunder or thereunder or the   consummation of the transactions contemplated hereby or thereby (including, without limitation, the   Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom   (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if   the documents presented in connection with such demand do not strictly comply with the terms of such   Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any   property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim   related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation,   investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other   theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless   of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any   Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative   Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any   way connected with the Loans, this Agreement, any other Loan Document, or any documents   contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby,   including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity   shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or   related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable   judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (B)   result from (1) a material breach by such Indemnitee of its express obligations under this Agreement or   any other Loan Document, (2) any claim, litigation, investigation or proceeding between or among   Indemnitees not arising from any act or omission by the Borrower or any of its Affiliates (other than any   such claim, litigation, investigation or proceeding of any Indemnitee solely in its capacity as, or fulfilling   its role as, an agent or arranger or similar role hereunder), or (3) any settlement entered into by such   Indemnitee without the Borrower’s written consent (which consent shall not be unreasonably withheld,   delayed or conditioned).  This Section 12.3(b) shall not apply with respect to Taxes other than any Taxes   that represent losses, claims, damages, etc. arising from any non-Tax claim.   Reimbursement by Lenders.  To the extent that the Borrower for any reason fails to(c)   indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the   Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related   Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any   such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such   Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity   payment is sought based on each Lender’s share of the unused Revolving Credit Commitments and the   RevolvingTotal Credit Exposure at such time, or if the unused Revolving Credit Commitments and the   RevolvingTotal Credit Exposure has been reduced to zero, then based on such Lender’s share of the   unused Revolving Credit Commitments and the RevolvingTotal Credit Exposure immediately prior to   such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted   107   59442126_10   74897129_7    





 







by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the   Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to   pay such unpaid amounts, such payment to be made severally among them based on such Revolving   Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable   unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been   reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that   the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case   may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing   Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the   foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the   Swingline Lender in connection with such capacity.  The obligations of the Lenders under this clause (c)   are subject to the provisions of Section 5.7.   Waiver of Consequential Damages, Etc.  To the fullest extent permitted by Applicable(d)   Law, the Borrower and each other Credit Party, the Administrative Agent, each Lender, the Issuing   Lender, the Swingline Lender and each Secured Party shall not assert, and hereby waives, any claim   against any other party, on any theory of liability, for special, indirect, consequential or punitive damages   (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this   Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the   transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds   thereof.  No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the   use by unintended recipients of any information or other materials distributed by it through   telecommunications, electronic or other information transmission systems in connection with this   Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the   extent of such Indemnitee’s gross negligence or willful misconduct as determined by a court of competent   jurisdiction by final and nonappealable judgment.   Payments.  All amounts due under this Section shall be payable promptly after demand(e)   therefor.   Survival.  Each party’s obligations under this Section shall survive the termination of the(f)   Loan Documents and payment of the obligations hereunder.   Right of Setoff.  If an Event of Default shall have occurred and beSECTION 12.4   continuing, each Lender, the Issuing Lender, the Swingline Lender and each of their respective Affiliates   is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law,   to set off and apply any and all deposits (general or special, time or demand, provisional or final, in   whatever currency) at any time held and other obligations (in whatever currency) at any time owing by   such Lender, the Issuing Lender, the Swingline Lender or any such Affiliate to or for the credit or the   account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower   or such Credit Party now or hereafter existing under this Agreement or any other Loan Document to such   Lender, the Issuing Lender or the Swingline Lender or any of their respective Affiliates, irrespective of   whether or not such Lender, the Issuing Lender, the Swingline Lender or any such Affiliate shall have   made any demand under this Agreement or any other Loan Document and although such obligations of   the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of   such Lender, the Issuing Lender, the Swingline Lender or such Affiliate different from the branch, office   or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any   Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over   immediately to the Administrative Agent for further application in accordance with the provisions of   Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other   funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, the   108   59442126_10   74897129_7    





 







Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the   Administrative Agent a statement describing in reasonable detail the Obligations owing to such   Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender, the Issuing   Lender, the Swingline Lender and their respective Affiliates under this Section are in addition to other   rights and remedies (including other rights of setoff) that such Lender, the Issuing Lender, the Swingline   Lender or their respective Affiliates may have.  Each Lender, the Issuing Lender and the Swingline   Lender agree to notify the Borrower and the Administrative Agent promptly after any such setoff and   application; provided that the failure to give such notice shall not affect the validity of such setoff and   application.   Governing Law; Jurisdiction, Etc.SECTION 12.5   Governing Law.  This Agreement and the other Loan Documents and any claim,(a)   controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out   of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as   expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by,   and construed in accordance with, the law of the State of New York.   Submission to Jurisdiction.  The Borrower and each other Credit Party irrevocably and(b)   unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or   description, whether in law or equity, whether in contract or in tort or otherwise, against the   Administrative Agent, any Lender, the Issuing Lender, the Swingline Lender, or any Related Party of the   foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating   hereto or thereto, in any forum other than the courts of the State of New York sitting in New York   County, and of the United States District Court of the Southern District of New York, and any appellate   court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the   jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding   may be heard and determined in such New York State court or, to the fullest extent permitted by   Applicable Law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such   action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on   the judgment or in any other manner provided by law.  Nothing in this Agreement or in any other Loan   Document shall affect any right that the Administrative Agent, any Lender, the Issuing Lender or the   Swingline Lender may otherwise have to bring any action or proceeding relating to this Agreement or any   other Loan Document against the Borrower or any other Credit Party or its properties in the courts of any   jurisdiction.   Waiver of Venue.  The Borrower and each other Credit Party irrevocably and(c)   unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now   or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this   Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section.  Each of   the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the   defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.   Service of Process.  Each party hereto irrevocably consents to service of process in the(d)   manner provided for notices in Section 12.1.  Nothing in this Agreement will affect the right of any party   hereto to serve process in any other manner permitted by Applicable Law.   Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLYSECTION 12.6   WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT   MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY   ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT   109   59442126_10   74897129_7    





 







OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON   CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT   NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS   REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN   THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)   ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO   ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER   THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.   Reversal of Payments.  To the extent any Credit Party makes a payment orSECTION 12.7   payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent   receives any payment or proceeds of the Collateral which payments or proceeds 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 Debtor Relief Law, other Applicable Law or equitable   cause, then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to   be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not   been received by the Administrative Agent.   Injunctive Relief.  The Borrower recognizes that, in the event the BorrowerSECTION 12.8   fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any   remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrower agrees that the   Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such   case without the necessity of proving actual damages.   Successors and Assigns; Participations.SECTION 12.9   Successors and Assigns Generally.  The provisions of this Agreement shall be binding(a)   upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted   hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any   of its rights or obligations hereunder without the prior written consent of the Administrative Agent and   each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder   except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of   participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge   or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any   other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this   Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties   hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in   paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each   of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by   reason of this Agreement.   Assignments by Lenders.  Any Lender may at any time assign to one or more assignees(b)   all or a portion of its rights and obligations under this Agreement (including all or a portion of its   Revolving Credit Commitment and the Loans at the time owing to it); provided that, in each case with   respect to any Credit Facility, any such assignment shall be subject to the following conditions:   Minimum Amounts.(i)   in the case of an assignment of the entire remaining amount of the(A)   assigning Lender’s Revolving Credit Commitment and/or the Loans at the time owing to   it (in each case with respect to any Credit Facility) or contemporaneous assignments to   110   59442126_10   74897129_7    





 







related Approved Funds (determined after giving effect to such assignments) that equal at   least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the   case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no   minimum amount need be assigned; and   in any case not described in paragraph (b)(i)(A) of this Section, the(B)   aggregate amount of the Revolving Credit Commitment (which for this purpose includes   Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not   then in effect, the principal outstanding balance of the Loans of the assigning Lender   subject to each such assignment (determined as of the date the Assignment and   Assumption with respect to such assignment is delivered to the Administrative Agent or,   if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date)   shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as   no Event of Default has occurred and is continuing, the Borrower otherwise consents   (each such consent not to be unreasonably withheld or delayed); provided that the   Borrower shall be deemed to have given its consent ten (10) Business Days after the date   written notice thereof has been delivered by the assigning Lender (through the   Administrative Agent) unless such consent is expressly refused by the Borrower prior to   such tenth (10th) Business Day;   Proportionate Amounts.  Each partial assignment shall be made as an assignment(ii)   of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement   with respect to the Loan or the Revolving Credit Commitment assigned;   Required Consents.  No consent shall be required for any assignment except to(iii)   the extent required by paragraph (b)(i)(B) of this Section and, in addition:   the consent of the Borrower (such consent not to be unreasonably(A)   withheld or delayed) shall be required unless (x) an Event of Default has occurred and is   continuing at the time of such assignment or (y) such assignment is to a Lender, an   Affiliate of a Lender or an Approved Fund; provided, that the Borrower shall be deemed   to have consented to any such assignment unless it shall object thereto by written notice   to the Administrative Agent within ten (10) Business Days after having received notice   thereof; and provided, further, that the Borrower’s consent shall not be required during   the primary syndication of the Credit Facility;   the consent of the Administrative Agent (such consent not to be(B)   unreasonably withheld or delayed) shall be required for assignments in respect of (i) the   Revolving Credit Facility if such assignment is to a Person that is not a Lender with a   Revolving Credit CommitmentLender, an Affiliate of such Revolving Credit Lender or   an Approved Fund with respect to such LenderRevolving Credit Lender or (ii) the Term   Loans to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and   the consents of the Issuing Lender and the Swingline Lender shall be(C)   required for any assignment in respect of the Revolving Credit Facility.   Assignment and Assumption.  The parties to each assignment shall execute and(iv)   deliver to the Administrative Agent an Assignment and Assumption, together with a processing   and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be   payable in connection with simultaneous assignments to two or more related Approved Funds by   a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such   111   59442126_10   74897129_7    





 







processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender,   shall deliver to the Administrative Agent an Administrative Questionnaire.   No Assignment to Certain Persons.  No such assignment shall be made to (A) the(v)   Borrower or any of its Subsidiaries or Affiliates or (B) any Defaulting Lender or any of its   Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a   Defaulting Lender or a Subsidiary thereof.   No Assignment to Natural Persons.  No such assignment shall be made to a(vi)   natural Person (or a holding company, investment vehicle or trust for, or owned and operated for   the primary benefit of, a natural Person).   Certain Additional Payments.  In connection with any assignment of rights and(vii)   obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and   until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall   make such additional payments to the Administrative Agent in an aggregate amount sufficient,   upon distribution thereof as appropriate (which may be outright payment, purchases by the   assignee of participations or subparticipations, or other compensating actions, including funding,   with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of   Loans previously requested, but not funded by, the Defaulting Lender, to each of which the   applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all   payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing   Lender, the Swingline Lender and each other Lender hereunder (and interest accrued thereon),   and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in   Letters of Credit and Swingline Loans in accordance with its Revolving Credit Commitment   Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and   obligations of any Defaulting Lender hereunder shall become effective under Applicable Law   without compliance with the provisions of this paragraph, then the assignee of such interest shall   be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance   occurs.   Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this   Section, from and after the effective date specified in each Assignment and Assumption, the assignee   thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such   Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the   assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and   Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and   Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such   Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.8,   5.9, 5.10, 5.11 and 12.3 with respect to facts and circumstances occurring prior to the effective date of   such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no   assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder   arising from that Lender’s having been a Defaulting Lender.  Any assignment or transfer by a Lender of   rights or obligations under this Agreement that does not comply with this paragraph shall be treated for   purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in   accordance with paragraph (d) of this Section (other than a purported assignment to a natural Person (or a   holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a   natural Person) or the Borrower or any of the Borrower’s Subsidiaries or Affiliates, which shall be null   and void.)   112   59442126_10   74897129_7    





 







Register.  The Administrative Agent, acting solely for this purpose as a non-fiduciary(c)   agent of the Borrower, shall maintain at one of its offices in Charlotte, North Carolina, a copy of each   Assignment and Assumption delivered to it and a register for the recordation of the names and addresses   of the Lenders, and the Revolving Credit Commitment of, and principal amounts of (and stated interest   on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The   entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative   Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the   terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for   inspection by the Borrower and any Lender (but only to the extent of entries in the Register that are   applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice.   Participations.  Any Lender may at any time, without the consent of, or notice to, the(d)   Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or a   holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a   natural Person, or the Borrower or any of the Borrower’s Subsidiaries or Affiliates) (each, a “Participant”)   in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a   portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations   under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the   other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative   Agent, the Issuing Lender, the Swingline Lender and the other Lenders shall continue to deal solely and   directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.   For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.3(c) with   respect to any payments made by such Lender to its Participant(s).   Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such   Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification   or waiver of any provision of this Agreement; provided that such agreement or instrument may provide   that such Lender will not, without the consent of the Participant, agree to any amendment, modification or   waiver or modification described in Section 12.2(a), (b), (c) or (d) that directly and adversely affects such   Participant.  The Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.9,   5.10 and 5.11 (subject to the requirements and limitations therein, including the requirements under   Section 5.11(g) (it being understood that the documentation required under Section 5.11(g) shall be   delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its   interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees   to be subject to the provisions of Section 5.12 as if it were an assignee under paragraph (b) of this   Section; and (B) shall not be entitled to receive any greater payment under Sections 5.10 or 5.11, with   respect to any participation, than its participating Lender would have been entitled to receive, except to   the extent such entitlement to receive a greater payment results from a Change in Law that occurs after   the Participant acquired the applicable participation.  Each Lender that sells a participation agrees, at the   Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the   provisions of Section 5.12(b) with respect to any Participant.  To the extent permitted by law, each   Participant also shall be entitled to the benefits of Section 12.4 as though it were a Lender; provided that   such Participant agrees to be subject to Section 5.6 as though it were a Lender.   Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the   Borrower, maintain a register on which it enters the name and address of each Participant and the   principal amounts of (and stated interest on) each Participant’s interest in the Loans or other obligations   under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation   to disclose all or any portion of the Participant Register (including the identity of any Participant or any   information relating to a Participant’s interest in any commitments, loans, letters of credit or its other   obligations under any Loan Document) to any Person except to the extent that such disclosure is   113   59442126_10   74897129_7    





 







necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form   under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant   Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is   recorded in the Participant Register as the owner of such participation for all purposes of this Agreement   notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its   capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.   Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or(e)   any portion of its rights under this Agreement to secure obligations of such Lender, including without   limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no   such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute   any such pledgee or assignee for such Lender as a party hereto.   Treatment of Certain Information; Confidentiality.  Each of theSECTION 12.10   Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the   Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its   and its Related Parties on a need-to-know basis (it being understood that the Persons to whom such   disclosure is made will be informed of the confidential nature of such Information and instructed to keep   such Information confidential), (b) to the extent required or requested by, or required to be disclosed to,   any regulatory or similar authority purporting to have jurisdiction over such Person or its Related Parties   (including any self-regulatory authority, such as the National Association of Insurance Commissioners)   (in which case the Administrative Agent, the Lender or the Issuing Lender, as applicable, shall use   commercially reasonable efforts to, except with respect to any audit or examination conducted by bank   accountants or any governmental regulatory authority exercising examination or regulatory authority,   promptly notify the Borrower, in advance, to the extent permitted by Applicable Law), (c) as to the extent   required by Applicable Laws or regulations or in any legal, judicial, administrative or other compulsory   proceeding (in which case the Administrative Agent, the Lender or the Issuing Lender, as applicable, shall   use commercially reasonable efforts to promptly notify the Borrower, in advance, to the extent permitted   by Applicable Law), (d) to any other party hereto, (e) in connection with the exercise of any remedies   under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or   Secured Cash Management Agreement, or any action or proceeding relating to this Agreement, any other   Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the   enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions   substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective   assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or   prospective party (or its Related Parties) to any swap, derivative or other transaction under which   payments are to be made by reference to the Borrower and its obligations, this Agreement or payments   hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or   its Subsidiaries or the Credit Facility or (ii) the CUSIP Service Bureau or any similar agency in   connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facility, (h)   with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such   information to consist of deal terms and other information customarily found in such publications, (j) to   the extent such Information (i) becomes publicly available other than as a result of a breach of this   Section or (ii) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of   their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to   confidentiality obligations to the Borrower, (k) to governmental regulatory authorities in connection with   any regulatory examination of the Administrative Agent or any Lender or in accordance with the   Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such   Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent   or such Lender or any of its subsidiaries or affiliates (in which case the Administrative Agent, the Lender   or the Issuing Lender, as applicable, shall use commercially reasonable efforts to, except with respect to   114   59442126_10   74897129_7    





 







any audit or examination conducted by any governmental regulatory authority exercising examination or   regulatory authority, promptly notify the Borrower, in advance, to the extent permitted by Applicable   Law), (l) to the extent that such information is independently developed by the Administrative Agent, a   Lender or the Issuing Lender, so long as such Person has not otherwise breached its confidentiality   obligations hereunder and has not developed such information based on information received from a third   party that to its knowledge has breached confidentiality obligations owing to the Borrower, its   Subsidiaries or their Affiliates, or (m) for purposes of establishing a “due diligence” defense.  For   purposes of this Section, “Information” means all information received from any Credit Party or any   Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective   businesses, other than any such information that is available to the Administrative Agent, any Lender or   the Issuing Lender on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary   thereof; provided that, in the case of information received from a Credit Party or any Subsidiary thereof   after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any   Person required to maintain the confidentiality of Information as provided in this Section shall be   considered to have complied with its obligation to do so if such Person has exercised the same degree of   care to maintain the confidentiality of such Information as such Person would accord to its own   confidential information.   Performance of Duties.  Each of the Credit Party’s obligations under thisSECTION 12.11   Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost   and expense.   All Powers Coupled with Interest.  All powers of attorney and otherSECTION 12.12   authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the   Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other   Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the   Obligations remain unpaid or unsatisfied, any of the Revolving Credit Commitments remain in effect or   the Credit Facility has not been terminated.   Survival.SECTION 12.13   All representations and warranties set forth in Article VII and all representations and(a)   warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any   such representation or warranty made in or in connection with any amendment thereto) shall constitute   representations and warranties made under this Agreement.  All representations and warranties made   under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those   that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by   the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or   any borrowing hereunder.   Notwithstanding any termination of this Agreement, the indemnities to which the(b)   Administrative Agent and the Lenders are entitled under the provisions of this Article XII and any other   provision of this Agreement and the other Loan Documents shall continue in full force and effect and   shall protect the Administrative Agent and the Lenders against events arising after such termination as   well as before.   Titles and Captions.  Titles and captions of Articles, Sections and subsectionsSECTION 12.14   in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the   provisions of this Agreement.   115   59442126_10   74897129_7    





 







Severability of Provisions.  Any provision of this Agreement or any otherSECTION 12.15   Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be   ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of   such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of   such provision in any other jurisdiction.   Counterparts; Integration; Effectiveness; Electronic Execution.SECTION 12.16   Counterparts; Integration; Effectiveness.  This Agreement may be executed in(a)   counterparts (and by different parties hereto in different counterparts), each of which shall constitute an   original, but all of which when taken together shall constitute a single contract.  This Agreement and the   other Loan Documents, and any separate letter agreements with respect to fees payable to the   Administrative Agent, the Issuing Lender, the Swingline Lender and/or the Arranger, constitute the entire   contract among the parties relating to the subject matter hereof and supersede any and all previous   agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided   in Section 6.1, this Agreement shall become effective when it shall have been executed by the   Administrative Agent and when the Administrative Agent shall have received counterparts hereof that,   when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed   counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format   shall be effective as delivery of a manually executed counterpart of this Agreement.   Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and(b)   words of like import in any Assignment and Assumption shall be deemed to include electronic signatures   or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or   enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the   case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic   Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records   Act, or any other similar state laws based on the Uniform Electronic Transactions Act.   Term of Agreement.  This Agreement shall remain in effect from the ClosingSECTION 12.17   Date through and including the date upon which all Obligations (other than contingent indemnification   obligations not then due) arising hereunder or under any other Loan Document shall have been paid and   satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) or   otherwise satisfied in a manner acceptable to the Issuing Lender) and the Revolving Credit Commitment   has been terminated.  No termination of this Agreement shall affect the rights and obligations of the   parties hereto arising prior to such termination or in respect of any provision of this Agreement which   survives such termination.   USA PATRIOT Act.  The Administrative Agent and each Lender herebySECTION 12.18   notifies the Borrower that pursuant to the requirements of the PATRIOT Act, each of them is required to   obtain, verify and record information that identifies each Credit Party, which information includes the   name and address of each Credit Party and other information that will allow such Lender to identify each   Credit Party in accordance with the PATRIOT Act.   Independent Effect of Covenants.  The Borrower expressly acknowledgesSECTION 12.19   and agrees that each covenant contained in Articles VIII or IX hereof shall be given independent effect.   No Advisory or Fiduciary Responsibility.SECTION 12.20   In connection with all aspects of each transaction contemplated hereby, each Credit Party(a)   acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided   116   59442126_10   74897129_7    





 







for hereunder and any related arranging or other services in connection therewith (including in connection   with any amendment, waiver or other modification hereof or of any other Loan Document) are an   arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the   Administrative Agent, the Arranger and the Lenders, on the other hand, and the Borrower is capable of   evaluating and understanding and understands and accepts the terms, risks and conditions of the   transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or   other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each   of the Administrative Agent, the Arranger and the Lenders is and has been acting solely as a principal and   is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders,   creditors or employees or any other Person, (iii) none of the Administrative Agent, the Arranger or the   Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the   Borrower with respect to any of the transactions contemplated hereby or the process leading thereto,   including with respect to any amendment, waiver or other modification hereof or of any other Loan   Document (irrespective of whether the Arranger or any Lender has advised or is currently advising the   Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, the Arranger or   the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing   transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan   Documents, (iv) the Arranger and the Lenders and their respective Affiliates may be engaged in a broad   range of transactions that involve interests that differ from, and may conflict with, those of the Borrower   and its Affiliates, and none of the Administrative Agent, the Arranger or the Lenders has any obligation to   disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the   Administrative Agent, the Arranger and the Lenders have not provided and will not provide any legal,   accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby   (including any amendment, waiver or other modification hereof or of any other Loan Document) and the   Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they   have deemed appropriate.   Each Credit Party acknowledges and agrees that each Lender, the Arranger and any(b)   Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of   the Borrower, the Parent, any Affiliate thereof or any other person or entity that may do business with or   own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a   Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the   Credit Facilities) and without any duty to account therefor to any other Lender, the Arranger, the Parent,   the Borrower or any Affiliate of the foregoing.  Each Lender, the Arranger and any Affiliate thereof may   accept fees and other consideration from the Parent, the Borrower or any Affiliate thereof for services in   connection with this Agreement, the Credit Facilities or otherwise without having to account for the same   to any other Lender, the Arranger, the Parent, the Borrower or any Affiliate of the foregoing.   117   59442126_10   74897129_7    





 







Inconsistencies with Other Documents.  In the event there is a conflict orSECTION 12.21   inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall   control; provided that any provision of the Security Documents which imposes additional burdens on the   Borrower or any of its Subsidiaries or further restricts the rights of the Borrower or any of its Subsidiaries   or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or   inconsistent with this Agreement and shall be given full force and effect.   Acknowledgment and Consent to Bail-In of EEA Financial Institutions.SECTION 12.22   Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement   or understanding among any such parties, each party hereto acknowledges that any liability of any EEA   Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be   subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and   consents to, and acknowledges and agrees to be bound by:   the application of any Write-Down and Conversion Powers by an EEA Resolution (a)   Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is   an EEA Financial Institution; and   the effects of any Bail-in Action on any such liability, including, if applicable:(b)   a reduction in full or in part or cancellation of any such liability;(i)   a conversion of all, or a portion of, such liability into shares or other instruments (ii)   of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that   may be issued to it or otherwise conferred on it, and that such shares or other instruments of   ownership will be accepted by it in lieu of any rights with respect to any such liability under this   Agreement or any other Loan Document; or   the variation of the terms of such liability in connection with the exercise of the (iii)   write-down and conversion powers of any EEA Resolution Authority.   As used in this Section, the following definitions apply:   “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the   applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.   “Bail-In Legislation” means, with respect to any EEA Member Country implementing   Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the   European Union, the implementing law for such EEA Member Country from time to time which   is described in the EU Bail-In Legislation Schedule.   “EEA Financial Institution” means (a) any credit institution or investment firm   established in any EEA Member Country which is subject to the supervision of an EEA   Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of   an institution described in clause (a) of this definition, or (c) any financial institution established   in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)   of this definition and is subject to consolidated supervision with its parent;   “EEA Member Country” means any of the member states of the European Union,   Iceland, Liechtenstein, and Norway.   118   59442126_10   74897129_7    





 







“EEA Resolution Authority” means any public administrative authority or any person   entrusted with public administrative authority of any EEA Member Country (including any   delegee) having responsibility for the resolution of any EEA Financial Institution.   “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published   by the Loan Market Association (or any successor person), as in effect from time to time.   “Write-Down and Conversion Powers” means, with respect to any EEA Resolution   Authority, the write-down and conversion powers of such EEA Resolution Authority from time   to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down   and conversion powers are described in the EU Bail-In Legislation Schedule.   [Signature pages to follow]   119   59442126_10   74897129_7    





 







74   91   67   54   _5   A   N   N   E   X   B   Sc   he   du   le    1   .1   L   en   de   rs    a   nd   C   om   m   itm   en   ts   L   en   de   r   R   ev   ol   vi   ng    C   re   di   t   C   om   m   itm   en   t   R   ev   ol   vi   ng    C   re   di   t C   om   m   itm   en   t   Pe   rc   en   ta   ge   In   cr   em   en   ta   l T   er   m    L   oa   n-   1   C   om   m   itm   en   t   W   el   ls    F   ar   go    B   an   k,    N   at   io   na   l A   ss   oc   ia   tio   n   $4   3,   07   6,   92   3.   07   21   .5   38   46   15   4%   $2   6,   92   3,   07   6.   93   B   an   k o   f   A   m   er   ic   a,    N   .A   .   $3   0,   76   9,   23   0.   77   15   .3   84   61   53   9%   $1   9,   23   0,   76   9.   23   JP   M   or   ga   n C   ha   se    B   an   k,    N   .A   .   $3   0,   76   9,   23   0.   77   15   .3   84   61   53   9%   $1   9,   23   0,   76   9.   23   Fi   ft   h   T   hi   rd    B   an   k   $3   0,   76   9,   23   0.   77   15   .3   84   61   53   9%   $1   9,   23   0,   76   9.   23   C   ap   ita   l O   ne   , N   at   io   na   l A   ss   oc   ia   tio   n   $2   1,   53   8,   46   1.   54   10   .7   69   23   07   7%   $1   3,   46   1,   53   8.   46   C   om   er   ic   a B   an   k   $2   1,   53   8,   46   1.   54   10   .7   69   23   07   7%   $1   3,   46   1,   53   8.   46   Re   gi   ons Ban   k   $21,538,4   61.5   4   10.76923   077   %   $13,461,5   38.4   6   T   ot   al   $200,000,   000.0   0   100.0000   0000   %   $125,000,   000.0   0    





 







74916754_5   ANNEX C   Amended Exhibit G to Credit Agreement   [See attached]    





 







75501995_2   EXHIBIT G   to   Credit Agreement   dated as of September 30, 2014   by and among   RealPage, Inc.,   as Borrower,   the lenders party thereto,   as Lenders,   and   Wells Fargo Bank, National Association,   as Administrative Agent   FORM OF ASSIGNMENT AND ASSUMPTION    





 







75501995_2   ASSIGNMENT AND ASSUMPTION   This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the   Effective Date set forth below and is entered into by and between [INSERT NAME OF   ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the] [each]1   Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the   “Assignees” and each, an “Assignee”).  [It is understood and agreed that the rights and   obligations of the Assignees2 hereunder are several and not joint.]3 Capitalized terms used but   not defined herein shall have the meanings given to them in the Credit Agreement identified   below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit   Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee.  The   Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and   incorporated herein by reference and made a part of this Assignment and Assumption as if set   forth herein in full.   For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the   [Assignee] [respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and   assumes from the Assignor, subject to and in accordance with the Standard Terms and   Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative   Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a   Lender under the Credit Agreement and any other documents or instruments delivered pursuant   thereto to the extent related to the amount and percentage interest identified below of all of such   outstanding rights and obligations of the Assignor under the respective facilities identified below   (including without limitation any letters of credit, guarantees, and swingline loans included in   such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims,   suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against   any Person, whether known or unknown, arising under or in connection with the Credit   Agreement, any other documents or instruments delivered pursuant thereto or the loan   transactions governed thereby or in any way based on or related to any of the foregoing,   including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims   and all other claims at law or in equity related to the rights and obligations sold and assigned   pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee   pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the] [an] “Assigned   Interest”).  Each such sale and assignment is without recourse to the Assignor and, except as   expressly provided in this Assignment and Assumption, without representation or warranty by   the Assignor.   1. Assignor: [INSERT NAME OF ASSIGNOR]   2. Assignee(s): See Schedules attached hereto   3. Borrower: RealPage, Inc., a Delaware corporation   1 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single   Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second   bracketed language.   2 Select as appropriate.   3 Include bracketed language if there are multiple Assignees.    





 







75501995_2   4. Administrative Agent: Wells Fargo Bank, National Association, as the   administrative agent under the Credit Agreement   5. Credit Agreement: The Credit Agreement dated as of September 30, 2014, by   and among RealPage, Inc., a Delaware corporation, as   Borrower, the Lenders party thereto, and Wells Fargo   Bank, National Association, as Administrative Agent (as   amended, restated, supplemented or otherwise modified   from time to time)   6. Assigned Interest: See Schedules attached hereto   [7. Trade Date: ______________]4   [Remainder of Page Intentionally Left Blank]   4 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be   determined as of the Trade Date.    





 







75501995_2   Effective Date:   _____________ ___, 2____ [TO BE INSERTED BY THE ADMINISTRATIVE   AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF   TRANSFER IN THE REGISTER THEREFOR]   The terms set forth in this Assignment and Assumption are hereby agreed to:   ASSIGNOR   [NAME OF ASSIGNOR]   By:   Name:   Title:   ASSIGNEES   See Schedules attached hereto    





 







75501995_2   [Consented to and]5 Accepted:   WELLS FARGO BANK, NATIONAL ASSOCIATION,   as Administrative Agent, Issuing Lender and Swingline Lender   By:_________________________________   Name:   Title:   [Consented to:]6   REALPAGE, INC.   By:________________________________   Name:   Title:   5 To be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing Lender is   required by the terms of the Credit Agreement.    6 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.      





 







75501995_2   SCHEDULE 1   To Assignment and Assumption   By its execution of this Schedule, the Assignee identified on the signature block below agrees to   the terms set forth in the attached Assignment and Assumption.   Assigned Interests:   Facility Assigned1 Aggregate Amount   of Commitment/   Loans for all   Lenders2   Amount of   Commitment/   Loans Assigned3   Percentage   Assigned of   Commitment/   Loans4   CUSIP Number   $ $ %   $ $ %   $ $ %   [NAME OF ASSIGNEE]5   [and is an Affiliate/Approved Fund of [identify   Lender]6]   By:______________________________   Name:   Title:   1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned   under this Agreement (e.g. “Revolving Credit Commitment,” “Incremental Term Loan Commitment,” etc.)   2 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the   Trade Date and the Effective Date.   3 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the   Trade Date and the Effective Date.   4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.   5 Add additional signature blocks, as needed.   6 Select as appropriate.    





 







75501995_2   ANNEX 1   to Assignment and Assumption   STANDARD TERMS AND CONDITIONS FOR   ASSIGNMENT AND ASSUMPTION   1. Representations and Warranties.   1.1 Assignor.  The Assignor (a) represents and warrants that (i) it is the legal   and beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such] Assigned Interest   is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and   authority, and has taken all action necessary, to execute and deliver this Assignment and   Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a   Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements,   warranties or representations made in or in connection with the Credit Agreement or any other   Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or   value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the   Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any   Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries   or Affiliates or any other Person of any of their respective obligations under any Loan   Document.   1.2. Assignee[s]. [The] [Each] Assignee (a) represents and warrants that (i) it   has full power and authority, and has taken all action necessary, to execute and deliver this   Assignment and Assumption and to consummate the transactions contemplated hereby and to   become a Lender under the Credit Agreement, (ii) it meets the requirements of an Eligible   Assignee under the Credit Agreement (subject to such consents, if any, as may be required under   Section 12.9(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be   bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of   [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is   sophisticated with respect to decisions to acquire assets of the type represented by the Assigned   Interest and either it, or the Person exercising discretion in making its decision to acquire [the]   [such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a   copy of the Credit Agreement, and has received or has been accorded the opportunity to receive   copies of the most recent financial statements delivered pursuant to [Section 6.1] [Section 8.1]13   thereof, as applicable, and such other documents and information as it deems appropriate to   make its own credit analysis and decision to enter into this Assignment and Assumption and to   purchase [the] [such] Assigned Interest, (vi) it has, independently and without reliance upon the   Administrative Agent or any other Lender and based on such documents and information as it   has deemed appropriate, made its own credit analysis and decision to enter into this Assignment   and Assumption and to purchase [the] [such] Assigned Interest, and (vii) if it is a Foreign   Lender, attached to the Assignment and Assumption is any documentation required to be   delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by   [the] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the   Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents   13 Update as necessary to refer to appropriate Financial Statement delivery Section in Credit Agreement.    





 







75501995_2   and information as it shall deem appropriate at the time, continue to make its own credit   decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in   accordance with their terms all of the obligations which by the terms of the Loan Documents are   required to be performed by it as a Lender.   2. Payments.  From and after the Effective Date, the Administrative Agent shall   make all payments in respect of [the] [each] Assigned Interest (including payments of principal,   interest, fees and other amounts) to [the] [the relevant] Assignor for amounts which have accrued   to but excluding the Effective Date and to [the] [the relevant] Assignee for amounts which have   accrued from and after the Effective Date.   3. General Provisions.  This Assignment and Assumption shall be binding upon, and   inure to the benefit of, the parties hereto and their respective successors and assigns.  This   Assignment and Assumption may be executed in any number of counterparts, which together   shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this   Assignment and Assumption by telecopy shall be effective as delivery of a manually executed   counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be   governed by, and construed in accordance with, the law of the State of New York.