exhibit101fourthamendmen






                                                        EXECUTION VERSION                                                                                                                                                                                          FOURTH AMENDMENT TO THE                      RECEIVABLES FINANCING AGREEMENT                                                 This FOURTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT  (this “Amendment”), dated as of January 2, 2019, is entered into by and among the following  parties:         (i)   SYNEOS HEALTH RECEIVABLES LLC, as Borrower;         (ii)  SYNEOS HEALTH, LLC (f/k/a INC RESEARCH, LLC), as initial Servicer; and         (iii) PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent              and as Lender.         Capitalized  terms  used  but  not  otherwise  defined  herein  (including  such  terms  used  above) have the respective meanings assigned thereto in the Receivables Financing Agreement  described below.                                  BACKGROUND         A.   The parties hereto have entered into a Receivables Financing Agreement, dated as  of June 29, 2018 (as amended, restated, supplemented or otherwise modified through the date  hereof, the “Receivables Financing Agreement”).         B.    Concurrently herewith, the Borrower, as buyer, the Servicer, as servicer and as an  originator, and inVentiv Health Clinical, LLC as an originator, are entering into that certain First  Amendment  to  the  Purchase  and  Sale  Agreement,  dated  as  of  the  date  hereof  (the  “PSA  Amendment”).         C.    On  or  prior  to  January  9,  2019,  the  Borrower,  the  Servicer,  the  Administrative  Agent and Bank of America, N.A. are entering into that certain First Amendment to the Deposit  Account Control Agreement (the “Bank of America DACA Amendment”).         D.   Concurrently herewith, the Borrower, the Servicer, the Administrative Agent and  Wells Fargo  Bank, National Association are entering into that certain First Amendment to the  Deposit  Account  Control  Agreement,  dated  as  of  the  date  hereof  (the  “Wells  Fargo  DACA  Amendment”).         E.   Each  of the Servicer  and  the Borrower  is  changing  its  notice  address  under  the  Transaction Documents (such change, the “Address Change”).          F.    Effective as of the date hereof, INC Research, LLC, a Delaware limited liability  company,  is  changing  its  name  from  “INC  Research,  LLC”  to  “Syneos  Health,  LLC”  (such  change, the “INC Research Name Change”).         G.   The parties hereto desire to amend the Receivables Financing Agreement as set  forth herein.    730860089 18569090                          





 






      NOW  THEREFORE,  with  the  intention  of  being  legally  bound  hereby,  and  in  consideration of the mutual undertakings expressed herein, each party to this Amendment hereby  agrees as follows:         SECTION 1.  Amendments to the Receivables Financing Agreement.  The Receivables  Financing Agreement is hereby amended to incorporate the changes shown on the marked pages  of the Receivables Financing Agreement attached hereto as Exhibit A.         SECTION 2.  Notices; Consents.               (a)   Notice  of  the  INC  Research  Name  Change  and  Address  Change.   The  Servicer hereby  provides notice of the occurrence of the INC Research Name Change and the  Address  Change,  effective  as  of  the  date  hereof,  and  requests  that  each  of  the  parties  hereto  hereby acknowledges and consents to the INC Research Name Change and the Address Change  effective as of the date hereof.                (b)   INC Research Name Change and Address Change Consent.  Subject to the  terms and conditions of this Amendment, including the accuracy of each of the representations  and warranties set forth herein, each of the parties hereto hereby: (i) acknowledges receipt of the  notice set forth in clause (a) above, (ii) consents to the occurrence of the INC Research Name  Change and the Address Change and (iii) waives any notice requirement with respect to the INC  Research  Name  Change  or  the  Address  Change  set  forth  in  the  Transaction  Documents  as  a  prerequisite or condition precedent to the effectiveness of the INC Research Name Change or the  Address  Change,  including,  the  thirty  (30)  day  prior  written  notice  requirement  set  forth  in  Section 6.1(b)(v) of the Purchase and Sale Agreement.               (c)   Limited Consent re: November Information Package.  Notwithstanding the  requirements  set  forth  in  Sections  8.01(c)(ii)  and  8.02(a)(ii)  of  the  Receivables  Financing  Agreement  that  the  Information  Package  for  the  month  of  November  2018  (the  “Subject  Information Package”) be delivered by the Borrower or the Servicer to the Administrative Agent  and  each  Lender  no  later  than  December  26,  2018  (the  “Subject  Delivery  Date”),  each  of  the  parties hereto hereby consent to the delivery of the Subject Information Package by the Borrower  or the Servicer to the Administrative Agent and each Lender on or prior to December 31, 2018  rather than the Subject Delivery Date.               (d)   General  Limitations.   The  limited  consent  set  forth  in  clause  (c)  above  shall  be  strictly  limited  to  its  terms.   Consistent  with  the  foregoing,  nothing  contained  herein  shall be deemed to be a consent to any party to the Transaction Documents failing to perform its  obligations under the Transaction Documents other than solely to the extent set forth in clause  (c) above.  Notwithstanding anything to the contrary herein or in the Transaction Documents, by  executing this Amendment, no party hereto is now waiving or consenting to, nor has it agreed to  waive  or  consent  to  in  the  future  (i)  the  modification  or  breach  of  any  provision  of  the  Transaction Documents, other than as expressly  set forth in clauses (a), (b) and (c) above, (ii)  any  Event  of  Default  or  Unmatured  Event  of  Default  under  the  Receivables  Financing  Agreement or the other Transaction Documents (whether presently or subsequently existing or  arising),  other  than  as  expressly  set  forth  in  clauses  (a),  (b)  and  (c)  above  or  (iii)  any  rights,  powers or remedies presently or subsequently available to any of the parties hereto or any other   730860089 18569090                    2                                           





 






Person against the Borrower or the Servicer under the Receivables Financing Agreement, any of  the other Transaction Documents, applicable law or otherwise, relating to any matter other than  solely to the extent expressly consented to herein, each of which rights, powers or remedies is  hereby specifically and expressly reserved and continue.               (e)   No Waiver of Indemnification, Etc.  Without limiting the generality of the  foregoing and for the avoidance of doubt, the parties hereto are not hereby waiving or releasing,  nor have they agreed to waive or release in the future, any right or claim to indemnification or  reimbursement by, or damages from, the Borrower or the Servicer or any other Person under any  Transaction Document, including without limitation, for any liability, obligation, loss, damage,  penalty,  judgment,  settlement,  cost,  expense  or  disbursement  resulting  or  arising  directly  or  indirectly from (i) the failure of the Borrower and the Servicer to deliver the Subject Information  Package to the Administrative Agent and the Lenders by the Subject Delivery Date, (ii) the INC  Research Name Change or (iii) the Address Change.         SECTION 3.  Representations  and  Warranties  of  the  Borrower  and  the  Servicer.   The  Borrower and the Servicer hereby represent and warrant to each of the parties hereto as of the  date hereof as follows:               (a)   Representations  and  Warranties.   The  representations  and  warranties        made  by  it  in  the  Receivables  Financing  Agreement  and  each  of  the  other  Transaction        Documents to which it is a party are true and correct as of the date hereof.               (b)   Enforceability.  The execution and delivery by it of this Amendment, and        the  performance  of  its  obligations  under  this  Amendment,  the  PSA  Amendment,  the        DACA Amendment, the Receivables Financing Agreement (as amended hereby) and the        other Transaction Documents to which it is a party are within its organizational powers        and have been duly authorized by all necessary action on its part, and this Amendment,        the PSA Amendment, the DACA Amendment, the Receivables Financing Agreement (as        amended  hereby)  and  the  other  Transaction  Documents  to  which  it  is  a  party  are        (assuming  due  authorization  and  execution  by  the  other  parties  thereto)  its  valid  and        legally binding obligations, enforceable in accordance with their terms, except (i) as such        enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,  reorganization,        moratorium or other similar laws affecting the enforcement of creditors’ rights generally        and (ii) as such enforceability may be limited by general principles of equity, regardless        of whether such enforceability is considered in a proceeding in equity or at law.               (c)   No Event of Default.  After giving effect to this Amendment, no Event of        Default or Unmatured Event of Default has occurred and is continuing, or would occur as        a  result  of  this  Amendment,  the  PSA  Amendment,  the  DACA  Amendment,  or  the        transactions contemplated hereby or thereby.               (d)   Accuracy  of  Information.   The  Subject  Information  Package is  complete        and correct in all material respects on the date hereof and does not contain any material        misstatement  of  fact  or  omit  to  state  a  material  fact  necessary  to  make  the  statements        contained therein not misleading.    730860089 18569090                    3                                           





 






      SECTION 4.  Effect  of  Amendment;  Ratification.   All  provisions  of  the  Receivables  Financing Agreement and the other Transaction Documents, as expressly amended and modified  by  this  Amendment,  shall  remain  in  full  force  and  effect.   After  this  Amendment  becomes  effective,  all  references  in  the  Receivables  Financing  Agreement  (or  in  any  other  Transaction  Document) to “this Receivables Financing Agreement”, “this Agreement”, “hereof”, “herein” or  words of similar effect referring to the Receivables Financing Agreement shall be deemed to be  references  to  the  Receivables  Financing  Agreement  as  amended  by  this  Amendment.  This  Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement  any  provision  of  the  Receivables  Financing  Agreement  other  than  as  set  forth  herein.   The  Receivables  Financing  Agreement,  as  amended  by  this  Amendment,  is  hereby  ratified  and  confirmed in all respects.         SECTION 5.  Effectiveness.   This  Amendment  shall  become  effective  as  of  the  date  hereof, subject to the conditions precedent that the Administrative Agent shall have received the  following:                 (a)   counterparts to this Amendment executed by each of the parties hereto;               (b)   counterparts  to  the  PSA  Amendment  executed  by  each  of  the  parties        thereto;               (c)   counterparts to the Wells Fargo DACA Amendment executed by each of        the parties thereto;               (d)   the Subject Information Package;               (e)   evidence of filing of the UCC-3 amendments described in Section 5 of the        PSA Amendment; and               (f)   lien search reports with respect to Syneos Health, LLC, in its jurisdiction        of organization.         SECTION 6.  Certain Covenants Regarding Post-Closing Conditions.         (a)   Secretary Certificate.  On or within (5) Business Days following the date hereof,  the  Servicer  shall  deliver  (or  cause  to  be  delivered)  to  the  Administrative  Agent  such  officer  certificates as the Administrative Agent may reasonably request, including, without limitation,  certified organizational documents.         (b)   Good Standing.  On or within (5) Business Days following the date hereof, the  Servicer shall deliver (or cause to be delivered) to the Administrative Agent a certificate of good  standing (or similar) with respect to Syneos Health, LLC, in its jurisdiction of organization.         (c)   Bank of America DACA Amendment.  On or within (5) Business Days following  the date hereof, the Servicer shall deliver (or cause to be delivered) to the Administrative Agent  counterparts to the Bank of America DACA Amendment executed by each of the parties thereto.    730860089 18569090                    4                                           





 






      (d)   Notwithstanding  anything  to  the  contrary  set  forth  in  this  Amendment,  the  Agreements or any other Transaction Document, the failure of the Servicer to timely perform or  cause  to  be  performed  any  of  the  covenants  under  this  Section  6  shall  constitute  an  Event  of  Default  with  no  grace  period  and  revoke  each  of  the  consents  provided  for  under  Section  2  hereof.         SECTION 7.  Severability.  Any provisions of this Amendment which are prohibited or  unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such  prohibition  or  unenforceability  without  invalidating  the  remaining  provisions  hereof,  and  any  such  prohibition  or  unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render  unenforceable such provision in any other jurisdiction.         SECTION 8.  Transaction  Document.   This  Amendment  shall  be  a  Transaction  Document for purposes of the Receivables Financing Agreement.         SECTION 9.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of  counterparts, each of which when so executed shall be deemed to be an original and all of which  when  taken  together  shall  constitute  one  and  the  same  agreement.   Delivery  of  an  executed  counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of  an originally executed counterpart.         SECTION 10. GOVERNING LAW AND JURISDICTION.          (a)   THIS  AMENDMENT,  INCLUDING  THE  RIGHTS  AND  DUTIES  OF  THE  PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE  LAWS  OF  THE  STATE  OF  NEW  YORK  (INCLUDING  SECTIONS  5-1401  AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK,  BUT  WITHOUT  REGARD  TO  ANY  OTHER  CONFLICTS  OF  LAW  PROVISIONS  THEREOF).         (b)   EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH  RESPECT  TO  THE  BORROWER  AND  THE  SERVICER,  THE  EXCLUSIVE  JURISDICTION,  AND  (II)  WITH  RESPECT  TO  EACH  OF  THE  OTHER  PARTIES  HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK  STATE  OR  FEDERAL  COURT  SITTING  IN  NEW  YORK  CITY,  NEW  YORK  IN  ANY  ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT,  AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS  IN  RESPECT  OF  SUCH  ACTION  OR  PROCEEDING  (I)  IF  BROUGHT  BY  THE  BORROWER, THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND  DETERMINED,  AND  (II)  IF  BROUGHT  BY  ANY  OTHER  PARTY  TO  THIS  AMENDMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN SUCH NEW  YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL  COURT.   NOTHING  IN  THIS  SECTION  9  SHALL  AFFECT  THE  RIGHT  OF  THE  ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANY ACTION  OR PROCEEDING AGAINST THE BORROWER OR THE SERVICER OR ANY OF THEIR  RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.  EACH OF THE  BORROWER  AND  THE  SERVICER  HEREBY  IRREVOCABLY  WAIVES,  TO  THE   730860089 18569090                    5                                           





 






FULLEST  EXTENT  IT  MAY  EFFECTIVELY  DO  SO,  THE  DEFENSE  OF  AN  INCONVENIENT  FORUM  TO  THE  MAINTENANCE  OF  SUCH  ACTION  OR  PROCEEDING.  THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY  SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED  IN  OTHER  JURISDICTIONS  BY  SUIT  ON  THE  JUDGMENT  OR  IN  ANY  OTHER  MANNER PROVIDED BY LAW.         SECTION 11. Section Headings.  The various headings of this Amendment are included  for convenience only and shall not affect the meaning or interpretation of this Amendment, the  Receivables Financing Agreement or any provision hereof or thereof.         SECTION 12. Performance  Guaranty  Ratification.   After  giving  effect  to  this  Amendment and the transactions contemplated by this Amendment, all of the provisions of the  Performance  Guaranty  shall  remain  in  full  force  and  effect  and  the  Performance  Guarantor  hereby  ratifies  and  affirms  the  Performance  Guaranty  and  acknowledges  that  the  Performance  Guaranty has continued and shall continue in full force and effect in accordance with its terms.                              [SIGNATURE PAGES FOLLOW]    730860089 18569090                    6                                           





 






 





 






 





 






 





 






                                    EXHIBIT A                                     (attached)    730860089 18569090  





 






                                                        EXECUTION VERSION                   EXHIBIT A to FOURTH AMENDMENT, dated as of January 2, 2019                                                CONFORMED COPY INCLUDES                                   FIRST AMENDMENT, dated as of August 1, 2018                                SECOND AMENDMENT, dated as of August 29, 2018                                 THIRD AMENDMENT, dated as of October 25, 2018                                                         EXECUTION VERSION                      RECEIVABLES FINANCING AGREEMENT                              Dated as of June 29, 2018                                   by and among                       SYNEOS HEALTH RECEIVABLES LLC,                                   as Borrower,                THE PERSONS FROM TIME TO TIME PARTY HERETO,                                   as Lenders,                       PNC BANK, NATIONAL ASSOCIATION,                              as Administrative Agent,                       INC RESEARCHSYNEOS HEALTH, LLC,                                as initial Servicer,                                       and                           PNC CAPITAL MARKETS LLC,                               as Structuring Agent   730866389 18569090 





 






      This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 29, 2018 by and among the following parties:              (i)  SYNEOS  HEALTH RECEIVABLES  LLC,  a Delaware limited liability       company, as Borrower (together with its successors and assigns, the “Borrower”);              (ii)  the Persons from time to time party hereto as Lenders;              (iii) PNC  BANK,  NATIONAL  ASSOCIATION (“PNC”),  as  Administrative       Agent;              (iv)  INC RESEARCHSYNEOS HEALTH, LLC (f/k/a INC Research, LLC), a       Delaware  limited  liability  company,  in  its  individual  capacity  (“INC  ResearchSyneos        Health”) and as initial Servicer (in such capacity, together with its successors and assigns       in such capacity, the “Servicer”); and              (v)  PNC  CAPITAL  MARKETS  LLC,  a  Pennsylvania  limited  liability       company, as Structuring Agent.                           PRELIMINARY STATEMENTS        The  Borrower  has  acquired,  and  will  acquire  from  time  to  time,  Receivables  from  the Originator(s) pursuant to the Purchase and Sale Agreement.  The Borrower has requested that the Lenders  make  Loans  from  time  to  time  to  the  Borrower,  on  the  terms,  and  subject  to  the conditions set forth herein, secured by, among other things, the Receivables.        In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:                                   ARTICLE I                                  DEFINITIONS        SECTION 1.01.  Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):        “Account Control Agreement” means each agreement, in form and substance satisfactory to  the  Administrative  Agent,  among  the  Borrower,  the  Servicer  (if  applicable),  the Administrative  Agent  and  a  Collection  Account  Bank,  governing  the  terms  of  the  related Collection Accounts that (i) provides the Administrative Agent with control within the meaning of the UCC over the deposit accounts subject to such agreement and (ii) by its terms, may not be terminated or canceled by the related Collection Account Bank without the written consent of the Administrative  Agent  or  upon  no  less  than  thirty  (30)  days  prior  written  notice  to  the Administrative  Agent,  as  the  same  may  be  amended,  restated,  supplemented  or  otherwise modified from time to time.   730866389 18569090 





 






distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned  for  any  reason,  such  Capital  shall  be  increased  by  the  amount  of  such  rescinded  or returned distribution as though it had not been made.        “Capital Stock” means, with respect to any Person, any and all common shares, preferred shares,  interests,  participations,  rights  in  or  other  equivalents  (however  designated)  of  such Person’s  capital  stock,  partnership  interests,  limited  liability  company  interests,  membership interests or other equivalent interests and any rights (other than debt securities convertible into or exchangeable  for  capital  stock),  warrants  or  options  exchangeable for  or  convertible  into  such capital stock or other equity interests.        “Change in Control” means the occurrence of any of the following:              (a)   INC ResearchSyneos Health ceases to own, directly, 100% of the issued       and outstanding Capital Stock of the Borrower free and clear of all Adverse Claims;              (b)  Parent  ceases  to  own,  directly  or  indirectly,  100%  of  the  issued  and       outstanding Capital Stock of any Originator or the Servicer;              (c)   any  Adverse  Claim  should  exist  with  respect  to  any  Intercompany  Loan       Agreement or any Intercompany Loan;              (d)  the  acquisition  by  any  Person  or  group  (within  the  meaning  of  Section       13(d)(3)  or  Section  14(d)(2)  of  the  Exchange  Act),  including  any  group  acting  for  the       purpose  of  acquiring,  holding  or  disposing  of  Securities  (within  the  meaning  of  Rule       13d-5(b)(1)  under  the  Exchange  Act,  but  excluding  any  employee  benefit  plan  and/or       Person acting as the trustee, agent or other fiduciary or administrator therefor), other than       one or more Permitted Holders, of Capital Stock representing more than the greater of (x)       35% of the total voting power of all of the outstanding voting Capital Stock of Parent and       (y) the percentage of the total voting power of all of the outstanding voting Capital Stock       of Parent owned, directly or indirectly, beneficially by the Permitted Holders; or              (e)   the  occurrence  of  a  “change  of  control”  (or  similar  event,  however       defined) under the Credit Agreement (or any refinancing thereof).        “Change in Law” means the occurrence, after the Closing Date, 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, (w) the final rule titled Risk-Based Capital  Guidelines;  Capital  Adequacy  Guidelines;  Capital  Maintenance:  Regulatory  Capital; Impact  of  Modifications  to  Generally  Accepted  Accounting  Principles;  Consolidation  of Asset-Backed  Commercial  Paper  Programs;  and  Other  Related  Issues,  adopted  by  the  United States bank regulatory agencies on December 15, 2009, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the  730866389 18569090                     6 





 






rating satisfies clauses (a) or (b) above; provided, further, that if the Subject Obligor Delinquency Trigger shall  have  occurred  and  be continuing  and the Administrative Agent  shall  elect, in its sole discretion, by providing notice thereof to the Borrower, the Subject Obligor shall be deemed to  be  a  Group  D  Obligor  if  it  otherwise  satisfies  the  definition  of  “Group  C  Obligor”. Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition  of  “Group  C  Obligor”  shall  be  deemed  to  be  a  Group  C  Obligor  and  shall  be aggregated  with  the  Obligor  that  satisfies  such  definition  for  the  purposes  of  determining  the “Concentration  Reserve  Percentage”,  the  “Concentration  Reserve”  and  clause  (a)  of  the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies  the  definition  of  “Group  A  Obligor”,  “Group  B  Obligor”,  or  “Group  C  Obligor”,  in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.        “Group D Obligor” means any Obligor that is not a Group A Obligor, Group B Obligor or Group C Obligor; provided, that any Obligor (or its parent or majority owner, as applicable, if such Obligor is unrated) that is not rated by both Moody’s and S&P shall be a Group D Obligor.        “Guaranty” means, with respect to any Person, any obligation of such Person guarantying or  in  effect  guarantying  any  Debt,  liability  or  obligation  of  any  other  Person  in  any  manner, whether  directly  or  indirectly,  including  any  such  liability  arising  by  virtue  of  partnership agreements,  including  any  agreement  to  indemnify  or  hold  harmless  any  other  Person,  any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.        “INC Research” has the meaning specified in the preamble to this Agreement.         “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 the Borrower or any of its Affiliates  under  any  Transaction  Document  and  (b)  to  the  extent  not  otherwise  described  in clause (a) above, Other Taxes.        “Independent Director” has the meaning set forth in Section 8.03(c).        “Information Package” means a report, in substantially the form of Exhibit G.        “Insolvency  Proceeding”  means  (a)  any  case,  action  or  proceeding  before  any  court  or other  Governmental  Authority  relating  to  bankruptcy,  reorganization,  insolvency,  liquidation, receivership, dissolution, winding-up or relief of debtors or (b) any general assignment for the benefit of creditors of a Person, composition, marshaling of assets for creditors of a Person, or other,  similar arrangement  in  respect  of its creditors generally or any substantial portion of its creditors,  in  each  of  clauses  (a) and  (b)  undertaken  under  U.S.  Federal,  state  or  foreign  law, including the Bankruptcy Code.        “Intercompany Loan” has the meaning set forth in the Purchase and Sale Agreement.  730866389 18569090                   19 





 






      “Subsidiary”  means,  as  to  any  Person,  a  corporation,  partnership,  limited  liability company or other entity of which shares of stock of each class or other interests having ordinary voting  power  (other  than  stock  or  other  interests  having  such  power  only  by  reason  of  the happening of a contingency) to elect a majority of the Board of Directors or other managers of such entity are at the time owned, or management of which is otherwise controlled:  (a) by such Person, (b) by one or more Subsidiaries of such Person or (c) by such Person and one or more Subsidiaries of such Person.        “Syneos Health” has the meaning specified in the preamble to this Agreement.        “Syneos Party” means the Borrower, the Servicer, the Performance Guarantor and each Originator.        “Taxes”  means  any  and  all  present  or  future  taxes,  levies,  imposts,  duties,  deductions, charges,  withholdings  (including  backup  withholding),  assessments,  fees  or  other  charges imposed  by  any  Governmental  Authority  and  all  interest,  penalties,  additions  to  tax  and  any similar liabilities with respect thereto.        “Termination Date” means the earliest to occur of (a) the Scheduled Termination Date, (b)  the  date  on  which  the  “Termination  Date”  is  declared  or  deemed  to  have  occurred  under Section 10.01, (c) the occurrence of a Purchase and Sale Termination Event under the Purchase and Sale Agreement, (d) the date selected by the Borrower on which all Commitments have been reduced to zero pursuant to Section 2.02(e) or (e) the date (if any) on which the Borrower, the Servicer  or  any  Originator  delivers  to  the  Administrative  Agent  a  written  notice  that  the Borrower is unable to pay the “Purchase Price” (as defined in the Purchase and Sale Agreement) for Receivables and Related Rights pursuant to Section 3.2 of the Purchase and Sale Agreement.        “Third Amendment Closing Date” means October 25, 2018.        “Third Amendment Commencement Date” means the date elected by the Borrower as the “Third Amendment Commencement Date” in a written notice provided by the Borrower (or the Servicer on its behalf) to the Administrative Agent; provided, that such date may not occur more than  180  days  following  the  Third  Amendment  Closing  Date  and  any  election  following  such date shall be null and void; provided, further, that neither the Borrower nor the Servicer on its behalf shall provide any notice of the election of the “Third Amendment Commencement Date” until  such  time  as  the  Borrower  (or  the  Servicer  on  its  behalf)  has  provided  such  historical Receivables performance data as may be reasonably requested by the Administrative Agent on or prior to the Third Amendment Closing Date.        “THL” means Thomas H. Lee Partners, L.P. and its Affiliates.        “Threshold Amount” means $150,000,000.        “Total Reserves” means, at any time of determination, an amount equal to the product of (i)  the  sum  of:   (a)  the  Yield  Reserve  Percentage,  plus  (b)  the  greater  of  (I)  the  sum  of  the Concentration Reserve Percentage, plus the Minimum Dilution Reserve Percentage and (II) the sum  of  the  Loss  Reserve  Percentage,  plus  the  Dilution  Reserve  Percentage,  times (ii) the Net Receivables Pool Balance at such time. 730866389 18569090                   30 





 






accounts  to  which  the  Servicer,  the Parent,  the Performance Guarantor,  the Originators or any Affiliate thereof (other than the Servicer solely in its capacity as such) has independent access. The  Borrower  is  not  named,  and  has  not  entered  into  any  agreement  to  be  named,  directly  or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Servicer, the Parent, the Performance Guarantor, the Originators  or  any  Subsidiaries  or  other  Affiliates  thereof.   The  Borrower  will  pay  to  the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of  its  portion  of  the  premium  payable  with  respect  to  any  insurance  policy  that  covers  the Borrower and such Affiliate.              (n)   Arm’s-Length  Relationships.   The  Borrower  will  maintain  arm’s-length relationships with the Servicer, the Parent, the Performance Guarantor, the Originators and any Affiliates thereof.  Any Person that renders or otherwise furnishes services to the Borrower will be  compensated  by  the  Borrower  at  market  rates  for  such  services  it  renders  or  otherwise furnishes to the Borrower.  Neither the Borrower on the one hand, nor the Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, will be or will  hold  itself  out  to  be  responsible  for  the  debts  of  the  other  or  the  decisions  or  actions respecting the daily business and affairs of the other.  The Borrower, the Servicer, the Parent, the Performance Guarantor, the Originators and their respective Affiliates will promptly correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.              (o)   Allocation  of  Overhead.   To  the  extent  that  Borrower,  on  the one  hand, and the Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on  the  other  hand,  have  offices  in  the  same  location,  there  shall  be  a  fair  and  appropriate allocation  of  overhead  costs  between  them,  and  the  Borrower  shall  bear  its  fair  share  of  such expenses, which may be paid through the Servicing Fee or otherwise.                                   ARTICLE IX                      ADMINISTRATION AND COLLECTION                               OF RECEIVABLES        SECTION 9.01.  Appointment of the Servicer.              (a)   The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section 9.01.  Until the Administrative Agent gives notice to INC ResearchSyneos Health (in accordance  with  this  Section 9.01)  of the designation of a new Servicer, INC ResearchSyneos  Health is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer  pursuant  to  the  terms  hereof.  Upon  the  occurrence  of  an  Event  of  Default,  the Administrative Agent may (with the consent of the Majority Lenders) and shall (at the direction of  the  Majority  Lenders)  designate  as  Servicer  any  Person  (including  itself)  to  succeed INC  ResearchSyneos Health or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. 730866389 18569090                   77 





 






            (b)   Upon  the  designation  of  a  successor  Servicer  as  set  forth  in  clause (a) above, INC  ResearchSyneos  Health  agrees  that  it  will  terminate  its  activities  as  Servicer hereunder  in  a  manner  that  the  Administrative  Agent  reasonably  determines  will  facilitate  the transition  of  the  performance  of  such  activities  to  the new  Servicer,  and INC  ResearchSyneos  Health shall cooperate with and assist such new Servicer. Such cooperation shall include access to  and  transfer  of  records  (including  all Contracts) related to Pool  Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security.              (c)   INC ResearchSyneos Health acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Lender have relied on Syneos’s  agreement  to  act  as  Servicer  hereunder.   Accordingly, INC  ResearchSyneos  Health agrees  that  it  will  not  voluntarily  resign  as  Servicer  without  the  prior  written  consent  of  the Administrative Agent and the Majority Lenders.              (d)   The  Servicer  may  delegate  its  duties  and  obligations  hereunder  to  any subservicer  (each  a  “Sub-Servicer”);  provided,  that,  in  each  such  delegation:  (i)  such Sub-Servicer  shall  agree  in  writing  to  perform  the  delegated  duties  and  obligations  of  the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the  duties  and  obligations  so  delegated,  (iii) the Borrower,  the Administrative Agent and each Lender shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement  upon  the  termination  of  the  Servicer  hereunder  by  giving  notice  of  its  desire  to terminate such  agreement  to  the  Servicer  (and  the Servicer  shall  provide appropriate notice to each  such  Sub-Servicer)  and  (v)  if  such  Sub-Servicer  is  not  an  Affiliate  of  the  Parent,  the Administrative  Agent  and  the  Majority  Lenders  shall  have  consented  in  writing  in  advance to such delegation.        SECTION 9.02.  Duties of the Servicer.              (a)   The  Servicer  shall  take  or  cause  to  be  taken  all  such  action  as  may  be necessary or reasonably advisable to service, administer and collect each Pool Receivable from time to  time,  all  in  accordance  with  this  Agreement and all  Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and consistent with the past practices of the Originators.  The Servicer shall set aside, for the accounts of each Credit Party, the amount of Collections to which each such Credit Party is entitled in accordance with Article IV hereof.  The Servicer may, in accordance with the Credit and Collection Policy and consistent  with  past  practices  of  the  Originators,  take  such  action,  including  modifications, waivers  or  restructurings  of  Pool  Receivables  and  related  Contracts,  as  the  Servicer  may reasonably  determine  to  be  appropriate  to  maximize Collections  thereof  or  reflect  adjustments expressly  permitted  under  the  Credit  and  Collection  Policy  or  as  expressly  required  under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such  action  shall  not,  and  shall  not  be  deemed  to,  change  the  number  of  days  such  Pool Receivable  has  remained  unpaid  from  the  date  of  the  original  due  date  related  to  such  Pool Receivable,  (ii)  such  action  shall  not  alter the status  of  such  Pool  Receivable  as  a Delinquent Receivable  or  a  Defaulted  Receivable  or  limit  the  rights  of  any  Secured  Party  under  this Agreement or any other Transaction Document and (iii) if an Event of Default has occurred and 730866389 18569090                   78 





 






is  continuing,  the  Servicer  may  take  such  action  only  upon  the  prior  written  consent  of  the Administrative Agent.  The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Credit Party), in accordance with their respective interests, all records and documents (including computer tapes or  disks)  with  respect  to  each  Pool  Receivable.  The  Servicer  shall,  as  soon  as  practicable following  actual  receipt  of  collected  funds,  turn  over  to  the  Borrower  the  collections  of  any indebtedness  that is not a Pool Receivable, less, if INC ResearchSyneos Health or an Affiliate thereof  is  not  the  Servicer,  all  reasonable  and  appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than INC  ResearchSyneos  Health  or  an  Affiliate  thereof,  shall,  as  soon  as  practicable  upon demand,  deliver  to  the  Borrower  all  records  in  its  possession  that  evidence  or  relate  to  any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable.  Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable.              (b)   The Servicer’s obligations hereunder shall  terminate on the Final Payout Date.  Promptly following the Final Payout Date, the Servicer shall deliver to the Borrower all books,  records  and  related  materials  that  the Borrower  previously  provided  to  the  Servicer,  or that have been obtained by the Servicer, in connection with this Agreement.        SECTION 9.03.   Collection  Account  Arrangements.   Prior  to  the  Closing  Date,  the Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks  and  delivered  executed  counterparts  of  each  to  the  Administrative  Agent.   Upon  the occurrence and during the continuance of an Unmatured Event of Default or an Event of Default, the  Administrative  Agent  may  (with  the  consent  of  the  Majority  Lenders)  and  shall  (upon  the direction of the Majority Lenders) at any time thereafter give notice to each Collection Account Bank  that  the  Administrative  Agent  is  exercising  its  rights  under  the  Account  Control Agreements to do any or all of the following: (a) to have the exclusive dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than deposited in the  applicable  Collection  Account  and  (c) to  take any  or  all  other  actions  permitted  under the applicable Account Control Agreement.  The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit  of the Secured Parties) of the proceeds (including Collections)  of  all  Pool  Receivables  and  the Borrower hereby  further  agrees  to  take any  other action  that  the  Administrative  Agent  may  reasonably  request  to  transfer  such  control.   Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent.   730866389 18569090                   79 





 






with  full  power of substitution and with full authority in the place and stead of the Borrower, which  appointment  is  coupled  with  an  interest,  to  take  any  and  all  steps  in  the  name  of  the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of  the  Administrative  Agent,  after  the  occurrence  and  during  the  continuation  of  an  Event  of Default,  to  collect  any  and  all  amounts  or  portions  thereof  due  under  any  and  all  Collateral, including  endorsing  the  name  of  the  Borrower  on  checks  and  other  instruments  representing Collections and enforcing such Collateral.  Notwithstanding anything to the contrary contained in this  subsection,  none  of  the  powers  conferred  upon  such  attorney-in-fact  pursuant  to  the preceding  sentence  shall  subject  such  attorney-in-fact  to  any  liability  if  any  action  taken  by  it shall  prove  to  be  inadequate  or  invalid,  nor  shall  they  confer  any  obligations  upon  such attorney-in-fact in any manner whatsoever.              (c)   The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on  behalf  of  the  Servicer  necessary  or  desirable,  in  the  reasonable  determination  of  the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect  any  and  all  amounts  or  portions  thereof  due  under  any  and  all  Collateral,  including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral.  Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or  invalid,  nor  shall  they  confer  any  obligations  upon  such  attorney-in-fact  in  any  manner whatsoever.        SECTION 9.05.  Responsibilities of the Borrower.              (a)   Anything herein to the contrary notwithstanding, the Borrower shall: pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and  their  creation  and  satisfaction.  None  of  the  Credit  Parties  shall  have  any  obligation  or liability with respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Borrower, the Servicer or any Originator thereunder.              (b)   INC ResearchSyneos Health hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, INC ResearchSyneos Health shall conduct  the  data-processing  functions  of  the  administration  of  the  Receivables  and  the Collections  thereon  in  substantially  the  same  way  that INC  ResearchSyneos  Health  conducted such  data-processing  functions  while  it  acted  as  the  Servicer.   In  connection  with  any  such processing  functions,  the  Borrower  shall  pay  to INC  ResearchSyneos  Health  its  reasonable out-of-pocket  costs  and  expenses  from  the  Borrower’s  own  funds  (subject  to  the  priority  of payments set forth in Section 4.01).   730866389 18569090                   81 





 






      SECTION 9.06.  Servicing Fee.              (a)   Subject to clause (b) below, the Borrower shall pay the Servicer a fee (the “Servicing  Fee”)  equal  to  1.00%  per  annum  (the  “Servicing Fee  Rate”)  of  the  daily  average aggregate  Outstanding  Balance  of  the  Pool  Receivables.   Accrued  Servicing  Fees  shall  be payable from Collections to the extent of available funds in accordance with Section 4.01.              (b)   If  the  Servicer  ceases  to  be INC  ResearchSyneos  Health  or  an  Affiliate thereof, the Servicing Fee shall be the greater of: (i) the amount calculated pursuant to clause (a) above and (ii) an alternative amount specified by the successor Servicer not to exceed 110% of the aggregate reasonable costs and expenses incurred by such successor Servicer in connection with the performance of its obligations as Servicer hereunder.                                   ARTICLE X                              EVENTS OF DEFAULT        SECTION 10.01.  Events of Default.  If any of the following events (each an “Event of  Default”) shall occur:              (a)   (i)  the  Borrower,  any  Originator,  the  Performance  Guarantor  or  the Servicer shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document (other than any such failure which would constitute an Event of Default under clause (ii) or (iii) of this paragraph (a)), and such failure, solely to the extent capable of cure, shall continue for ten (10) Business Days, (ii) the Borrower, any Originator, the Performance Guarantor or the Servicer shall fail to make when due (x) any payment or deposit to be made by it under this Agreement or any other Transaction Document and such failure shall continue unremedied for two (2) Business Days or (iii) INC ResearchSyneos Health shall resign as Servicer, and no successor Servicer reasonably satisfactory to the Administrative Agent shall have been appointed;              (b)   any  representation  or  warranty  made  or  deemed  made  by  the  Borrower, any  Originator,  the Performance Guarantor or the Servicer (or any of their respective officers) under  or  in  connection  with  this  Agreement  or  any  other  Transaction  Document  or  any information or report delivered by the Borrower, any Originator, the Performance Guarantor or the Servicer pursuant to this Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered;              (c)   the Borrower or the Servicer shall fail to deliver an Information Package or Interim  Report  at  the  time  required  pursuant  to  this  Agreement,  and  such  failure  shall  remain unremedied for two (2) Business Days;              (d)   this Agreement or any security interest granted pursuant to this Agreement or any other Transaction Document shall for any reason cease to create, or for any reason cease to be, a valid and enforceable first priority perfected security interest in favor of the Administrative Agent with respect to the Collateral, free and clear of any Adverse Claim (other than a Permitted Adverse Claim);  730866389 18569090                   82 





 






      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  Agreement  to  be  executed  by their respective officers thereunto duly authorized, as of the date first above written.                              SYNEOS HEALTH RECEIVABLES LLC                              By:                             Name:                             Title:                               INC RESEARCHSYNEOS HEALTH, LLC,                             as the Servicer                              By:                             Name:                             Title:   730866389 18569090                  S-  1            Receivables Financing Agreement 





 






                                 EXHIBIT A                              Form of Loan Request                              [Letterhead of Borrower]   [Date]  [Administrative Agent]  [Lenders]        Re:  Loan Request  Ladies and Gentlemen:        Reference is hereby made to that certain Receivables Financing Agreement, dated as of June 29, 2018 among Syneos Health Receivables LLC (the “Borrower”), INC ResearchSyneos  Health,  LLC,  as  Servicer  (the  “Servicer”),  the  Lenders  party  thereto,  PNC  Bank,  National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and PNC Capital  Markets  LLC,  as  Structuring Agent (as amended, supplemented or otherwise modified from  time  to  time,  the  “Agreement”).   Capitalized  terms  used  in  this  Loan  Request  and  not otherwise defined herein shall have the meanings assigned thereto in the Agreement.        This letter constitutes a Loan Request pursuant to Section 2.02(a) of the Agreement.  The Borrower hereby request a Loan in the aggregate amount of [$_______] to be made on [_____, 20__]  (of  which  $[___]  will  be  funded  by  PNC  and  $[___]  will  be  funded  by  [___]).   [The Borrower hereby requests that such Loan bear interest initially at Adjusted LIBOR for a Tranche Period  of  [one,  two,  three,  six]  months.]1   The  proceeds  of  such  Loan  should  be deposited  to [Account number], at [Name, Address and ABA Number of Bank].  After giving effect to such Loan, the Aggregate Capital will be [$_______].        The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such Credit Extension, as follows:                    (i)   the representations and warranties of the Borrower and the Servicer       contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material       respects on and as of the date of such Credit Extension as though made on and as of such       date unless such representations and warranties by their terms refer to an earlier date, in       which case they shall be true and correct in all material respects on and as of such earlier       date;                    (ii)  no Event of Default or Unmatured Event of Default has occurred       and is continuing, and no Event of Default or Unmatured Event of Default would result       from such Credit Extension;  1 Applicable solely to the extent that the Loan is made on a Monthly Settlement Date. 730866389 18569090              Exhibit A-  1 





 






                                 EXHIBIT B                            Form of Reduction Notice                           [LETTERHEAD OF BORROWER]  [Date]  [Administrative Agent]  [Lenders]        Re:                      Reduction Notice  Ladies and Gentlemen:        Reference is hereby made to that certain Receivables Financing Agreement, dated as of June  29,  2018  among  Syneos  Health  Receivables  LLC,  as  borrower  (the  “Borrower”), INC  ResearchSyneos Health, LLC, as Servicer (the “Servicer”), the Lenders party thereto, PNC Bank, National  Association,  as  Administrative  Agent  (in  such  capacity,  the  “Administrative  Agent”) and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).  Capitalized terms used in this Reduction Notice and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.        This letter constitutes a Reduction Notice pursuant to Section 2.02(d) of the Agreement. The Borrower hereby notifies the Administrative Agent and the Lenders that it shall prepay the outstanding Capital of the Lenders in the amount of [$_______] to be made on [_____, 201_]. After giving effect to such prepayment, the Aggregate Capital will be [$_______].        The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such reduction, as follows:              (i)  the representations and warranties of the Borrower and the Servicer       contained in Sections 7.01 and 7.02 of the Agreement are true and correct in all material       respects on and as of the date of such prepayment as though made on and as of such date       unless such representations and warranties by their terms refer to an earlier date, in which       case they shall be true and correct in all material respects on and as of such earlier date;              (ii)  no Event of Default or Unmatured Event of Default has occurred and is       continuing, and no Event of Default or Unmatured Event of Default would result from       such prepayment;              (iii) no Borrowing Base Deficit exists or would exist after giving effect to such       prepayment;              (iv) the Termination Date has not occurred; and                                   Exhibit C-  1 730866389 18569090 





 






                                 EXHIBIT C                  [Form of Assignment and Acceptance Agreement]                            Dated as of ___________, 20__  Section 1.        Commitment assigned:                                           $[_____]       Assignor’s remaining Commitment:                               $[_____]       Capital allocable to Commitment assigned:                      $[_____]       Assignor’s remaining Capital:                                  $[_____]       Interest (if any) allocable to Capital assigned:               $[_____]       Interest (if any) allocable to Assignor’s remaining Capital:   $[_____]  Section 2.      Effective Date of this Assignment and Acceptance Agreement:   [__________]        Upon  execution  and  delivery  of  this  Assignment  and  Acceptance  Agreement  by  the assignee and the assignor and the satisfaction of the other conditions to assignment specified in Section 14.03(a) of the Agreement (as defined below), from and after the effective date specified above,  the  assignee  shall  become  a  party  to,  and,  to  the  extent  of  the  rights  and  obligations thereunder  being  assigned  to  it  pursuant  to  this  Assignment  and  Acceptance  Agreement,  shall have the rights and obligations of a Lender under that certain Receivables Financing Agreement, dated as of June 29, 2018 among Syneos Health Receivables LLC, INC ResearchSyneos Health, LLC, as Servicer, the Lenders party thereto, PNC Bank, National Association, as Administrative Agent  and  PNC  Capital  Markets  LLC,  as  Structuring  Agent  (as  amended,  supplemented  or otherwise modified from time to time, the “Agreement”).                              (Signature Pages Follow)                                    Exhibit C-  1 730866389 18569090 





 






                                 EXHIBIT H                          Form of Compliance Certificate  To: PNC Bank, National Association, as Administrative Agent        This Compliance Certificate is furnished pursuant to that certain Receivables Financing Agreement, dated as of June 29, 2018 among Syneos Health Receivables LLC (the “Borrower”), INC ResearchSyneos Health, LLC, as Servicer (the “Servicer”), the Lenders party thereto, PNC Bank,  National  Association,  as  Administrative  Agent  (in  such  capacity,  the  “Administrative  Agent”)  and  PNC  Capital  Markets  LLC,  as  Structuring  Agent  (as  amended,  supplemented  or otherwise modified from time to time, the “Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.        THE UNDERSIGNED HEREBY CERTIFIES THAT:        1.   I  am  the duly  elected  ________________of  the Servicer  and  am delivering this certificate in such capacity as ______________ of the Servicer and not in my individual capacity.        2.   I  have  reviewed  the  terms  of  the  Agreement  and  each  of  the  other  Transaction Documents and I have made, or have caused to be made under my supervision, a detailed review of the transactions and condition of the Borrower during the accounting period covered by the attached financial statements.        3.   The examinations described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or an Unmatured Event of Default, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 5 below].        4.   Schedule  I  attached  hereto  sets  forth  financial  statements  of  Parent  and  its Subsidiaries for the period referenced on such Schedule I.        [5.  Described  below  are  the  exceptions,  if  any,  to  paragraph  3  above  by  listing,  in detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event:]                                      Exhibit H-  1 730866389 18569090 





 






                                SCHEDULE III                                Notice Addresses  (A)  in the case of the Borrower, at the following address:              Syneos Health Receivables LLC             c/o Syneos Health, Inc.             3201 Beechleaf Court, Suite 600             1030 Sync Street             Raleigh, NC 27604Morrisville, NC 27560             Attention:  General Counsel              with a copy to:              c/o Syneos Health, Inc.             3201 Beechleaf Court, Suite 600             1030 Sync Street             Raleigh, NC 27604Morrisville, NC 27560             Attention:  General Counsel  (B)  in the case of the Servicer, at the following address:              INC ResearchSyneos Health, LLC             c/o Syneos Health, Inc.             3201 Beechleaf Court, Suite 600             1030 Sync Street             Raleigh, NC 27604Morrisville, NC 27560             Attention:  General Counsel  (C)  in the case of the Administrative Agent, at the following address:              PNC Bank, National Association             300 Fifth Avenue             Pittsburgh, PA 15222             Telephone:  (412) 768-3090             Facsimile:  (412) 762-9184             Attention:  Robyn Reeher  (D)  in  the  case  of  any  other  Person,  at  the  address  for  such  Person  specified  in  the  other Transaction  Documents;  in  each  case,  or  at  such  other address  as  shall  be designated  by  such Person in a written notice to the other parties to this Agreement.                                   Schedule III-  1 730866389 18569090